
A private equity transaction is a project measured in months, not weeks. Owners who understand the sequence — and resource it properly — close faster and negotiate from strength.
Information pack, financial model, housekeeping.
Shortlisted firms, teaser out, information memorandum under NDA.
Valuation, stake, instrument, governance — everything is negotiable here.
Financial, legal, tax, commercial and ESG workstreams in parallel.
Signatures, conditions precedent (including Competition Commission where thresholds are met), funds flow.
Step 1: Prepare before any contact
Ninety percent of your negotiating leverage is created before the first meeting. Assemble a concise information pack: a two-page teaser (anonymous if confidentiality matters), a ten-to-fifteen-page information memorandum, three years of annual financial statements, a monthly management-accounts pack, and a three-to-five-year financial model with defensible assumptions. Engage your accountant early to resolve audit qualifications, related-party loans and tax exposures — these surface in due diligence regardless, and surprises there cost you value.
Step 2: Approach the right firms, the right way
Shortlist three to five firms from Parts 3 and 4 whose mandate fits your size, sector and transaction type. A warm introduction — through your auditor, banker, attorney or a corporate finance advisor — dramatically outperforms a cold email, but a well-crafted direct approach to the right investment executive with a sharp teaser also works. Send the teaser, not the full pack; the goal of first contact is a meeting, and the goal of the meeting is an NDA followed by the information memorandum.
Step 3: Negotiate the term sheet
If there is appetite, the firm issues a non-binding term sheet covering valuation, stake, instrument (ordinary equity, preference shares, shareholder loans), governance rights and conditions. Everything is negotiable at this stage and almost nothing is afterwards. Take advice on the mechanisms that move real value: earn-outs, warranties, leaver provisions, anti-dilution rights, board composition and the drag/tag provisions that will govern your eventual exit.
Step 4: Survive due diligence
Expect eight to sixteen weeks of financial, legal, tax, commercial and increasingly ESG due diligence, run in parallel by the firm’s advisors. Set up a clean virtual data room from day one, appoint a single coordinator in your business, and keep trading performance on budget — a business that misses its own forecast during diligence hands the investor a price reduction.
Step 5: Close — and start the real relationship
Final agreements are signed, conditions precedent are fulfilled, and funds flow. From that day you have an institutional partner with board seats, information rights and a five-year clock. The owners who thrive treat the investor as a resource: use their networks, their acquisition experience, and their discipline.
The deal-readiness checklist
Seven mistakes that kill deals
- Approaching the wrong segment. Sending a R15 million EBITDA business to a large-cap buyout house wastes everyone’s time; work the spectrum map.
- Anchoring on a fantasy valuation. Mid-market South African businesses trade in a fairly narrow multiple band; test your expectations against comparable transactions before you quote a number.
- Negotiating alone. The firm across the table does this every month; you do it once in a lifetime. Advisor fees are a rounding error against the value they protect.
- Letting performance slip mid-process. Every month below budget during diligence is a renegotiation invitation.
- Hiding problems. Diligence finds everything. Disclosed early, a problem is a discussion; discovered late, it is a price chip or a deal-breaker and a warranty claim waiting to happen.
- Ignoring the shareholders’ agreement. Valuation gets the attention, but governance and exit clauses determine your next five years and your final payout.
- Running out of runway. Raise when you have eighteen months of headroom, not six. Desperation is visible and expensive.
Businesses below PE thresholds should look to the development finance ecosystem — SEDFA, the IDC, the NEF and the dtic incentive schemes — covered in our companion guide to South African business grants and funding. Many of today’s PE-backed companies started there.