PE Nerds, I need you.
Can someone explain this to me...
We have a SaaS business, It's an excellent SaaS business. ARR is c.100m, EBITDA margins are 45% and only increasing with new infrastructure implementation.
Its a UK SaaS company, that has presence across Europe some Latam, and even as far as ASIA.
Why would a US PE technology investor not want to invest in this company, if there is a crazy and tangible, nay 100% banging expansion plan into the US, where the SaaS company would massively benefit from a US investors 'expert' help, and it would generate enormous returns in the US eg:(the UK guys we've gone to love it, but we really want a US partner).
Is it to do with the companies domicile and legals surrounding the AoA, is it because capital gained on a UK company is then subject to Tax in the UK and then a second tax in the US?
Why do US firms not invest in UK companies (typically) unless they have a UK office?
Because working with Europeans is a pain in the ass
You're right that this will only fit in a few firm's mandates for whatever reason.
Do you work for the company or the bank marketing it? I just completed a co-investment in a similar business and could potentially intro you to the lead sponsor, who this would be a fit for (assuming its fintech).
I can't figure out how to private message you for whatever reason.
Not fintech, I’m sell side adviser
Few reasons:
Bullet 1, is the whole point.
The Co is looking for an expert investor with expirience at scaling digital infrastructure in the US, company requires cheap infra to roll out its SaaS on.
Understand the board meetings, and third bullet.
Name one UK SaaS that has proven they have the right US GTM formula and generated meaningful ROI in the US...
It’s not your typical SaaS, sadly I can’t explain any more.
Also this is the whole point the co are looking for a US investor who understand US logistics to roll out the SaaS and digital infra with the Co.
It’s a fantastic business, the model has been proven in Europe, latam, and APAC. Growth rates are insane and whilst adopting markets pricing is low so revenue I mentioned is low, they could easily charge 3x more as it’s extremely sticky as no competitors. They just want an accredited US investor to hold their hand and give them the right entry in the market.
If it is truly so good, there would be enough US funds with a London office drooling over this
Can you elaborate on "US investor who understand US logistics to roll out the SaaS and digital infra with the Co." Are you saying the company needs technical expertise on the actual server-side infrastructure required to enter the US? If so, wouldn't anything US-specific just be related to something like data compliance, since all other infrastructure is easily scalable to different regions?
Sounds like an interesting opp. I'm in PE and would be happy to take a look, feel free to message me directly or share your contact info.
Good growth / profitability on its face is not enough - where are the dead bodies and perhaps investors are finding them which causes them to throw the baby out with the bath water?
Respectfully, how hard have you as a sell side business diligenced this co. in terms of the risks that would make stateside investors squeamish?
1) Is the market already saturated in the U.S. with extremely dominant players (ex: competing with Salesforce for example) and therefore it doesn’t matter how well it’s doing in developing countries and Europe?
2) EBITDA is good but how good is the company’s real cash conversion? Any risks to cash capture whether it’s weak contract design, increasing bad debt reserves, are they almost exclusively selling to blue chip European companies or is it like European MM companies, which can be equivalent to SMB in the U.S?
3) $45M EBITDA is nice but is it worth the effort of getting over the FX rate nightmare, the inherent risk of dealing with legal stipulations from doing business with many different countries, etc.? This really only seems attractive to U.S. based investors that are trying to execute a roll up strategy in the EU (meaning they have a LDN office), but again we still have no idea if the SaaS space this company is playing in is even attractive to stateside investors today?
All in all without knowing more about the biz. None of us can tell you for sure - but I wonder if it’s a 1) we’re reaching out to a ton of buyers and getting no bites to engage problem or 2) we’re getting buyers to engage but they’re all dropping out of the process for one reason another. That alone will tell you a lot
Makes total sense. The real reason no one wants to do a deal dispite it being a great business, is the % sale proposition. It’s only just double digits. There just aren’t any PE funds in the US that happily take small minorities in UK companies alongside this blended proposition: whoever offers the minority now, will have first-dibs access to a majority sale in 3/4 years. Obviously doesn’t make sence given typical GO/LP fund structure. Even if they had a minority growth fund, the co atm has a decent chunk of debt, so without the cash free debt free transaction, returns only look standard. It’s a strange stale mate. So we were thinking more US Fam offices or U.S. buy and holds interested in U.K. software/tech. But this thread was just trying to drum up discussion surrounding any reasons as to why U.S. investors were adverse to investing in U.K. firms if the proposition for U.S. expansion was significant enough. Any reasons as to why U.S. fam offices or buy and holds would be the wrong people to go to?
Why do they want to just sell a small double digit percentage? It doesn't make tons of sense to be honest, and I'm sure people will like to understand that.
Have you checked out e.g. Bain Special Situations - they have a more flexible mandate.
You sound annoying to work with
Annoying? It's an excellent SaaS business. Not your typical SaaS. Already operates as far as ASIA. Just needs an 'expert'.
Am I the only one that got the Trump irony at the start. Dude had you in his hands.
I was talking about you, not about the business
What does this business do? The likes of Hg or Francisco Partners would love to have a look depending on the type of business it is. Hg has also done minorities, eventually flipping into majorities. But you need to also be clear about the value creation plan, because they often buy companies with lower margins with the plan to take them to 45% through the investment period. How do you generate 20%+ IRR?
I can’t say what the business does sadly.
Margins as I mentioned are already quite high, so value creation is interesting. The business has 4 different lines of revenue, some have a 90% margin, others are lower. Overtime these could slightly improve, but the main value creation is in market grabbing and then being able to control/increase pricing a little more, as it’s super sticky, and there’s really only 1 or 2 other solutions like it (that aren’t as good).
Again, exactly why a U.S. investor with a good understanding of rolling out software & a small % of business hardware in the U.S. market, would be the dream.
See the thread/my comment starting ‘cash off table for founder’ to explain why HG and Francisco might not be the play (dispite them rocking in the space).
I worked at a PE firm that invests in both NA and Europe.
Product market fit. Sometimes software product finds market fit in a fragmented market like Europe because language/rules vary by country. US is more homogenous from that perspective, and there may not be product market fit in US.
If your software co is a low ticket item with very quick GTM/high inbound sales cycle, above considerations may not matter. But sounds like your company is probably more enterprise applications, given zero US customer base (as in, you need a salesperson in the US to sell any subscriptions vs. the product selling itself online).
Your intuition is correct and the company that we invested had the same thesis (and it worked but took a lot more operational changes/struggles than expected initially).
Yup, like it. Most assumptions/discussion is fitting.
Two questions.
Let me know if you’d be happy continuing convo over PM.
Why don't they just do an OBO/dividend recap if the margins are so high and no good offer from PE fund?
I assume the cash conversion is not as good as the margins but have the option in mind if they are only planning to sell a low minority share
It’s a good point.
1. Because the founder wants expertise to help in the U.S. and he sees/believes this is the best way of doing it.
2. Strange covenant on the debt that doesn’t allow dividends to be issued until it’s fully paid down. But strangely enough allows transfer in equity ownership.
(Yes I know what you’re thinking, but no, we thought about this and he doesn’t want to end up on the wrong side of a lawsuit).
Hard to have a complete thinking process without disclosing too many details about the company.
Maybe not applicable at all but just a thought assuming no decent offer from a PE combining the needs.
You could refinance the debt (potentially some unitranche or other private debt) hence getting rid of the covenant and allowing to pay dividend in the process. Then for the US growth, you could really well give some equity (likely CB or whatever you structure it) to a well-connected former CEO of either a successful company in the field directly in the US or one who managed a US expansion previously. If a PE fund was to invest, they would likely hire such a guy to manage it anyway.
Quite theoretical approach but could deliver pretty much the same result without a sponsor so more control and less equity left on the table. Trump might be a bit of a bummer for the US growth tho
Honestly if you cant figure it out not sure I would want you as my sell-side advisor
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