Search Funds: How Smart Founders Secretly Launch Companies

Hey, welcome to another episode of Making Billions. I'm your host, Ryan Miller and today I have my dear friend Carl Lundberg.

Carl is the CEO at Gerald Edelman LLP. With his expertise in acquisitions in search funds, due diligence, debt funding for UK acquisitions and management buy ins. He's a game changer who's revolutionizing the world of M&A in its industry.

So what this means is that Carl understands how to buy companies for entrepreneurs, is about to teach you how to do the same.

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[THE GUEST]:  Carl is the CEO at Gerald Edelman LLP. With his expertise in acquisitions in search funds, due diligence, debt funding for UK acquisitions and management buy ins. He's a game changer who's revolutionizing the world of M&A in its industry.

[THE HOST]: Ryan is a Venture Capital & Angel investor in technology and energy. He achieved market-beating placement growth in his first 5 years in the industry.

Transcript

Ryan Miller  0:00  

Hi, my name is Ryan Miller and for the past 15 years have helped hundreds of people to raise millions of dollars for their funds, and for their startups. If you're serious about raising money, launching your business or taking your life to the next level, this show will give you the answers, so that you too can enjoy your pursuit of Making Billions. Let's get into it. 

Ryan Miller  0:22  

Does it not feel like venture capitalists are hiding from us easier ways to start a business? Join me on this episode of Making Billions as I walk through a secret strategy called entrepreneurship through acquisition, giving you the tools you need in your pursuit of Making Billions. Here we go. 

Ryan Miller 0:39  

Hey, welcome to another episode of Making Billions. I'm your host, Ryan Miller and today I have my dear friend Carl Lundberg. Carl is the CEO at Gerald Edelman LLP. With his expertise in acquisitions in search funds, due diligence, debt funding for UK acquisitions and management buy ins. He's a game changer who's revolutionizing the world of M&A in its industry. So what this means is that Carl understands how to buy companies for entrepreneurs, is about to teach you how to do the same. So Carl, welcome to the show, man.

Carl Lundberg  1:07  

Hi, Ryan, thanks so much for having me on. I've been a longtime follower of the podcast, and I really love what you're doing, and the community. And your story as well is really inspiring to me. So I'm really looking forward to having this conversation with you. 

Ryan Miller  1:18  

Likewise, brother, this is so good to have you calling all the way from the UK, it is truly an honor to have someone with your caliber and expertise in search funds, and how to buy companies for entrepreneurs, we're gonna get into all of that stuff. But before we do, let's, let's go, let's hit him right between the eyes for the beginners, what is a search fund, and then we'll get into how to win and not lose when you're starting out on this path. So what is the search fund? 

Carl Lundberg  1:41  

Course, yeah, so search fund, I mean, really, when we talk about search funds, often what we mean is a kind of categorized into two different buckets. One is the traditional search fund, which is something that was devised in Stanford University back in the 80s, I believe. And then also grouped in that now is really any other entrepreneurship through acquisition route so broadly, can be split between traditional search funds, and self funded searches. So both entrepreneurs looking to acquire businesses, a traditional search fund will be an individual or a group of individuals, normally one or two who raise a search fund, a pot of money, to fund the search period while they're looking for a company to acquire and a self funded search will be someone who still goes through that search phase, but funds that bit themselves. So effectively with the means to live off their own savings or other income. While they're searching for that business. Both of those when they find a deal will then generally talk to investors to help them fund that that transaction and acquire the business to go in and run it.

Ryan Miller  2:36  

I love it perfect. So when someone's starting out in the search fund, whether you're an entrepreneur looking to work with a fund that will find you a company or you are a search fund, either way, there's some rules, whether they're spoken or unspoken. And often they result in two things, how to win and how not to lose. So maybe we could warm up people listening around the world, we're in 100 countries around the world to help us understand in the world of search funds, how do you win in the early days.

Carl Lundberg  3:00  

I think the first decision to make, of course, is whether you need to go down the traditional route, or whether you're gonna do it self-funded. And normally, it's quite an easy decision, particularly if you're going down the traditional route, because it means well, usually, it's because actually, I'd have the means to not work for up to two years. And or you may have the means but you may not have the risk appetite to do that. So there's a decision to be made. And so you make that decision, if you're going to go traditional, then you need to start looking to raise some search capital. If you're going self-funded, you can kind of get straight into the search, how to get things moving in the early days really are to establish really what it is you're looking for. 

Carl Lundberg  3:34  

Now, there's a few things that are characteristics of target companies that are fairly common across search funds and ETA type deals. So you need to know that and the best way to do that is to do a lot of reading, but also to reach out and get in touch with the community. Here in the UK, we've got a small but growing community of people who are in this space, and the ecosystem is very supportive. So really, you need to talk to as many people as you can. And then really deal flow is super important because you do have to kiss quite a few frogs, unfortunately, before you find the right deal. 

Ryan Miller  4:05  

Perfect, and with a traditional search fund, how do you break that out? So an entrepreneur comes to you, let's let's just use an example. So we'll say someone who is a superior insurance salesperson, and they're like, I'm really good. I've got a good 15-18 years left in my career, or at least what I would prefer to have. I don't know if I want to do this for someone else. But I'm really good at my job. I would love to own my own insurance company. I know how to sell it. I don't know how to build a company. And then they go to you at your firm. And you say, perhaps we can help you with that we can help you find that. So when you work together with an entrepreneur, how do you break out the equity, right? Because obviously there's owners there's equity, and we do it for capital. So it's not search charity, right? It's search fund. So well, there's there's some equity to be had. And we're on a show called Making Billions and so there's ways that people go about to do this in the private market. So maybe you can walk me through a little bit of some of the just the equity stack, not the full capital stack. Just the equity stack of who gets pref? If there's any preferred shares, who gets common? How do you make that allotment to those guys? Really, really, let's unpack this and give the entrepreneurs a sense of what to expect? 

Carl Lundberg  5:11  

Yeah and that's, that's a really good question. I think we're very worthwhile scenarios to think through actually, because, you know, these things come up, this is just a very realistic situation, let's assume that this individual is, you know, probably got a mortgage and children and you know, certain costs that mean, actually, they would rather go the traditional route, because it will give them some level of security and an income over that period. So they would go and talk to a group of investors, and there are, there's a small group really around the world have invested. So it's quite easy to know where to go to, there's a few in the UK, and there's a couple of people with funds that invest in traditional search. And then in Spain, and in the US, there's also a pretty good network of potential investors out there as well. 

Carl Lundberg  5:53  

So they would figure out how much money they're going to need to raise. And that normally is going to be based on how much they need to earn. So they'll put a salary in their budget for a couple of years, normally, there's going to be some software costs, there's going to be a little bit of travel, and there's going to be DD costs, so due diligence and other things. But, you know, broadly, you're looking at probably between 300&600k, as a raise for the search period, that will be issued to the investors as capital. And the terms of that are such that, when a deal is identified a transaction, the search capital will roll into the transaction at a 1.5 multiple. So effectively, you get a 50% uplift for investing early in the search capital, because obviously, there's some speculative risk there, that obviously, they might not find a transaction, and the money might run out, and they might go back to having a job. 

Carl Lundberg  6:42  

And so let's say then 18 months down the line, they find a transaction and they come back, the search capital also gets you optionality. So it gets you a preemption to invest in the transaction, and say, there's a transaction, it's a 1 million EBITDA, you know, insurance broker that the individual finds to buy, they're going to pay, say, 4 million pounds for it and more dollars for the, for the sake of an example. And let's say they're gonna put some debt in, right, so there's an equity gap, they're gonna put debt in of 2 million, and there's an equity gap of say 2 million. 

Carl Lundberg  7:13  

The money that they raise will be raised normally through the issue of preference shares. So an equity investor then puts in 2 million pounds, and for that they receive preference shares worth 2 million pounds, and they will have a preferred dividend, it's actually usually between 8 and 12%. And they will also get the investor will also get the lion's share of the common equity, the ordinary shares, we call it in the UK. The searcher, the entrepreneur, in this example, the the insurance operator who's found the deal will usually get between eight and 10% of the ordinary capital. And this is, by the way, assuming that they haven't invested any cash they haven't co-invested, they usually get 8 to 10% on day one, they then get a further 8 to 10% that vests over a certain amount of time, which is you know, as long as they stay in a management position in the business post, and then they'd get another 8 to 10%, that would usually vest on a on a straight line basis in a range of IRR outcomes. And normally the IRR targets are between it starts vesting at 20% and you'd vest all of it by the time you get to 35% IRR. Which obviously is a pretty pretty decent IRR for the investors. So you're only being diluted down out of the ordinaries to the tune of about 25 to 30% as a as a an equity investor in this scenario, if you've got a 35% IRR already. So that's kind of the bare bones of how the structure would work.

Ryan Miller  8:35  

Yeah, I love that. Now you mentioned earlier. So that's how you win, right? So you got to get your equity incentives in place, you got to make sure investors and searcher or entrepreneur also have the right incentives in place. And that's typically that's one thing we don't we always think equity has a way to make money. And well, that's true. It's also a way to align incentives between operators and owners. And so when we have that equity share and allotments and I mean, I know in the news right now Elon Musk is is pretty pissed. He didn't get his $50 billion equity bonus or something like that and he's upset at the state of Delaware. There's all kinds of stuff that happen when they say through equity, we can give you incentives, the shareholders will provide the operator those incentives. And so not that happens here. But you can see that this is a very emotionally and powerful thing that moves behavior a lot is equity incentives. Now, that's how we win. 

Ryan Miller  9:20  

But also in the early days, whether you're a searcher and investor or anything in between, there's ways that you can kind of get a little lost or potentially lose or get knocked down. What are some ways I know you mentioned speaking to the community is a good thing to do on this show. We believe in reputation and relationships are some of the greatest assets. And so the reason why I bring that up reputation, community relationships, all of those things start to tie together. Can you unpack that a little bit more on speaking with the community and just how that ties into not losing in the early days?

Carl Lundberg  9:51  

Yeah, it's incredibly important in this this space, which is still a relatively small sub sector of kind of M&A and thankfully, there is a growing community, as I mentioned, and they are they do tend to be very supportive and collaborative. And there's not a huge amount of you know, competitive tension between searchers talking to the community will get you so far, you're particularly talking to those who have done deals. And actually those who have failed to do deals, you'll learn a lot. But it also comes down to whether or not you take the advice whether or not you do learn from other people's mistakes. And there is this kind of sunk cost fallacy that people often tend to be aware of but, but find it very difficult to adhere to themselves. If you're going down the wrong path, if you've identified a company that you think is the right one, and as you find out more about it, you're starting to dilute that thought, and you're thinking, actually, I'm lost. And I'm not so convinced, but I spend so much time on it, that I'm going to keep going, that's how you lose. The reality here is that it's far better overall, to not do a deal than to do the wrong deal. And also, there are going to be other opportunities. So there is an opportunity cost to pursuing the wrong one, even if you come out and you get the chance to do another one, and you do end up doing a deal. The opportunity cost is not insignificant. 

Carl Lundberg  11:05  

So really, what you want to do is one, the group of investors that you've gone to, if you can get some people with M&A experience in there, then that's brilliant, because particularly people who see a lot of deals, they're going to have more of a benchmark to look at and say, This isn't good, or I've looked at this industry, these are the issues that you need to be completely clear on as red flags day one. And you can get an easy, no, quick no. So having having a support, not just at the wider community, but actually in your investor base with some experience who can help you to quickly say no, stop you pursuing incorrect businesses, and ultimately stop you from buying the wrong company. And really, they're the key ways to avoid losing in this situation. 

Ryan Miller  11:43  

That's right. Yeah, the good friend won't let you drive it over the cliff, so to speak. So it sounds like and keep me honest, your Carl, it sounds like this is very similar to private equity in the sense that you're buying businesses but not exactly. It's also this hybrid between V, VC and PE, venture capital, private equity. Now, just listening to you, it sounds like that private equity starts with a corporation that they want to buy. And then they will drop in operators where search funds start with the operator and figure out the company that they're going to wrap around that. Would you say that's a fair, very overly simplified analysis? 

Carl Lundberg  12:18  

Absolutely.That's, that's really it and the benefit to this, there's benefits to both sides, that's a win win, because the benefit to the operator is that and I had a conversation with someone earlier this morning about exactly this point, which is it's very impressive individual great academic background, great business background. And if this individual had gone to a recruitment consultant and said can you find me a PE business that's looking to do buy our company, and they want to put a new operator in, he's not going to be incentivized enough is too good an individual. And I don't mean that as a slight to anyone that would do that. But he's too entrepreneurial, too driven, too ambitious to go and sit in there with a private equity owned business, maybe with a little bit of an equity incentive, and a salary that's unremarkable. 

Carl Lundberg  13:03  

Whereas what you do in the search situation is put something together himself, have a group of investors that are backing you and supporting you and providing guidance, but actually, operationally hands off, don't want to meddle unless they're asked to give some involvement. And they will, which means that one you've got more control to, you've got more of the equity, and therefore more of the upside. And on the investor side, what it means is, if you invest in a PE fund, and that PE fund has got a pot of 200 million, and they need to deploy that, they will do that, and they'll buy the best companies they can, but ultimately, they need to buy quite a lot of companies because they gotta deploy the money, right. And so they're not all going to be the best, and they're not all going to get the best attention. And they're not all going to get the best management team. What you have in this situation is one, there's a far lower barrier to entry, because the checks that you need to write as an investor to get into it aren't a million plus, they're far lower, often. And two, you've got someone who one is a very highly capable individual with usually a very good academic background and good business experience. And this is their everything, they're putting their whole time and all of their energy into making sure that this works, because this is their career. This is one single investment for you. But for them, it's everything. And what could be better when you're an investor passively, just watching someone really go for it. And so the reality here is that for investors, but also for operators, it just makes sense. It also provides a brilliant succession solution for business owners, knowing that someone's going to come in and nurture and develop and run the business that you've built over many years usually. And someone is there that cares and is going to give it that attention.

Ryan Miller  14:41  

I love that. And that what you're talking about and folks, what Carl and I are talking about is essentially the crux of the show and also private markets is investors need operators and operators need investors and so where they all come together in a very it's a very beautiful way is in search funds. And so it never is more pure than in a search fund where investors and operators come together funders and founders, they come together and really create something valuable for everybody. So the win win is certainly the name of the game here. 

Ryan Miller  15:11  

Now, I'd love to transition just into the market, the state of the market of search funds and everything that we've talked about, let's, let's really punch this up. Where do you see the search fund market now where and where do you see it going?

Carl Lundberg  15:21  

It varies depending on geographical location in the US, the markets very well ahead of other jurisdictions in terms of maturity. This concept, as I mentioned, at the beginning of the show came about from Stanford University back in the 80s. And it's gradually grown in the US and certain measures have been put in place to make it easier in the US for this for this to happen. Obviously, the US is a very different place to regions within Europe, particularly the UK in terms of scale, size, population, and even state borders and different laws and other other matters. Whereas the UK is probably far more simple place from many perspectives. But the US is probably 10-15 years ahead of the UK, in terms of how the snowballing of the ecosystem develops and the appetite of people developed. And also the understanding of investors and lenders to fund these things without thinking, oh, I don't know, that's a, it's an MBI. What does this individual know about running a business, I'm not investing in that which which, you know, there's still a little bit of that going on the UK. now. 

Carl Lundberg  16:25  

In the US, it's very well established, and it's fairly normal. The business schools have a massive impact as well. So out in the US, Stanford, Harvard, run ETA courses, and they teach search funds and entrepreneurship through acquisition in the MBA programs, I often make a joke that, you know, you qualify from your MBA or Harvard, and you walk out the front door, and it's just a group of people with bags of money, you know, trying to fund your search. But there's so many that come out of Harvard, and they're all you know, that the caliber of people that come out is obviously very high as well. And in the US, there's the SBA loan scheme, which helps people to fund purchases of businesses, and we don't have something like that in the UK, but in Europe, Spain, in particular, and other parts of Europe, it's really growing. The market’s pretty mature in Spain now, and the UK is continuing to grow. And really, there's there's a lot of opportunity. Still in, I think one of the key things is the profile of the business owners, and actually is that that baby boomer generation, who founded businesses who are now approaching retirement age, and there's so many of them, and you know, the fragmentation of business, as well. 

Carl Lundberg  17:30  

M&A hasn't really been a hugely common thing for SMEs in the UK, perhaps like it has been in the US for a long time. So there's a lot of very small businesses owned by people who have done very well for themselves, you know, bought bought a house and paid off their mortgage in the 90s, or the naughties and bought the holiday home in the south of France or in Spain in in the naughties and you know, and have enough and is still earning, you know, half a million pounds a year, for example, and don't really need to sweat the asset, right. So there's some low hanging fruit and a lot of these businesses as well, where, for example, you know, we can improve the business, we can improve the marketing, whatever else. 

Carl Lundberg  18:06  

So it's growing. I think in terms of investing, knowledge is spreading in the UK, as I say Spain is far more mature, Portugal's got a lot of deals going on as well. But there is a bit of a gap probably in the UK at the moment where the lenders have kind of got on board, the second tier lenders, high street banks tend not to be particularly interested or or helpful, dare I say, in the UK, unfortunately, but but there was a bit of a gap in the equity funding in the UK and a lot of cap tables I see have got US investors and Spanish investors, necessarily in order to fund enough to get the deals through.

Ryan Miller  18:39  

I love that. Yeah. And that equity gap in the UK to me represents an opportunity. So it just says, Hey, if you've got equity, and you want to fill that gap, and there's some profit to be had, so anywhere that you as an investor, or even an entrepreneur, that you can drive the maturity of any industry up, typically that act can result in profit. Obviously, it's not that linear, but that is certainly represents a very interesting opportunity of doing this in Europe, but anywhere around the world, to be honest, I love it. So as we round third base, I'm wondering if there were two or three things that you can let our fans around the world now that you find the most valuable in this sector? What would you say?

Carl Lundberg  19:15  

I think number one is getting the point to people. And many, many know this, but really, it's mostly those who have come out of a business school, mid career professionals who have perhaps gone back to school to do an MBA, or who happens to know someone who has or happens to be somehow involved in search. I mean, I, you know, my colleagues here will tell you is all I talk about everyone I talked to I bore them to death talking about search funds. But if you don't happen to bump into me, or if you haven't just come out of business school, lots people don't know about this, and they don't realize that actually, you can go and buy a business. You know, not everyone can indeed not everyone should. I know everyone even should try to, but there's a lot of people out there who are very capable and who can go and buy a business and there's also a lot of businesses out there that are suitable for someone to come along and buy.  

Carl Lundberg  19:58  

So I think there's a huge opportunity  for young people, and I say young people, I mean people with a period of their career left to go in, identify businesses that need some improvement, need some succession solution, and put together a situation that presents to investors. Something that is a pretty incredible opportunity when you're looking at things like 35% IRR, but also gives them the opportunity to one run their own business, and two make substantial upside themselves from their carried interest effectively, that that comes with the ordinary stock common stock that they'll they'll hold.  So I've seen a lot of people make a reasonably substantial amount of money from buying a company, perhaps making some bolt ons, but growing it, you know, putting in place that marketing fixing the website and taking those steps that probably the founder didn't need to maybe a bit of geographical expansion as well. And so there is just a fantastic opportunity. 

Carl Lundberg  20:55  

So I think the first is people need to understand that they can do it, and that the opportunity is there, really, then the next step is you need to be pretty clear about what it is you're trying to achieve. I've got some clients in the space who are very much value investors, you know, I was joking with one of them not so long ago saying, you know, we're bringing our colleagues appetite to pay things up a little bit, you know, we're pushing them up to 3x now, and I think, you know, up from two and a half times EBITDA, he's now willing to pay three ish, you know, and so there's some who will hold out and find a deal, I think this is a cracking deal, they do some proprietary outreach, find off market businesses and strike deals that are just incredible. The day one, you've made a lot of money even if it's unrealized, but but there are others who just want a stable cash generative business that delivers the debt over time, and you know, and maybe has a little bit of growth, maybe there's some bolt ons, and you can take some multiple arbitrage from  increasing, you know, your EBITDA from focusing on new businesses at a lower multiple than you might sell at later. 

Carl Lundberg  21:53  

But just to know, what's your strategy, what are you trying to achieve, and then think about sector focus as well, you do need to set yourself apart in some way. And there are a lot a lot of founders who have nurtured the business over the years and really built it, and it's their baby, really, and they don't want to pass it to someone who, you know, has no idea about the industry. Okay? So so I would say is, if you've got some business experience, try to play to your strengths, and try to look for something that is in an industry that you at least have have some some idea about, either you've consulted in or you've worked in, or it's something that you can demonstrably say, look,  I can make a difference here. And I'm going to look after your staff and your business and everything else. So so really, that's, that's number two, know what know what it is you're looking for, identify some of these key markers of, you know, stable cash flow, EBITDA cash ratio, which we want to be as correlated as possible, unless you're looking for an asset heavy business. But usually people do not in these situations, the EBITDA margin should be between 10 and 30%. Ideally, I mean, if it's higher, great, but you need to understand why. And then think about all those other things about marketing and everything else. 

Carl Lundberg  22:57  

And point three really is overall, think about how you're going to achieve it. And how quickly make sure you do your research, make sure you speak to the community and understand from other people. There's a great research paper that was released in January of 2023. So over a year ago now, but it was by an African research investment group, I think they're based in the US and it was a self funded search study. So it talked about self funded searches. And actually, it had some interesting points in there saying that actually those who were looking in a particular industry and focusing on a search, rather than saying, You know what, we're going to buy something in any industry, as long as it ticks markets, those folks in our particular industry actually tended to do a deal more quickly than those who are being more opportunistic and looking at everything. So there's certain things like that, that actually you can pick up on, learn about and steer your search towards to, to make it more likely that you're going to succeed here. 

Ryan Miller  23:49  

Perfect.  Well, thank you for that. So as we wrap things up, is there anything you would like our fans around the world to know?

Carl Lundberg  23:55  

I think it's worth saying that, you know, actually, this community is expanding. Obviously, I'm very well plugged into the UK community here. And I'm, as you may tell, I'm incredibly passionate about search and entrepreneurship through acquisition, I probably would, in another life have been have been doing it myself, but I really enjoy working with clients and helping them to do it. So I do that in the UK, but also my firm Gerald Edelman is a sponsor for the international search fund Center, which is connected to ESA business school in Barcelona, there is a conference that happens by annually in Barcelona, and I think the off year, there's one in Stanford. I think the Barcelona ones actually the largest in the world. So for anyone interested in space, it is an international conference. So people from all around the world who are interested in search will attend that and it's worth looking into that. 

Carl Lundberg  24:44  

We also in London for anyone who's in London or fancy's a trip to London. I founded last year, the entrepreneurship through acquisition awards that we run here. And so we'll be running that again in November this year, I think it’s around the sixth or seventh of November 2024. And hopefully that will continue to be, you know, an annual event but what we do, it's a great excuse to one, celebrate people who have unlocked value for people great succession solutions, and basically done great ETA deals, but it's more of a collaborative assessment in that, you know, these these deals, the great deals here, a great win win. It's less one sided than a PE deal might be, if you're if you're a PE firm, and you buy a company really cheap, and maybe slightly under pay for it, that's probably a really good deal for you. In the search community. Normally, you've got, you know, people staying in on a consultancy basis, or maybe even they're rolling some equity over, it's far more collaborative. So what you want to do in these deals is win win, create the succession solution that the seller wants, find a nice deal that makes both sides win. And so and that's how we assess these awards. 

Carl Lundberg  25:43  

So we hand out awards that have created opportunities like that. And and so for anyone that would like to attend that, please don't hesitate to get in touch, we have got a website that is part of our website, as a firm. So it's awards.gerald@edelman.com, where you'll be able to view the details of the awards, and obviously it will update it for each annual event as well. So really, you know, it's just anyone that wants to have a chat about ETA, generally, I'm always willing and very happy to do that. And, you know, for any advice or deal flow or, you know, financial due diligence, assistance, valuations, whatever else it might be, you know where to find us. 

Ryan Miller  26:20  

Awesome. Well, I appreciate that. So just to recap, everything Carl and I spoke about, don't build a company by one with a search fund. Number two is know what you're looking for. And finally, number three is look for those research reports. You do these things, and you too will be well on your way in your pursuit of Making Billions.

Ryan Miller  26:44  

Wow, what a show. I hope you enjoyed this episode as much as I did. Now, if you haven't done so already, be sure to leave a comment and review on new ideas and guests you want me to bring on for future episodes. Plus, once you head over to YouTube and see extra takes while you get to know our guests even better. And make sure to come back for our next episode where we dive even deeper into the people, the process and the perspectives of both investors and founders. Until then, my friends stay hungry. Focus on your goals and keep grinding towards your dream of Making Billions.