Economic and Operational Terms of PE Spinouts and Subsequent Challenges (Part Three of Three)

For an investment team to successfully spin out from an established PE firm, it is important for the parties to retain a symbiotic, ongoing relationship. The seed capital and early infrastructure offered by a legacy firm can allow a spinout entity to thrive, with benefits inuring to the prior firm through the negotiated revenue sharing agreement. If that relationship is handled clumsily, however, or the spinout principal is ill-prepared for the rigors of operating the new entity, then a once-promising spinout can end in disaster. This third article in a three-part series details some of the economic and operational terms negotiated as part of the ongoing relationship between the two entities, as well as certain post-spinout complications that arise. The first article explained what PE spinouts are, why parties pursue spinouts and what factors impact the timeline for a spinout. The second article explored some obstacles that legacy firms and principals need to navigate to complete a spinout, including as to track record portability and non-solicitation clauses. See our two-part series on seeding arrangements: “How a Manager Can Optimize Its Infrastructure to Attract a Seeder” (Sep. 22, 2020); and “Finding the Right Seeder/Manager Rapport and Tips for Luring Other Prospective LPs” (Sep. 29, 2020).

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