On this premiere episode of Fund Flow, a new show from McGuireWoods for emerging managers, host Jon Finger sits down with John Huhn, founder and managing partner of Compass Group Equity Partners, to discuss independent sponsorships, committed funds, and overall business practices. 

John began his professional life as an engineer, but he’s more than made up for his lack of financial degree with his entrepreneurial spirit, willingness to always face a new challenge, and 30 years of experience. 

“We like to say that we're operating engineers more than financial engineers. We really partner with our portfolio companies and help build and grow great businesses, and take them to the next level of success,” John says.

John discusses the early challenges he and his team faced following the independent sponsor model. While they were still meeting their clients’ needs, the work became difficult on the administrative end with so many different investors, which led to their switching to a fixed pool of committed funds. 

During this episode, John breaks down his company’s successful business strategies while offering ways for emerging managers to make it in a competitive market. What he believes makes the Compass Group Equity Partners unique is the combination of a geographic focus, a sector focus, a founder focus, and a target profile — and, of course, doing all four things well. Everyone, and every company, thinks they’re special, but John provides pointed direction for how to actually stand out.  

💡 Featured Guest 💡

Name: John Huhn

What he does: John is the founder and managing partner at the Compass Group Equity Partners. With more than 30 years of experience, John has been involved in transactions that represent over 3 billion dollars. 

Organization: Compass Group Equity Partners

Connect: LinkedIn 

🗝️ Key Points 🗝️

Top takeaways from this episode

★    The independent sponsor model might not be sustainable. According to John, the independent sponsor model created some administrative challenges, and his team found themselves spending too much time dealing with board members and investor groups rather than working in tandem with the portfolio companies to help them grow.

★     Whatever you do, do it well. Standing out in the world of fund management is difficult, but John knows that following your own business model, proving your success, and doing all aspects of your job well is key to success. 

★     Really choose a partner that best fits your plan. John and the Compass Group used a placement agent to find their ideal investors. Set your criteria and put work into finding the right placement agent, so that the end result is the perfect fit for you. 

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This podcast was recorded and is being made available by McGuireWoods for informational purposes only. By accessing this podcast, you acknowledge that McGuireWoods makes no warranty, guarantee, or representation as to the accuracy or sufficiency of the information featured in the podcast. The views, information, or opinions expressed during this podcast series are solely those of the individuals involved and do not necessarily reflect those of McGuireWoods. This podcast should not be used as a substitute for competent legal advice from a licensed professional attorney in your state and should not be construed as an offer to make or consider any investment or course of action.

You're listening to Fund Flow, a podcast for emerging managers, offering insights into the journey of new and aspiring fund managers seeking to have access in a crowded market. Tune in as McGuireWoods's partner and host, Jon Finger is joined by guests ranging from first time fund managers to proven emerging managers, experienced LPs poised back emerging managers, and other key participants in the emerging manager ecosystem. Hear their real world perspectives and gain actionable tips to help inform your strategy and position yourself for a successful fund closing.

Welcome to Fund Flow, a McGuireWoods podcast for emerging managers. I'm Jon Finger, and today I'm very excited to be joined by John Huhn, founder and managing partner of Compass Group Equity Partners, an independent sponsor who recently closed on a committed fund in excess of $250 million of commitments. John, thanks so much for joining us today.

Thanks, John. Thanks for having me,

Tell me a little bit about your history in investing and how it led you to begin Compass Group Equity Partners.

Yeah. I guess I'd point out that my background is a little bit odd for your typical financial professional. I don't have a finance or an economics degree. I'm actually an engineer. But I was entrepreneurial in nature for the first decade or so out of school. I started businesses and grew them. But I'm also probably a little bit ADD and always was looking for a new challenge. And M & A gave me an opportunity to both have a new challenge on a regular basis without necessarily having to switch jobs or switch companies. So spent a little over a decade in corporate development for a publicly traded company, and then also spent some time launching a family office.

And what I learned from those experiences is that I enjoyed the M & A activity, but I wanted to be able to stick with the business over time. I wanted to see the strategy that was coming to play out, and I wanted to be part of that future. And hence, launching a private equity firm was the natural response to that. Had the transaction experience and had some operating experience from my entrepreneurial days, and therefore Compass Group Equity Partners was launched in 2015. We like to say that we're operating engineers more than financial engineers. And so we really partner with our portfolio companies and help build and grow great businesses and take them to the next level of success. But that's how I got to where we are today.

What were some of the indicators, both internal with yourself and at Compass Group and then also externally in the market, that you were ready to raise a committed fund?

Yeah, that's interesting. We love the independent sponsor model. I am a big believer that if you know a market and know it well, you can find great opportunities at attractive valuations, and the capital markets will pay for that expertise and partner with you to get those deals done. But what we saw over time was probably a result of our lack of experience in this space, that each and every one of our first nine transactions had a different blend of investors, oftentimes the same investor but a different mix, or uniquely different investors. And therefore, we end up with nine different boards and nine different capital structures and nine different audits and nine different reporting requirements. And it became an administrative challenge for us more than anything.

And so when we began looking at what we do and how we do it, we felt like we had the thematic research down. We were finding attractive opportunities in markets that we knew well. But it is still a competitive market out there with a lot of capital ready to be deployed, and we felt like our weakness was being able to close quickly. And obviously, that's one of the flaws of the independent sponsor model. You have to find the deal. You have to diligence the deal. You have to package it up and then go find the capital. And that extra step of going and finding the capital, for us multiple times a year, became a drag on the timetable. And of course, a committed pool of capital solves that problem. There were other reasons that we made the switch as well, but that was the experience we saw occurring over time. It was much more internally driven than externally driven as far as what's going on in the marketplace.

That makes sense. What were some of those other factors, because I think a lot of the audience will probably relate to that and maybe learn from that in different ways. What were some of those factors that made you ... Beyond just having the committed pool of capital, what other things were driving you to that decision?

Yeah. One of them was again, the administrative challenge of having the number of platforms and boards and investor groups and audits that are going on. We were spending more time on the administrative side of business as opposed to working hand in hand with our portfolio companies to help them grow. And we wanted to shift that balance, and having a committed pool allowed us to shift that balance.

The other is that we didn't realize until we sat down with our growing team that the independent sponsor model had some people uncertain about how long we were going to do this. Even though we were having successes, it meant that at any one time, it was all deal by deal and we could stop at any one time. So to attract good talent, those individuals wanted to see a career path. And that meant we needed to demonstrate or show them continuity. And certainly a committed fund that has a 10 year lifespan is a good demonstration of that. So we think it's an important part of growing the team and showing them a longer term career path.

And then the agility out there to compete for deals was another factor. We wanted to be able to move and move quickly and compete for those deals. And despite all of our best intentions of a wonderful market, there are still people out there who make a determination on who they're going to partner with based on, as the industry would say, certainty to close. And for an independent sponsor, they tend to get a less positive mark in that category. And we wanted to take that away and create that certainty to close as well.

That's a really interesting point you raised there, John, about your team, and I hadn't thought about that. But what I did observe over the years was you certainly had one of the larger teams for an independent sponsor. How did you go about convincing some of those team members that you were in it for the long term? Again, I think it's unique to have such a strong and large team as an independent sponsor. So how do you think you were able to accomplish that?

Yeah. We had grown from just myself and then Chris and I in the early days to 15 individuals. So I can't say that we weren't successful in attracting great team members, but they had to take a leap of faith. They had to trust that what we had done, we were going to continue to do. And I believe those individuals did in fact trust that we would continue. But from the outside, looking in, perhaps there was a limitation on the number of people who were interested in that model. We think our performance speaks for itself. After you do the first one, they say, "Yeah, can you repeat it?" And so then you do another. But, okay, so you've only done two. And you do a third and a fourth and a fifth, and eventually people start to believe it.

And so we think we were overcoming that hurdle, and certainly we have a team varying from directly out of school to old guys like me in their 50s. But I think everyone realized that what we were doing was successful and we were going to continue doing that, so we had some success in getting over that hump. But when we sat down in a strategic planning session as a team and talked about what some of those challenges are, those who were comfortable and brought those issues up, it was really the first time I heard them. But it hit me fairly hard to realize that I wasn't just trying to get the next deal done. I was trying to build a firm that would continue in perpetuity. And as a result of that, I needed to think about how we were structured to bring people onto the bus that would be with us for long periods of time and grow from an associate through VP to a director over time as well. And that was really the motivation for shifting to a more permanent capital structure.

That makes sense. And I'm sure that decision was probably not purely just a light switch that you flip the switch, and all of a sudden you're headed down the path. But at some level, I would imagine that you had made a conscious decision that was a path that you would like to pursue. So following that, how were you intentional about building the right firm and individual credentials and also firm infrastructure in order to raise a committed fund?

Yeah, I wish I could say we were really thoughtful about that.

I teed it up for you, John.

Yeah. I could have said, "Oh, let me tell you how wise we were." But we really did a lot of things wrong, and I probably can share both what we should have done and what we didn't do for others to learn from. But we never really intended to be a private equity firm. We were an independent sponsor and proud and comfortable with that. But as you said over a couple years of multiple discussions, we started thinking that what's holding us back is the number of times we have to go raise capital and the ability to attract great team members and the amount of administrative work that we were dealing with. So it was time to raise a fund.

What's interesting is that's where it got a little bit harder because if I was more thoughtful about it, I would've been going to investors that invest with independent sponsors and with private equity funds. But I had a fair number of investors that loved the independent or direct investment model but didn't invest in funds, or high net worth individuals who could write a reasonable check on a deal by deal basis, but were less comfortable writing a check of five or 10 or $20 million to become an LP in a fund or making a commitment of that size.

And so we did not find ourselves very well situated. We're proud that many of our investors in the fund were investors with us before. But if I looked across all of our investors, it was certainly less than half that were interested in making that next step with us. So we didn't do a very good job there, probably because this wasn't the original strategy. If we thought about it differently, we would've cultivated those investors earlier on. But in the last year or so, certainly we tried to do some of that.

But some of the things I think we did well is build a team, so we had the systems and processes and operational prowess to do what we needed to do like a fund. People said, "Well, you've never run a fund before." And I would say, "No, actually we've done it eight or nine times," because each of our holding companies had a handful of LPs who in turn committed to us to invest in a business. So we were fairly experienced on that side. We had a full-time business development individual. We utilized DealCloud for our CRM and process for evaluation and tracking of opportunities. We had written, documented DCs that we were working on. We could show our work from when we wanted to get into a marketplace and when we made that investment. And then of course, we had decent success along the way. And so we had many things going for us, but we had to find a new group of investors that wanted to hear that story before we were able to really make some great traction in the fund.

What did you consider and then prioritize in developing the investment strategy for your initial fund, and how did you seek to differentiate Compass Group? That's obviously something that everyone is focused on with emerging managers. So how do you think you differentiated yourselves?

Yeah, so it's interesting. Of course, we all think we're special, right? And so we're better and we're different than everyone else. And then I learned the word JAMBOG, just another middle market buyout group. And I realized that when I got my chance to talk to those LPs, I was the 10th one that week and hundredth so far that year that had told them that they are different and special.

But I can tell you what our story is, and we do think it's special, is that first of all, we're sector focused. We're not an agnostic fund. We are focused in two primary areas. One is manufacturing and distribution in niche areas. The other is business and consumer services. And so we knew those areas well. We had done deals in those areas, and we were comfortable with it. And we were going to stick in those areas.

The other is that we have a geographic focus. We're based in St. Louis, and we use that as part of our strategy. So we say we hunt between the mountain ranges. And so we are working with businesses that are near us in relative proximity. So we can hop on a flight or jump in the car and be there and spend time with them, again, operationally partnering with them as opposed to sitting back and being financial engineers.

And we're focused on targets or sellers that are founder owned. We're the first institutional capital that they've worked with, and they're going to roll over equity with us in all cases. And so we want to form a true partnership with them. So while the economics have to work, the relationship has to also work. And so there's a certain profile of business that we're looking for in not only size and scope, but also location and style and rollover, et cetera.

And no one of those things, geographic focus, a sector focus, a founder focus, a target profile, no one of those things is unique. Where I think we become unique is when we do all four of those things together and we do it well. And we're committed to that. We don't stray from that. And that seemed to resonate well with LPs as we went out and talked to them. They liked the Midwest. They liked the lower middle market. We say two to 12 million in EBITDA. They liked our thematic search process, and they liked our partnership style. And so that really was what we considered our secret sauce that isn't impossible to do, but it's hard to replicate. But I guess it worked well enough that we have people believe in us.

And then I guess one other thing I'd say that maybe goes along the lines of what we had to do different, and we would tell the story and we believe that we're not doing anything different. We're in the same markets, in the same territory, in the same profile that we did our first $200 million worth of deals as an independent sponsor. We were just doing more of the same. And so I think that, along with the fact that we had a team and a firm and processes, gave people comfort that we were, yes, our first time commingled fund, but we looked and felt like an experienced private equity firm. Or that at least is my story.

Sure. I think one of the most important questions for an emerging manager as they're headed down the pathway that you did is whether to use a placement agent. And then if using a placement agent, what are the most important criteria to focus on in choosing your partner that best fits with your plans? So maybe talk a little bit about how you went through that process of deciding to use a placement agent and then selecting a placement agent.

Yeah. We talked to a lot of different firms that did and did not use placement agents and listened to their stories. Our desire was to not only do this, but do this quickly and successfully. And you heard me talk earlier how we didn't feel like our investor base was a perfect fit because we're making a shift from independent sponsor to a committed fund. And so we chose to go with a placement agent. We felt like that would guarantee success. We're a pretty proud bunch, so I'm sure we would've eventually done it on our own. But we decided to go with a placement agent, and then we met with quite a few of them.

And what we determined was our criteria was that we wanted a firm that was large enough to get to the necessary individual, so we were not looking for a one or two man shop. But we also wanted to be the only or exclusive when it comes to what are they raising money for? And so there are some big firms out there with 80 individuals, and you're one of 10 lower middle market buy out funds that they're raising money for. We wanted to be the only one they were raising money for at the time.

And so we were fortunate to find a great firm. Aqueduct Capital was our placement agent. They were large enough to have very strategic conversations and boutique style relationships, but large enough to have individuals with deep relationships in all the key markets from New York to LA, and give them great credit. They kept us very busy on the phones, lots of people to tell our story to, and were a great partner for us. But it was key to us to find the right size and shape. And one thing that I would say that surprised us is we found more than one that we thought was a good fit until we applied that criteria or the criteria that we were ready at a specific time, and we wanted to be the only one. And we had others who we would've chosen or could've chosen that were busy raising another lower middle market fund, and either they didn't or we didn't have the willingness to [inaudible 00:20:52] from that.

So it's interesting. It's all about timing too. When you find LPs, they have to have capital available to invest. When you find a placement agent, they have to have a slot in their portfolio of what they're looking to raise. And we found a few that were just busy with other projects at the time that are great out there as well.

What were the most important considerations for you when selecting LPs to really pursue a partnership with for your fund, knowing your LP base, but thinking about the true core of it and what was really important as you thought about strategically, what your investor base was going to look like?

Yeah. We were fortunate to have a good partner to help us think through that. What type of firms did we want? And in the beginning, we wanted a diverse mix of firms. Fund of funds are often ready and willing LPs, but they too have to raise a fund. So timing is sometimes an issue there, where insurance companies or endowments or pension funds might be considered more evergreen type capital, always available. And so our goal was to find a group of LPs that would be fairly diverse and wouldn't carry any concentration risk in any of those areas. Of course, when you're raising a fund, the first goal is raise the fund. So going into it, we didn't know how selective we would be able to be. But we reached out to a pretty diverse group of potential LPs.

As we got down the path, we were very fortunate that our story was resonating very well and that we ended up with more interest than we could handle. And as a result of that, we were able to do two things. One, we were able to hand select the group of LPs that we wanted to move forward with. And as a result of that, we could choose that we had pension represented, and we had endowment represented, and we had insurance, and we had fund to fund, and we had family offices.

So we could have a very good blend of those partners in the fund, but we also had to dance through that many of our investor or LPs were interested in a larger commitment. And we had to talk to some that we couldn't meet those desires and others that were willing to take a smaller piece, which for us is nice because it means that when we raise the next fund, and we're certainly optimistic that we'll be able to deploy this one and decide we want to grow a little bit ... We certainly want to stay in the lower middle market, but if we grow the next fund a little bit, that our current LP base has the bandwidth or interest in growing because they had that interest in the first fund, and maybe just didn't get quite as much as they'd like. So we were very fortunate to be able to be selective and hand select our LPs at the end of the process. But candidly, we didn't go into the process knowing we'd get to that point.

Sure. You clearly had a very successful fundraise, and congratulations for that. But what were the most common reasons you heard or saw LPs being hesitant to invest in a true first time fund, even one with a very impressive track record and diverse and impressive background?

Yeah. We thought originally that we'd be very strategic, and we met early on with some great brand name LPs and then heard things like, "We're fully allocated, and we like you guys, but we just don't have any more money to invest this year." Or we have a lot of re-ups, and so we have to focus on those re-ups, managers that they already had invested with that were raising additional capital. In our case, because we're raising a relatively small fund, we had interested parties who simply wanted to write a check that was too large for us to accept. And so those were probably the three, too busy with re-ups, out of capital allocation for the year, and check size that were our biggest challenges. And then the other is simply timing. These capital allocators talk to a whole lot of folks, and they have a whole lot of potential managers in the mix. And for us to get attention and move at the pace we did in a relatively quick period of time, in some cases, we had individuals who just couldn't move as fast as we wanted them to or needed them to.

I certainly know it's a competitive and challenging environment for emerging managers, and frankly, any manager. But again, a lot of impressive funds are getting raised. Thinking back to when you set out down the path, and pick whatever starting point you want, how long did you expect it was going to take you to get from start to finish on the fundraise, and how long did it end up taking you?

We expected it to take a year. We heard that from many folks that if you could do it in a year, that's good. Plan for 18 months. Anything a year or less would be great. And so we spent, I think, plenty of time up front, making sure we were 100% ready. We didn't want to turn this into the 18 months. We wanted it to be a year or less if possible. So we took our time to make sure that we had our materials ready, we had our story ready, we had a data room ready, we had a strategic plan of who we were going to talk to and when we were going to launch. So we launched essentially at the beginning of the fourth quarter of 2021, and we were able to close in April, so a little over six months for us, which of course made us very, very happy to get through the process that quickly.

But I give a lot of accolade to the team here. One of the benefits of having a good team here at Compass Group is we were able to diversify the task. I can't imagine if I was an independent sponsor with individual partner or two folks spinning out of a firm, and those two individuals had to do the line of credit for the fund and the placement agent work and the data room and the insurance and the SEC registration and the compliance partnership and the fund administrator relationship. We were fortunate enough to have a team that we could divide that work, and everyone took on their respective pieces. And the team really pulled all that together, which just is a tremendous amount of work. We did as much of that as we could upfront, launched and were able to get it done in a little over six months.

That's incredible. With emerging manager programs on the rise, what do you foresee for the future of the landscape with respect to the willingness of LPs to invest with emerging managers?

That's interesting. We talked to all types. And when we came across an LP that says, "I don't typically invest with first time managers," we would tell our story about how we're doing the same thing with the same team in the same markets. And we're really not a first time manager because we've deployed 200 million of equity already, and we're just doing more of the same. And of course, then when we talked to an LP that said, "I love first time managers. They're committed. They're hungry. Statistically, the performance is better," we would of course talk about that a little bit. But I do believe that there are LPs recognizing that the lower middle market and first time managers with some background of experience are very attractive areas, that again, statistically returns are better. So they dedicate a portion of their capital to first time managers. And others will flat out tell you that they won't. So if you're an independent sponsor looking to make that jump, it's one of those things that ask that question early on. With that said, we found opportunity to meet some wonderful LPs that were not comfortable investing in a first fund, but I think are very serious about tracking Compass Group, seeing our progress, and would be a very likely investor in what we're calling the third fund. With the first portfolio as an independent sponsor being our first, we call this our second fund.

As you think about the landscape, what changes would you like to see within the emerging manager ecosystem in the coming years based on what you observed and experienced over the past 12 months?

I don't know that I will be able to make those changes. But what I'd like to see, as you say, is I would love to have LPs be willing to acknowledge ... And this might get me in trouble, but I'll say it anyhow. Willing to acknowledge that their complacency to just re-up with existing managers means that they are missing out on opportunities with emerging managers. There's no doubt there are times where we felt like we were second or third or fourth or fifth in line behind existing managers. And I remember one specific conversation where our track record would be high, double digit growth IRR, and their existing managers in average had mid-teens IRR. And we had a very interesting and friendly conversation about how high does that arbitrage between your existing managers and what we believe we can deliver need to be to justify what would be admittedly additional risk to take on a new manager. In that particular conversation, they did not invest with us. So I guess that has to be pretty high.

And so I think there's a lot of folks who don't want to rock the boat and just do more of the same. And it would be wonderful for the industry to recognize maybe some of the data that's out there that would demonstrate first time managers and emerging managers actually have a better performance track record than many of the existing funds. But there's risk associated with that. I think as the industry with dry powder generates more modest returns, which a lot of LPs seem to be accepting, other LPs will come to the conclusion that they have to venture out a little bit further and take some of those risks to partner with a new manager to find those great returns.

Yeah. Just be a little bit careful there, John. Soon enough, you're going to find yourself potentially on the other side of that equilibrium as a re-up candidate. Right?

Well, yeah. One of the benefits is, and I told people that man, if we're a second fiddle to your current LPs, I can't wait until I'm on that side of the street and just show them the stats and have them quickly say yes.

Sure. So recognizing all the inherent complexities in raising a first time fund, what are some teachable moments that you and Chris and the team encountered along the way?

Probably the most important for us, and this is a little bit of our style is plan first. Have a strategy before you just jump out and start talking to folks because like anything else, sometimes your first conversations are your best conversations. And you don't want to waste those as practice. So that's one that served us very, very well. The other is the confidence to be able to say no. We had people suggest dramatic economic discounts for being an early investor, whether that be the management fee or the carry structure. And we had enough background and enough confidence to say no, that's not a fit for us. And I'm glad we did.

It's hard to do early on. But if you have a good business and a good team with a good track record, you'll find the LPs that will back you. And we were able to stand our ground. And as a result, we did not have to provide any special economics in the form carrier or fees to any of our LPs. And I think that makes for a great partnership. They don't have anything off market with us, and we don't have anything off market with them. And so we have a very straightforward, traditional partnership going forward. And we know that they joined us because of who we are and not because we gave them special economics.

So those are probably a couple of things that were important for us. And then of course, the last one is just persist. You always got to keep grinding away at it. We did it in a little over six months, which felt like a really long time. So I feel for those who it takes a little bit longer. You just got to keep going.

You've touched on a lot of great nuggets for the emerging managers out there. What do you think is the most important advice you would give to other emerging managers that you wish someone provided to you 12 months ago? And that can be something you've already touched on that you want to highlight or something else.

Yeah. I would say the plan ahead. And I talked about planning ahead to launch the fundraise, but I would emphasize plan ahead to be a fund. And so that means you have investment memos that are professionally written, that you are working with current investors who can also invest in a fund, that you build systems and processes that make it feel like a natural transition for you. And those things start many, many months, if not years before you go raise a fund. That would've made it easier for us, and certainly would be probably the key message I would encourage for somebody considering this path.

Well, thanks so much, John. I really appreciate you joining us on the podcast today. Congratulations on all the success. As you know, we're heavily invested in the independent sponsor community as well. And seeing your incredible success as an independent sponsor firm and transitioning to a committed fund is truly extraordinary, so congratulations. And thank you to all our listeners for tuning into this episode of Fund Flow, and have a good day.

Thanks, Jon.

Thank you for joining us on this episode of Fund Flow. To learn more about today's discussion, please email host Jon Finger at jfinger@mcguirewoods.com. We look forward to hearing from you.

This series was recorded and is being made available by McGuireWoods for informational purposes only. By accessing this series, you acknowledge that McGuireWoods makes no warranty, guarantee or representation as to the accuracy or sufficiency of the information featured in this installment. The views, information or opinions expressed are solely those of the individuals involved and do not necessarily reflect those of McGuireWoods. This series should not be used as a substitute for competent legal advice from a licensed professional attorney in your state, and should not be construed as an offer to make or consider any investment or course of action.