Recording live from the Independent Sponsor Conference in Dallas, host Jason Griffith invites Oliver Patten and Parker Shields of Sherburne Partners to discuss their experience buying a packaging company. Oliver and Parker cover a range of topics, from stepping in as independent sponsors to building relationships to asking the management team “stupid” – but also thought-provoking - questions that they may not have considered for years.

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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.

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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 are listening to Deal-by-Deal, a McGuireWoods podcast. Deal-by-Deal invites you to conversations with experienced independent sponsors and other private equity professionals. Join McGuireWoods partners, Greg Hawver and Jeff Brooker, as they explore middle-market private equity M&A to provide you with timely insights and relevant takeaways.

Welcome to Deal-by-Deal. We are live at the Independent Sponsor Conference in Dallas, Texas today. My name's Jason Griffith. I am a partner in our corporate group at McGuireWoods. I'm joined today by an independent sponsor team that I met here at the Independent Sponsor Conference, so it's a nice full-circle moment. We're excited to be here. Guys, why don't you give us an introduction? Tell us about Sherburne Partners. Tell us about the deal that we're going to be talking about today, your platform company. And welcome.

Yep, appreciate that. Thanks, Jason. So this is Parker Shields. I am one of the managing partners of Sherburne Partners. Just a little bit of background on me, I was an M&A banker at Perella Weinberg for about seven years, I guess, in the city, and started Sherburne with Oliver mid-2022. I'll let Ollie introduce himself and then we can give some background on Sherburne.

Hey Jason, thanks for having us. Oliver Patten, I'm the other co-managing partner here at Sherburne. Started my career out a college at Morgan Stanley, worked in capital markets and investment banking. Left Morgan Stanley to go into mid-market private equity, spent time across healthcare services and business services, and then actually moved downmarket to an independent sponsor focused on tech-enabled services for two years before starting Sherburne with Parker. So thanks for having us on today.

Happy to have you here. So we met, we were talking about this, two years ago at this conference. You guys were looking for your first deal and then coming out of the conference, you found it, subsequently able to close it. Can you just give us the overview of Sherburne Partners and an intro for listeners?

Yeah, happy to. Sherburne Partners was founded in 2022. We're a private investment firm dedicated to buy-and-build opportunities in a fragmented industrial and business service industries. We look for businesses with strong reoccurring revenue, histories of profitable growth, defensible gross margins, and at the end of the day, customer-centric cultures, focus on majority control investments, ideally being the first institutional capital in founder and family-owned businesses. As we spent time forming a thesis in a space, we focused on the blue-collar end quote of business services and industrial services. Within that, we were looking for businesses that are generally sticky and highly reoccurring.

I think we all would love a contractual recurring software business, but we focused on the next best thing, which was highly reoccurring. Within that market, we saw packaging as a space that generally has durable growth, GDP-plus type growth, customers that tend to stick around for a long time. And as we spent more time in packaging, we found paper-folding cartons to be a space that we liked a lot. There's sustainability tailwind there about a move from plastics to paper. The supply chains are mostly domestic here in the US, with some imported raw materials from overseas. But generally speaking, we saw it as a space that had long secular tailwinds and businesses that generally had consistent free cash flow metrics that ultimately are important for us as investors.

As you started talking with your seller... So one of the things that we all want to talk about today and that we had talked about exploring with our time is, how does the relationship dynamic work? There's a few different pieces of stepping into the business as an independent sponsor, right? You've got your seller who in your case, is still active management, still leading the enterprise. They're also an investor in your deal through rollover, right? You've got the senior leadership team on the ground who's now got new faces. Who are these guys? What role do they have? What's their vision? What's that mean for my job and my future? We talked a little bit about exploring some ideas around getting everybody going in the same direction, helping everybody feel confident so they can perform at their best.

So that's what I want to talk a little bit about today. To me, that starts the beginning of the story ,is those conversations with Don and Steve, "Hey, we want to come in. We're going to buy your business. We're independent sponsors. First of all, here's how we explain what that means in a way that still makes us feel confident in the way that we're presenting the deal and makes them feel confident that we can close. And then also just, how we're going to work together, the four guys around the table who are going to run this enterprise that previously had just been the two of them?" How did those conversations start and how did they unfold, and how did they change over time?

So when we met Don and Steve, Steve was the founder of Digital Color Concepts, which is our portfolio company today. He founded the business in 1987 and Don joined him as a partner in 2001. It really was just them and they had built a great business in the commercial print and folding carton space over decades, and they were at a point in their lives where they wanted to find a way to retire eventually. I think the way that Parker and I met them through this process was as really the only solution that really fit what their needs were. A lot of the people in the process were strategic buyers, people that were other commercial printers or packaging businesses in New Jersey, which is where the businesses based, and we were really the only buyer that was a group of young individuals looking to grow their business and really invest for their future, and I think that really resonated with them as sellers.

Yeah, I would agree with that. And I think you also raised a great point that not only were we new people to Don and Steve, but also the education point of explaining what an independent sponsor is, how that's different than a funded sponsor, also a challenge as we were introducing not only ourselves but the concept of an independent sponsor to two sellers who probably hadn't heard that before.

Was it always the idea that they were going to stay on as leadership of the company going forward, or were they looking to cash out and move on?

It was, yeah. So part of the reason I think we looked for so long for a business is that both of us knew... We didn't get much personal background when we started this, but neither of us are operators by trade. We're both finance guys by way of professional background, so we needed to find a business and sellers who knew that and wanted to stay on for some period of time post-close to actually operate the business day-to-day. So that was always the plan from our point of view, that they would-

Was that consistent with the plan from their point of view?

Yeah, I think it was because neither of them are quite ready to retire yet, and part of the rationale for them for this transaction was having a line of sight into fully exiting, but not fully exiting at close, which for us was perfect because we were not in the position to of course be either CEO or president ourselves, and also didn't want to hire someone new and go through that transition also concurrent with the close. So I think that's one of the reasons. Those are a lot of reasons that this deal worked so well, but that alignment between our expectations and their desires was I think one of the big ones.

You're not real heavy-handed, there's a new boss town, here's how things are going to work kind of guys by personality. Did you have a vision when you were chasing your first deal of how that dynamic was going to work with these... We would learn them as Don and Steve and those relationships develop over time, but did you have a vision of how that was going to look and does that match the reality?

I think for us it's always, feel comfortable asking the stupid questions to these people who've been operating businesses for decades. Like Parker's point, we're not operators by background, we were investors, and so coming in and really being a true partner to these folks and asking them questions they haven't been asked in 30 years, "Why do you do it this way? Is that the right way? How are processes different than your competitors down the road?" Those questions were never things that were really ever asked, and I think those questions are thought-provoking for both Don and Steve and the rest of the management team as we look to push the business forward and grow.

How has it been with the rest of the management team? Because you have your early cadence with the sellers. You're talking to them about the deal. Maybe there's some dinners or some golf or whatever that dating process is. Then you negotiate the whole transaction with them, so you get a lot of reps, some of them under tension in the course of the deal, so you know who they are. And then all of a sudden they turn around and present you to the management of the company, "These are our partners." How did that go?

Yeah, I think that's a really good question. We have a lot of thoughts on that. So you're exactly right, we had a lot of reps, I'll say, with the sellers through the diligence process and negotiation process, but really not much exposure, I would say at all, to the management team really prior to the day of close, quite honestly. Initially, after we closed, Oliver and I took a roughly, I would say 100-day do-no-harm approach where we were basically just observers in dynamics like management meetings and really just the day-to-day of being in the business. I think that did help establish, I wouldn't say credibility, but maybe take some pressure off just the dynamic generally where people know we're not going to come in swinging a hammer any sort of way, and that helps set the stage for us to gradually get, I would say a little more involved in the day-to-day after that period.

We definitely had in diligence things that we thought were, whether it's low-hanging fruit or things we should improve upon, but to Parker's point, we thought the best thing to do in a business that's been owned by two individuals for a long time was to step in and do no harm, ruffle no feathers, and again, just be observers. And so I think the team, what they saw were two intellectually curious people that really generally wanted to just help them be better, operate better, grow. And I think they really liked that they saw... I think they continue to hopefully see a certain energy that we bring to the business every day. I think as they look in their industry and in their business, it's always trying to get younger, is what we say. They're excited that there's two people in management positions or ownership positions that are really young and focused on the next 30 or 40 years versus someone else who's an older person who has a set way of doing things, I think.

One thing that's a little different for you guys is you've been on the ground a lot since we closed the deal. You guys set up shop there. You're there five days a week?

Four or five days a week.

Roughly four, I'd say on average, probably.

What caused that? That's obviously inconsistent with what I think most people think of with an independent sponsor or a private equity owner. What drove that and how long will that continue? What's that dynamic like?

Yeah, so a couple of reasons. I think first and foremost, we ended up pursuing this deal as our only platform deal, and it is also, I'm looking at Ollie now, what? A roughly 30-minute drive from where we live in Manhattan. So for us, the concentration aspect of having one deal, but also the ease of getting there pretty regularly without too much of a hassle roughly four days a week. So for us, we thought it was worth it to spend more time on site, get more deeply involved than maybe a traditional independent sponsor would because we thought we would be best served in our investors, frankly best served by that level of involvement, but I wouldn't say that was the plan when we started Sherburne Partners two years ago. But as the deal evolved for the reasons I said, the location, even partly the capitalization, it just made sense to spend more time there in kind of a more boots-on-the-ground way.

Yeah. I would say we talked to a lot of folks again at this conference years ago and people asked, "How involved will you be?" and it was, "Depends on what the business needs." And when we actually closed and saw that, I think the business would really need to have two folks there helping, it was a very easy thing for us to do, was say, "Hey, we can easily drive out three, four days a week and be there to help you guys." And I think it drives a lot of alignment with us to say, "Hey, we're in this with you guys. We're not sitting in our glass office in Manhattan and barking orders over Zoom." It's, "Hey, we're actually here in your meetings and being a part of the team and sitting in the corner, and then debriefing and asking questions."

And I think that, to Parker's point, has helped us create a lot of alignment with our management team, and also our investors and capital partners who like to see that as well, that we really care and our boots are on the ground. I'd also add that as we talked to other independent sponsors out there who had done probably more deals quicker, we have folks, friends, colleagues who have two or three deals in the span of two years, and the refrain we heard was that you get stretched thin very quickly when you have that many things going on. And so for us, we said, "Hey, let's take a very concentrated approach, build this platform, make long-term decisions and really be a part of it from the get-go."

One thing I'll also add to that is the seller rollover piece of this deal meant that a true partnership dynamic was always a theme of this deal, and I think being on site, as we said, four days a week roughly, really reinforces that theme and I think has helped. One of your previous questions was, "Oh, has reality matched expectations post-close relative to what you thought prior to closing?" and I think being on site that frequently and with that spirit has helped make sure that expectation versus reality has actually not been that different.

What's the relationship dynamic between the non-owner senior management people as they go, "Wait, wait, who's in charge here? There's these two guys, but there's the old owners that have worked for a long time, but they're still here?" Is there a clear chain of command, or are you generally on the same page with your sellers so that's not really an issue, or how does that work?

Yeah, that's actually such a great question and I'll let Ollie jump in wherever he wants here, but there's definitely... It's an interesting dynamic because we are neither owners in the strict sense of the word nor officers of the business, but nonetheless there three to four days a week. We also reach out pretty frequently to folks in the organization, whether that's someone at the top or highest level of managers or folks even down the line for things like data, certain questions on anything that might relate to the day-to-day. And it's funny because reaching out does circumvent the org chart in certain ways, but in other ways, it is the most efficient way to get, for example, an answer, to build rapport with people, and things like that. So it is something that we've had to be sensitive to, and frankly, I still think we're figuring it out a bit, trying to understand where going to certain people is most efficient versus where it might not be worth the feathers that it ruffles, but it's something we're definitely still getting a grasp on and learning in real time.

Yeah. I would say Don and Steve, the sellers, definitely maintain their day-to-day operating responsibilities, and certain levels of decision-making do flow almost directly up to us. A lot of it's around capital allocation, finance function, et cetera, do bubble up to us very quickly, but day-to-day things around operations or a job being on press in our plan, those are decisions that Parker and I would never really be involved in and those are things that have continued to stay with Don and Steve, which has been great because I think the team knows that, hey, this is a bigger decision that Sherburne needs to help be involved in, and Don and Steve would direct that decision to us.

But at the same time, some of the smaller things that are more day-to-day, just how a business is run, they continue to manage. I would also say, us stepping in has allowed the management team to have more accountability to each other. We're allowing them to grow. I think part of the thing we liked with DCC was the fact that we saw a very capable management team, we just had to enable to make more decisions. I think prior to our investment, those decisions were handled by Don and/or Steve separately, or together, and now we're asking our head of manufacturing to make a decision with our CFO and that's their decision to be responsible for. And I think they've really enjoyed that level of autonomy and responsibility.

It seems to me like a lot of what's working is you being on the same page with your sellers about what you're supposed to be doing, what they're supposed to be doing, what you're supposed to be working on together, and what you're supposed to leave each other alone to figure out. Is there an org chart, either formally or just a conversation that you've had with them where you set forth those channels, or is that something that's just developed over time? Part of what I'm trying to drive at is, it working because there's just a good relationship dynamic or is there something more structural that you would try to replicate in your next investment?

A lot of it I think comes down to, our goal at the end of the day is to drive equity value. And I think the whole team, myself, Parker, Don and Steve all know that at the end of the day, decisions we make are in service of that singular goal ,is to drive equity value, and so I think we generally see alignment very quickly on things that are either detrimental to that or help us with that. We come to consensus quickly and when we don't have consensus, I think we're very open to talk about it. And I think we have calls very regularly, we see them a lot in the office, and we're very quick to say, "Hey, is this the right decision for us in the short term and also long term?" But there isn't really a structural way in terms of, these are your roles and responsibilities, these are our roles and responsibilities. It's been very organic in how we've gotten there, I'd say, or fluid.

Yeah, I think that's correct. There definitely was nothing as formal as an org chart or a listed bulleted-out division of responsibilities or anything, but it has been I think a pretty good mix of just good interpersonal dynamics along with just, in a bona fide way, being motivated and driven towards the same thing, which again, I think a big part of that is probably driven by the seller rollover and the common goal that we all share.

Yeah, I'm always interested, my vantage point to these deals is through the documents. So this company to me exists in the LLC agreement and the blocking rights and the rollover terms, and so I love to hear about the actual relationships on the ground. The one thing I've never done is sat in the room with all the team, "Here's the new guys. They're coming in, they're taking over." I've always had the impression that one of the first things people are thinking about is, what does this mean for the business? What does this mean for me? Oh, we've got these private equity hedge fundy finance guys coming in, they're going to be looking for efficiencies or ways to fire people. How do you recruit the team to what you're trying to build? Because driving equity value is awesome for people who are owners, but for the rest of the team, that's not their relationship with the company and you're just these new guys who show up. And again, you're there a little bit more than a lot of investors would be. How does that work?

Another extremely good question. There's a lot to answer there. So I think initially, you're exactly right, we showed up truly the day after close-

Yeah.

... and we were-

The Monday after.

The Monday after. Like I said earlier, had never met any of the management team. And again, you're exactly right, a lot of folks wondering, what does this mean for me? What does this mean for the business? What does this mean for job security? All these things that you listed. And again, I think to go back to what we were saying about a do-no-harm approach, we said that quite literally in the first meeting that for the first 100 days or so, we weren't going to rock the boat or make any changes. But we're also I think very explicit and very direct that our goal was to grow the business, and so we weren't making any guarantees or promises to anyone in either direction. But if you're trying to grow the business, the goal is of course to stick around, do more business, do more work, hire more people, and so folks shouldn't be scared or intimidated by that. And in fact, they should be excited by that outcome.

And the message took, I'd say probably a couple months to get across, and you can only tell people so much in the first meeting post-close and have them be like, "I got it. Totally. No more questions." It takes them some time to form their own opinions. But again, to answer it concisely, I think one, being very transparent and direct with folks was helpful. And then two, I don't know if you want to discuss maybe the existence of the management incentive plan, but that also helped to just drive alignment broadly from the management team's perspective along with of course the selling shareholders and then Oliver and me.

Yeah, you always hear, "Think like an owner," and we're trying to get the team to think like owners, think how Don and Steve would have thought about a decision, think how Sherburne [inaudible 00:19:18] decision being made. And I think it takes time to educate people on what is EBITDA, how are we valuing the business, why are these certain things important? But at the end of the day, once we have that education, which is slow and always happening, I think the team really feels like they're bought in and say, "Wow, we all know what we're supposed to be doing and we know that certain decisions improve our valuation," and the other things [inaudible 00:19:40] and so we think we've built that buy-in over time. We think we'll continue to have success with that.

One of the things that we talked about in our prep notes getting ready for this was implementing data systems, and I think we hit on it a little bit that that's part of what your background is. That's part of why you thought this would be a good match for you, because this was something you could bring to the table to really add some value. And one of the things that we've been emailing back and forth about was just getting the right information out of the company. That's a little scar tissue for us. We've got a deal that we love that we couldn't get moving because we couldn't get the right data to get the QofE delivered. This will be a familiar story for a lot of our listeners, I think. How have you implemented that? How have you gotten it out? Do people roll their eyes like, "Oh, EBITDA metrics, I am not bothering with that report or tracking metric?"

Yeah. Again, so much to say on this topic, so I think first and foremost, the education aspect of data and tracking it, farming it has worked both ways. So it's us of course educating the management team and folks on metrics like you mentioned, like EBITDA and things like that, but also them educating us on certain metrics that are specific to print and packaging. I won't go into them in too much detail here, but there's really no way around it. I think it's been getting people to understand and appreciate why the data is important, but then also getting on board with the relative pain of tracking it and reporting it.

It's probably exactly as difficult as you imagine. There's really no silver bullet to it. It definitely is slow and I think tedious, but it's important for all of us to have, and everyone knows that and everyone is on board, but I wish I could come to you with some quick answer like, "Oh, it was actually much easier than we thought. Data was abundant. We had everything we needed." That was of course not true, and I think a lot of listeners will also probably share that experience post-close.

Well, so a lot of these businesses in our size range have systems, and they use systems to track orders going through their business and track finances. But really, what people don't do sometimes is use the system the way that it was intended to be used, and I think generally, people default to what's easiest for them, and so shortcuts and things can be created that lose some of that data integrity. So I think for us it's showing, "Hey, this is the system and this is how it really works, and this is the data you can pull from it and why that's important," to Parker's point, and showing them that, "Hey, this can be tracked, and this is what you can see and get out of it," has been really important.

But you can have the best system in the world, $200,000 implementation for a system, but if it's not used correctly in the right way, it's a huge waste of time and money for everyone. And so I think for us it's, we stepped in there and we have an ERP system that we use, and just showing the team that there really is rich reporting and rich data capture in that, and how do you actually take that out, parse it, and then show it to someone and say, "Hey, this is what our bookings are, for example, or this is our production schedule," and those types of things have been really rewarding to show people that, hey, this stuff is in there if you just pull it out and digest it in a certain way.

All this talk about data makes me think about getting ready to close and finishing the diligence process, getting the great legal memo that your legal advisors prepared for you, but also getting all the third party reports, and we do all that work so that you can be as eyes open as possible going in. I suspect it's still not the full picture. And as you get on the ground, you've learned some things that weren't in diligence, not because they were missed, but because it's stuff you can't pull out until you really get into the company. What have you learned, and will that change your diligence process going forward?

I think there's definitely a piece to diligence that you miss, and you can do all the third party work you want and you can do all the desktop work or commercial work you want as a sponsor, and you're always missing, I think, something about the people and the interpersonal relationships and the culture. I think that's one thing that's very hard to diligence in a report, that you just have to spend time with the team, almost take a risk on the fact that you believe these people have a good culture, and to really close knowing the fact that you're going to learn a lot more about both the business itself, its people, and also just the industry that it's operating.

And for Parker and I, we've never spent time in commercial print packaging and we have learned, we've gotten the Print 101 class for the past 10 months now, learning what it actually is to produce a folding carton, and that's been really interesting to us too. So I think some independent sponsors have that operating experience and industry background, but until you're really in the business four days a week, you will never be able to diligence the business as well as you thought.

Yeah, definitely. And you asked a good question about, how has anything we've learned post-close, what that influenced, the way you run diligence for some subsequent deal? And I do think we spent what I would consider an enormous amount of time during the diligence phase, just crunching as much data as we possibly could. I know we're still on the data topic, but there's some sort of comfort I think in having tons of data, tons of numbers, analyze it all, draw insights, how does it look, what does it mean, how has it changed over time? And I think to Ollie's point where he said the business is still fundamentally a people business, it's hard to capture that during diligence. It's also hard to, I think, appreciate fully what exactly that means during diligence and how important the people are to the business post-close, but also just appreciating that through diligence.

So we spent, for example, a ton of time looking at typical bells and whistles for a deal during diligence, so AR days, how are they trailing or looking through time, AP days, vendors, top customers, all these things. And the reality is post-close, all this data that you crunched and looked at doesn't inform much of how you think about the deal or what you do with the deal post-close, and it does really shift to another realm entirely, which I think for us, again, has been largely people-focused and a little more immediate rather than these things you can draw insights from via large data.

There's not a lot of sellers who are going to let you get really into the weeds with their team prior to getting a deal closed, right? Like, "Hey, these guys are maybe going to buy our business. Let's all go to dinner and talk." But is that something you think you'll try to find a way to explore going forward? Is that explorable, or is it something that you just have to do your best and work through it?

I don't know. My guess is that's probably... It's definitely something we'll focus on more going forward, but I think now what we'll do is probably ask smarter questions or different questions of the sellers to know more about the management team and probably less of asking for FaceTime with the broader management team during the diligence process.

Yeah, I would say we'll probably asking more questions around how processes and how things are actually done. If you talk about AR days, okay, we know what that metric is and that's just math, but what's the actual process for your team to go out and collect AR? Is that your sales rep calling the account? Is that your finance team calling the account? Is that billing and understanding who the people are that are touching these types of metrics? That allows us to go in and help change behavior, which ultimately is what we're trying to do. And so I think that it's really important to understand the people side of it, and the process side of it from what people are doing day-to-day.

I actually love that example where Ollie talked about, okay, sure, you look at AR during diligence, but post-close, you actually try to understand the process. Businesses of this size, and I think probably businesses that are similar to the size that a lot of independent sponsors are looking for are so fundamentally people and process-driven, and understanding those post-close has been probably, I think, one of the most eye-opening and important things we've done following the acquisition of this business.

I love it. I know you guys have speed networking to get back to. Appreciate you carving out a little time to chat live from the conference. Any parting shot before we go? A word of wisdom?

One thing that I think Parker and I did that I would say to any independent sponsor, just have fun doing it. I think we spent a lot of time looking for our first platform. Some of that was deliberate, some of it was not, but just have fun doing it. I think we're very lucky to have a great partnership between the two of us. We've known each other for a long time, and everyone knows, who's been a deal-maker, that there are highs and lows across the transaction, but just having fun with it, having a smile on your face throughout those lows and not getting too caught up in the highs I think is very important. But just have fun.

I love that. Well, thank you guys so much for your time. Good luck out there. And many add-ons and many more platforms for your legal needs, please.

Yeah, I appreciate that. Thank you.

Thanks guys.

Thank you.

Thank you for joining us on this episode of Deal-by-Deal, a McGuireWoods podcast. To learn more about today's discussion and our commitment to the independent sponsor community, please visit our website at McGuireWoods.com. We look forward to hearing from you. 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.