This case is used in Darden's course elective "Entrepreneurial Finance and Private Equity." Students are asked to analyze the internal rate of return and cash-on-cash returns that a private equity firm is likely to achieve on a particular investment. In addition, students are asked to assess whether the minority rights negotiated in this deal are sufficient to protect the firm's interests in the absence of a controlling equity stake. If instructors have previously covered the topic of term sheets in relation to early-stage investment, this case allows students to review how the deal terms can affect the returns that investors receive.
Primary Integration, LLC (PI) was a professional services company that focused on data-center commissioning, whose existing management team was seeking funding to buy the company from the previous owner. The management team had arranged to purchase the interests for $6 million, but lacked the personal resources to fund the purchase. In April 2012, they were approached by a private equity firm, Rotunda Capital Partners (RCP), which offered to provide $5 million in return for a 25% stake of PI's equity.
Because RCP would not receive majority control, the terms of the deal had to allow it to influence the company's direction and exit the investment in a timely manner. Therefore, RCP also negotiated a number of minority rights with the deal that it hoped would help it achieve an adequate return. The challenge for RCP was to see that it earned an adequate return for the risk of this investment.