Working With Sellers

Cambria's principals put a premium on working with "quality" sellers and have had the good fortunate of doing so on many occasions. First and foremost, integrity is critical in the discussion and eventually in the negotiation process. And, whether an intermediary is involved or not, Cambria's principals seek to get to know the sellers of a business well, for they are frequently the ones who have built the business from scratch, worked in the industry for years, "lived and breathed" the ups and downs of managing the business over the years, and know the people who will stay on through and after Cambria's involvement.

Key elements of the relationships between Cambria and sellers are built around these elements:

Mutual Respect:

Cambria fervently believes a successful transaction must be built on a foundation of mutual respect. On Cambria's part, this means genuine respect for the sellers; for their accomplishments, successes, and hard-earned wisdom; for the teams they have built and on whom they have depended for years; and for the business' suppliers and customers. And on the sellers' part, this means respect for Cambria's principals, their potential value-added, their different perspectives, and the integrity of the sale process.

That respect has many implications and benefits, whether simply facilitating more open and fluid conversation; enabling deeper exploration of thorny issues facing a company or its industry; or even opening the door to turn what might have been just a transaction into a broader extended relationship.

Open and Candid Communication:

Cambria believes the key to establishing that respect and a critical element of trust between a buyer and sellers of a business is having an open and candid dialogue. Cambria's principals are well aware of the reputation of many private equity firms for over-promising and under-delivering, whether by "locking up" companies by signing letters of intent and then re-trading price or structure, missing milestones and extending closing deadlines, or revealing late in the process unexpected plans with respect to a company or its people - and of other buyers' frequent over-representations with respect to their access to capital or ability to close.

Cambria brings a different approach, hewing to the maxim "Say what you mean and mean what you say." Rarely will Cambria agree to a fast close and, in many cases, the firm has made investments when it was not the highest offeror, sometimes after another buyer or even two have fallen away. But Cambria will only make offers it believes it can close based on the facts available at the time of the offer; will explain the rationale for its approach and the key assumptions underlying the offer; and will address in writing all critical aspects of its offer and intentions with respect to the company post-closing. This does not mean every transaction closes exactly as originally envisioned, but Cambria never enters a letter of intent with the expectation of "changing the deal" on the sellers - and if circumstances change or new facts are uncovered, Cambria engages directly with the sellers to apprise them of the situation and suggest approaches that could enable the transaction to move forward. This approach - centered on candor, honesty and clear communication - manifests in Cambria having closed on every letter of intent it has signed since 1996.

Ongoing Relationship:

While it is not an absolute necessity, Cambria frequently seeks to have the sellers of a company remain engaged with the business after closing, as the seller will always have knowledge and insights that Cambria and any successor management will not bring at the outset, and the sellers will likely have relationships that will best be transitioned over time. The potential roles for a seller vary widely - from taking an active role in a functional area such as sales or product development, to consulting on a part-time basis, to taking a seat on the company's board of directors - and are always worked out on a mutually-acceptable basis. Many of Cambria's most successful investments involve sellers who have remained engaged with the businesses they've sold well after closing - including sitting on a board of directors for more than 15 years of Cambria's involvement. And, in a few cases, where the relationship has become even deeper, Cambria has invited past sellers to help evaluate and invest in other businesses it is pursuing.

Long-term Perspective:

Cambria understands that great businesses are typically built over long periods through sustained effort - and believes that one of its strengths is not having a traditional "fund mentality" that frequently manifests in relatively short ownership periods of three to five years. Private equity firms typically bring shorter-term mindsets that lead to short "holding periods" and trying to drive up IRRs by "quick flips." By contrast, many of Cambria's most successful investments have come from remaining involved with companies over extended durations, some well past 10 years. Among the great benefits of this approach are that Cambria can get to know a company and its team well and make investments in a business - whether in product development, facilities, or relationships - where the benefits will not be realized in the short term.

Cambria's principals remain keenly aware that the sellers of middle market businesses each bring unique skill sets, experience bases, and perspectives - and that every situation needs a tailored approach. Cambria's principals believe their operating backgrounds, the fact that they are investing their own capital, their long-term perspective, and their commitment to integrity and open communication position them well to invest in the lower middle market and to partner successfully with the entrepreneurs whose businesses they buy.