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Private
Equity

“Private equity is known for planning its
exit even as it walks in the door. That’s a
good thing? ...as long as your interests
are aligned. Exit means taking cash off
the table - and everyone, founders
included, likes cash.”

Private Equity requires a direction, a thesis, an investment strategy.
The smartest investors in the room, but alignment is everything.
Let's Build this business together.

Private Equity transactions often stall not because there is no interest, but because the owner is not ready for it. The Fund sees the opportunity, the Owner sees the offer. What's missing is the structure to bring both to terms.

Readiness is rarely just financial. It is credibility, documentation, governance, and the ability to negotiate from a position of understanding rather than urgency.

We sit in the gap between sponsor and investor - understanding both sides. Understanding that a deal that does not work is worse than a deal that does not happen. Aligning interests and expectations to create a long term pathway that benefits all sides.

Integrated Advice

Finance

Build a Credible Foundation.

  • Business Readiness. Prepare financial models, earnings quality analysis, and valuation narratives that meet institutional PE diligence standards.
  • Deal Structure Assessment. Evaluate proposed equity structures, waterfall mechanics, and return scenarios to ensure terms reflect the fund's long-term investment thesis.
  • Competing Oer Analysis. Build a consistent framework to compare multiple offers across valuation, structure, and long-term economics

Legal

Transaction Completion. Without Risk.

  • Due Diligence. Strong objective due diligence with a focus on operations and protecting financial results.
  • Transaction Structuring & Documentation. Negotiate shareholder agreements, investment terms, governance rights, and exit provisions that protect the owner without creating post-close friction for the fund.
  • Regulatory & Compliance. Ensure the transaction is structured in compliance with relevant corporate, financial, and cross-border requirements.

Technical

Validates operational and asset integrity.

  • Technical Due Diligence. Assess asset condition, operational performance, and infrastructure quality.
  • Capex & Operational Assessment. Evaluate investment requirements and efficiency improvements.
  • Technical Support. Ensure operational alignment post-transaction and ongoing technical support.

INTELLIGENCE

Know your Counterparty.

  • Background Study. Detailed counterparty history, including previous political, joint venture and lender disputes.
  • Political Risk Analysis. Understand the borrower’s political exposure and any potential political risk.
  • Stakeholder Mapping. Assessing interested stakeholders and alignment of interests.
Beyond Boundaries
  • A transaction that works for the owner and the fund is the only transaction worth closing. Eliot & Luther brings financial, legal, and technical disciplines, bridging both sides to terms that hold.
  • When we prepare and represent the owner, the fund gains a counterparty who is informed, credible, and committed.
  • When we assess competing offers with objectivity, the selected fund enters the relationship with an owner who chose them on merit.

Our Services

Strategic Sale of Fiber-ISP to PE-Backed Infrastructure Platform

An infra-backed PE platform and multiple strategic players have identified a strong regional fiber-ISP player as target to consolidate into its roll-up carrier neutral play via asset carve-out.The Target was growing rapidly during COVID-19 and is now a top-10 FTTx provider - looking to expand its coverage into other areas.The Target has limited experience in Private Equity or mergers & acquisitions transactions and is evaluating multiple offers from different types of investors.

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