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. Excerpt UVA-F-1705 Rev. Feb. 20, 2014 PRIMARY INTEGRATION, LLC: LOWER-MIDDLE-MARKET INVESTMENT Life took an unfortunate turn for Shawn Till when his business partner, Shariar Zaimi, the founder of Primary Integration, LLC (PI), died unexpectedly in August 2011. Zaimi, an early builder and successful developer of data centers, had invested the proceeds from his first business into PI in 2004 and was looking to grow the business when he met Till through Wharton's executive MBA program. The two classmates and former engineers hit it off, and Zaimi recruited Till to join PI as COO in September 2006. The company had a promising business in data center commissioning, a highly technical certification process that optimized the performance of “mission-critical” data facilities. When Zaimi died, the company's funding was threatened because he had personally guaranteed the firm's line of bank credit. His estate was seeking to liquidate its majority stake in the firm. Till, who would become CEO, and the company's president and cofounder, Kelly Decker, wanted to purchase Zaimi's stake but did not have the personal resources to do so. The bank allowed some time to arrange financing and Till began searching for funding to pursue a buyout of the estate's interest. . . .
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