When taking capital doesn't mean selling

Principal Michael Boylan and Managing Directors Alice Birnbaum and Benjamin Persofsky explore how minority equity can fund growth and provide liquidity while allowing owners to keep control of what matters most.

For many business owners, the idea of bringing in outside capital – particularly private equity – comes with familiar concerns: the potential loss of control and the unknown of how a long-term relationship will play out with an outside investor. These concerns are understandable. For decades, private equity has often been associated with majority sales, ownership transitions, significant leverage, and shifts in decision-making authority.

As a result, many owners view their options as a choice between two imperfect alternatives: remain independent and potentially limit access to growth capital or pursue a transaction that provides liquidity and capital investment at the cost of ownership and control.

Today, however, that framework no longer reflects the full range of capital solutions available. Private markets are evolving and becoming increasingly sophisticated, offering owners access to capital tailored to their specific objectives. With the right structure – and the right partner – outside capital can support growth and continuity rather than require owners to choose one over the other.

When success creates complexity

Many businesses reach capital inflection points not because of distress, but because of success. As companies grow, a familiar set of pressures often begins to converge: 

  • Growth requires investment in capacity, talent, or acquisitions. 
  • Ownership groups may develop differing liquidity needs over time. 
  • Lenders may be unwilling or unable to fully underwrite the next phase of growth, and even when debt is available, it can constrain liquidity and financial flexibility.

At the same time, owners are often trying to balance several competing priorities:

  • Maintain control of the business and its strategic direction
  • Invest for long-term growth
  • Provide liquidity or flexibility to shareholders

In family-owned businesses, these dynamics may be compounded by generational transitions or differing shareholder roles and objectives. But these challenges are not unique to family enterprises; they are common across privately held companies.

The difficulty is often not in a lack of options, but in identifying the right solution that addresses multiple objectives simultaneously.

Moving beyond the ‘sell or don’t sell’ framing

For many owners, discussions about outside capital have traditionally centered on a simple question: Should I sell the business or remain independent? This framing assumes that accepting private capital requires an outright sale or majority recapitalization. While these types of transactions can provide liquidity and growth capital, they may also create tensions around maintaining commitments to employees, preserving company culture and values, and protecting a hard-earned reputation.

Today, owners no longer face a binary choice. The private capital landscape is expanding to include a burgeoning spectrum of financing and liquidity solutions that can balance growth, succession and estate planning, liquidity, and other shareholder objectives while allowing owners to retain varying degrees of control and participation. These alternatives include:

  • Minority equity investments
  • Structured equity solutions
  • Hybrid debt and equity structures
  • Growth capital investments
  • Family office partnerships
  • Employee ownership transactions (ESOPs)

While these alternatives exist, investors capable of providing them represent a far smaller universe than traditional leveraged buyout funds, and even fewer consistently execute them well – and have the track record to prove it.

Understanding the trade-offs

Every capital solution comes with advantages and trade-offs:

  • Debt can be efficient but may constrain liquidity, flexibility, and introduce repayment pressure.
  • Internal cash preserves control but may limit growth.
  • Public markets can create liquidity but require capital, scale, disclosure, and time.
  • ESOP transactions can introduce significant complexity and debt obligations, limiting cash flow and financial flexibility.
  • Majority recapitalizations can solve multiple needs simultaneously but often involve ceding control and meaningful use of debt.

Minority equity, however, can offer a compelling alternative that represents a middle ground often overlooked or misunderstood - particularly by those who equate private equity with a full exit.

With the right structure – and the right partner – outside capital can support growth and continuity rather than require owners to choose one over the other.”



What actually determines outcomes

One of the most persistent misconceptions about outside capital is that it inherently results in a loss of control. While minority investors typically negotiate governance rights – such as board representation or certain approval rights – these provisions are generally focused on protecting their investment rather than managing day-to-day operations.

In practice, control is shaped by several key factors:

  • Which decisions require investor consent
  • How the board is structured and operates
  • How major strategic decisions are evaluated
  • The overall alignment between owners and investors

For example, consent rights may apply to major events such as acquisitions, additional debt, or a sale of the company, but typically not to routine day-to-day operating decisions. Understanding governance mechanics can be just as important as the economics of the transaction.

The importance of partner alignment

Structure matters, but partnership matters just as much. Minority investors generally rely on influence rather than control, making alignment critical to long-term success. Before pursuing a transaction, owners should evaluate factors such as:

  • Time horizon and return expectations
  • Approach to reinvestment and growth
  • Governance philosophy
  • Broader strategic objectives
  • Cultural fit
  • Value beyond capital (strategic expertise, commercial relationships, and other resources beyond capital)

The strongest partnerships are often those in which both parties share a common vision for value creation. Trust, communication, and shared priorities around how that vision will be pursued are central to the partnership.

Ultimately, the notion that private equity necessarily requires giving up control is an oversimplification. Today’s private capital market encompasses a wide spectrum of structures, strategies, and partnership models designed to address different owner objectives. For many businesses, the question is no longer whether outside capital makes sense, but what type of capital, structure, and partner best aligns with their priorities.

Conclusion

At key moments in a company’s evolution, owners are often balancing growth, control, liquidity, and long-term value. The challenge is rarely a lack of capital. More often, it is identifying the structure and partner best aligned with the company’s priorities.

In today's market, the most successful transactions are the ones that align ownership objectives, strategic ambitions, and governance expectations in ways that position the business for long-term success while preserving what owners have spent years building.

BBH Capital Partners Private Equity (BBHCP PE) provides highly customized capital to founder-, family-, and management-owned businesses throughout North America. For decades, we have partnered with business owners and management teams to provide flexible capital tailored to their specific circumstances, objectives, and long-term vision.

Many of the best businesses are not for sale, and an increasing number of owners are seeking an alternative to a full exit, leveraged buyout, or extensive use of debt to achieve their business and shareholder goals. BBHCP PE is the investor of choice for these owners and operators.

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