1.
CAPITAL RAISING FOR INDEPENDENT SPONSORS
The
Independent Sponsors’
Guide
Achieving Long Term
Majority Ownership as an
Independent Sponsor

2.
How can Independent Sponsors end up with majority ownership of their
acquisitions? Here are the keys to long term majority ownership:
• Use our Guide to optimize economics at the acquisition:
“6 Ways to Improve Your Ability to Negotiate Better Independent Sponsor
Economics”
• Select Capital Partners that will agree to the economics you want,
not just fund your acquisition
- Always run a competitive process to source capital: seek out multiple
funding sources and create negotiating leverage to optimize
economics
- Be open to exploring all financing structures and types of capital, not
just the most familiar ones
• Growth is Critical- have an exceptional growth and valuation
creation strategy and the people ready to execute it
Summary
www.accesscappartners.com | www.fundlesssponsorcapital.com

3.
Value Creation and Reducing
the Risk Profile
Recapitalize with Less Dilutive
Shareholders; Optimizing
Sponsor Economics Again
Value Creation and Reducing
the Risk Profile
Time from Acquisition
Control&Ownership
1
Buy
The Path to Long Term
Majority Ownership
Best Possible Economic
Position with the Right Capital
Partner
Recapitalize with Minimally-
Dilutive Shareholders –
Achieve Controlling Interest
2
Grow
3
Recap #1
4
Grow
5
Recap #2
See details on
following pages
www.accesscappartners.com | www.fundlesssponsorcapital.com

4.
• Must complete a transaction that warrants premium Independent
Sponsor Economics (read ACP’s “6 Ways to Improve Your Ability to
Negotiate Better Independent Sponsor Economics”)
- ACP has completed capital raises whereby the independent
sponsor retained control at the outset
• Must secure a complimentary capital partner that is willing to
consider non-sale liquidity options
- Recapping the partner out must be done without selling the
business
- There are certain capital providers that are more amenable to
this than others
Start in the Best Possible Economic Position with
the Right Capital Partner
1: The Buy
www.accesscappartners.com | www.fundlesssponsorcapital.com

5.
• The independent sponsor must have an achievable
growth strategy and the team to execute it- this may
entail bringing industry executives to the transaction at
the outset
• Growth allows you to have the value creation and cash
flow necessary to expand your capital options and
move to greater ownership
Focus on Value Creation and Reducing the Risk Profile
www.accesscappartners.com | www.fundlesssponsorcapital.com
2: Grow

6.
Recapitalize with Less Dilutive Shareholders;
Optimizing Independent Sponsor Economics, Again
• You need to anticipate this recap on the initial acquisition
- A capital partner that requires the business to be sold will not
set you up for a recapitalization
• This recapitalization is often funded by different types of capital
partners than those who funded the acquisition initially
- This recap generally moves you away from control oriented or
opportunistic capital partners
• The presentation and positioning of the recap financing opportunity is
meaningfully different than it would be for securing capital for an
independent sponsor acquisition
www.accesscappartners.com | www.fundlesssponsorcapital.com
3: Recap #1

7.
Focus on Value Creation and Reducing the Risk Profile
Same as #2
Additionally, if professionalizing the organization hasn’t been a
focus to this point, now is great time to:
• Focus on increasing revenues and EBITDA, improving margins
and diversifying points of concentration (customer, vendor,
channel, product);
• Implement or improve systems, processes and controls; and
• Develop or add to the management team to provide
management depth in critical operational or growth functions
www.accesscappartners.com | www.fundlesssponsorcapital.com
4: Grow

8.
Recapitalize with Minimally-Dilutive Shareholders-
Achieve Controlling Interest
• Requires some planning, but the types of capital partners
who funded the recapitalization in #3 tend to be amenable
to being taken out in a non-sale liquidity event
• Different, more traditional capital partners than those who
funded the previous transactions
• To reach this stage, the company usually needs to be large
enough to comfortably support enough cash flow leverage
to buy out passive or non-strategic equity partners
www.accesscappartners.com | www.fundlesssponsorcapital.com
5: Recap #2

9.
Key Takeaways
• Starting out with the best possible independent sponsor
economics may accelerate the process of becoming the
control investor
• Careful planning and selecting the right Capital Partner
initially, and throughout the process, is critical to being
able to execute this type of strategy
• Growth, value creation and risk reduction usually must
occur for this strategy to be viable
www.accesscappartners.com | www.fundlesssponsorcapital.com

10.
SAVE TIME, FOCUS ON
WHAT MATTERS
Focus on Deal Sourcing, New Deal
Evaluation, Target Company
Diligence and Value Creation of
Existing Portfolio Companies
ACCELLERATE THE CAPITAL
RAISING PROCESS
CREDIBILITY WHEN
NEGOTIATING WITH SELLERS
IMPROVED FUNDLESS SPONSOR
ECONOMICS
ALIGNED INTERESTS
Our Acquisition Financing Process Aims
to Accelerate the Time to Structure,
Source Negotiate and Close the
Financing in a way the Aligns with the
Fundless Sponsor Model
Once the Proposed Financing
Structures Have Been Vetted by Some
of Our Capital Partners, We’ll Issue a
Support Letter or Discuss Financing
with the Seller or Seller’s Advisor
LEVERAGE OUR NETWORK
& RELATIONSHIPS
Our Independent Sponsor Financing
Process Aims to Preserve or Exceed
Market-Based Sponsor Economics
Success-Based Fee Structures and
Co-Investment Opportunities
Maintain Alignment with Our
Independent Sponsor Partners
We’ve Spent Years Identifying and
Developing Relationships with Debt
and Equity Capital Partners- Use
Them to Complete more Acquisitions
on Better Terms.
Partnering with Access Capital Partners
www.accesscappartners.com | www.fundlesssponsorcapital.com
Access Capital Partners has tailored its capital raising process to the unique needs of independent
sponsors considering an acquisition or recapitalization:

11.
$8.0B+ 100+ 35+ 1000+
In total transaction
experience
Completed transactions Years of middle market
experience
Relationships with debt
and equity capital
providers across the globe
Access Capital Partners is a middle market investment bank focused exclusively on securing debt
and equity capital for independent sponsors, executives and family offices.
Assisting with both new acquisitions, as well as recapitalizations of existing portfolio companies,
ACP has become a trusted partner in the independent sponsor community.
ABOUT ACCESS CAPITAL PARTNERS
Access Capital Partners
7733 Forsyth Blvd., Suite 1168
St. Louis, MO 63105
314.783.9550
www.accesscappartners.com
Securities offered through StillPoint Capital LLC, Member FINRA and SIPC Tampa, FL 33626. StillPoint Capital is not affiliated with Access Capital Partners.
Greg Porto
312.339.2857
gporto@accesscappartners.com
Greg Tobben
314.458.8186
gtobben@accesscappartners.com
CAPITAL RAISING FOR
INDEPENDENT SPONSORS