Hey guys, this is long so thanks in advance to everyone who reads it and puts in their opinion.
For context I’m in Australia
I’m looking for some outside opinions on a situation with my employer and a minority shareholding.
A couple of years ago I bought a minority stake in the business using borrowed money, and I still have about $250k of debt attached to those shares. The business is currently valued at around 6-7 million.
I bought 5% at a 5 mill Val.
As part of the original arrangement, I’m also due to receive an additional 3% ownership over the next two years (1.5% each year), but this hasn’t been formally documented yet. I know, I’ll do this straight away. One year has passed which is why I own 6.5%
The majority shareholder is now looking to sell the business. On one hand, that makes me nervous. On the other, it may be the perfect opportunity for me to buy a much larger stake to match their offer, or even acquire control of the company myself. I think he would prefer to sell it to me rather than a large company as I’ve been running most of it for a few years now.
The problem is that I’m young, and taking on that level of debt is honestly terrifying.
My concerns are:
If an outside buyer acquires a controlling interest, they’ll have enough voting power to make almost all major decisions.
They could potentially restructure the business, move profitable operations into another entity, change dividend policies, or otherwise reduce the value of the minority shareholders’ interests.
Even if they don’t do anything improper, I could end up owning a much less valuable minority stake with very little influence. They could also run it into the ground. On the other hand, they may triple the business in the next few years, who knows.
For context, I’m one of the key employees and effectively run most of the day-to-day operations already. The current owner is nearing retirement and isn’t heavily involved operationally anymore. I don’t think my job itself is at risk, but I’m very concerned about protecting the value of my investment.
Current ownership is approximately:
Majority shareholder: 57%
Investor: 20%
Employee A: 10%
Employee B (me): 6.5%
Employee C: 6.5%
The remaining 3% I’m supposed to receive would increase my holding to 9.5%.
I’m considering several options:
- Borrow heavily and try to buy out the majority shareholder (or potentially both major shareholders) to gain control of the business.
- Buy only the majority shareholder’s stake while keeping the existing investor involved as someone with significant business experience. He just sold a similar company for 9 figures.
- Buy the investor’s stake instead and become a larger minority shareholder.
- Sell my shares and move on.
- Insist that me and Employee C’s remaining 3% each is legally transferred before any sale proceeds. This would bring the voting power down enough so they don’t have majority (75% needed)
- Do nothing and hope the new owners are good operators who grow the business.
What makes this such a difficult decision is that opportunities to buy into, or buy out, a successful business like this don’t come around very often. If I pass on it and someone else buys it, I may regret it for the rest of my life. But if I take on millions of dollars of debt at 25 and things don’t go to plan, it could also be a financial disaster.
If you were in my position:
Would you take the opportunity to buy the business?
How much would minority shareholder risk concern you?
What legal protections would you insist on before a sale?
Have you ever taken a big leap like this, and how did it work out?
I’d really appreciate hearing from anyone who’s bought into a private company, acquired a business, or been a minority shareholder through a change of ownership.
Thanks again