Why Jameison, why this area of finance?
I’m excited by Jamieson firstly because of the sector and niche that they operate in. Coming from NZ this job doesn’t really exist or there’s definitely not any firms that specialise in it but my eyes continue to be opened with regards to how specialised everything is in big market like the UK and this was certainly an example.
I like that it has many of the draws of investment banking as it offers dynamic and intellectually stimulating environment and the chance to make a real impact, I like fast paced nature of the work and the immense amount of learning that you can fit in a short amount of time. Then I like that it differs as coming in at a later stage, a much larger proportion of the deals you’re working on go through and there’s much less wasted energy, and less of that real slog with all the different due diligence streams that are needed from start to finish of deals.
I like being sector agnostic, something I enjoyed in NZ but everything in big market like London is so specialised but I like the variety and the change to gain experience in different areas.
I also like that the buy-side in most of these transactions are PE firms and some of the real heavy hitters in the industry too so the chance sit across from pretty heaver hitters in the private equity world and see how they think about investing and how to maximise value, would be very interesting and I think I would learn a lot.
I really like that as a boutique you get that real close knit team, with better access to senior leadership, which is obviously great for learning and as someone in the more developmental stage of my career is obviously extremely important. This environment is something that I have been lucky to have both at KPMG and at foresight and so is something that’s really important me, is not always essential you get on with your colleagues but does make coming into work on Monday much easier.
What is the main role of Jamieson Corporate Finance in private equity and corporate transactions?
Their main role is to structure, negotiate, and explain management equity and incentive arrangements so executives are fairly rewarded and aligned with investors.
In deals like buyouts or recapitalisations, they:
* Design and model the equity structure for management.
* Negotiate terms with investors on management’s behalf.
* Ensure clarity, fairness, and tax efficiency in incentive plans.
* Support execution and ongoing equity management until exit.
* Structure management equity arrangements
* Negotiate terms with investors
* Ensure clarity and fairness in incentive plans
* Support execution and ongoing equity management
Jamieson CF acts as an independent adviser ensuring management teams understand and benefit from their share of deal value.
In deals like buyouts or recapitalisations, Jamieson CF is responsible for designing and modelling the _______.
equity structure for management
This includes negotiating terms with investors on management’s behalf.
What are the key areas that Jamieson CF negotiates in private equity deals?
- Equity pool size and allocation
- Hurdles and ratchets
- Sweet equity terms
- Rollover equity
- Vesting and leaver provisions
- Exit rights and distribution waterfalls
- Tax efficiency and governance terms
These terms determine how and when management creates, holds, and realizes value in a transaction.
What does sweet equity refer to in the context of management incentives?
10% of equity returns after hurdle has been covered
It incentivizes management with ownership and upside potential.
What is the definition of equity in a company?
Ownership interest in a company, represented by shares
Ordinary shares represent ownership and voting rights.
True or false: Dilution refers to the increase in ownership percentage due to the issuance of new shares.
FALSE
Dilution actually refers to the reduction in ownership percentage.
What is a hurdle rate?
Minimum return that must be achieved before management participates in upside
It sets a threshold for management’s incentive participation.
What are the core mechanics of a leveraged buyout (LBO) model?
- Use borrowed funds to acquire
- Operate company
- Use cash flows to repay debt
- Sell at higher value
- Realize equity gains
The goal is to determine potential IRR and MOIC to private equity investors under different scenarios.
What does MBO stand for in finance?
Management Buyout
It refers to management acquiring control of the company, often with private equity financing.
What is the purpose of a cap table?
A cap table (short for capitalisation table) shows the ownership structure of a company — who owns what, in what form, and how that translates into value at entry and at exit.
It’s basically a map of equity and instruments, and it tells you:
1. Who owns the business (management, founders, private equity, lenders if convertible instruments exist).
2. What instruments they hold (ordinary shares, preference shares, loan notes, options, etc.).
3. How much each class owns (%) — both on a fully diluted and economic basis.
4. How proceeds are shared under different exit scenarios (the waterfall).
It details who owns what, in what form, and how that translates into value at entry and exit.
What is the difference between growth shares and sweet equity?
- Sweet Equity: Incentivizes with ownership + upside
- Growth Shares: Incentivizes with upside only, no initial cost
Sweet equity is a paid-for stake that participates after the investor’s hurdle; growth shares are free instruments that only gain value above a set growth threshold
Sweet equity usually requires a small payment by management, while growth shares are granted with no cash at risk.
What are common scenarios that are modelled by Jamieson CF?
- Exit value (low/medium/high)
- Performance outcomes (EBITDA, revenue)
- Debt / financing structure
- Dilution and new capital
- Timing of exit
- Tax and jurisdictional effects
- Hurdle and ratchet sensitivity
These scenarios help quantify risk and reward, guiding negotiations.
What is the goal of a leveraged buyout (LBO) model?
Determine potential IRR and MOIC to private equity investors under different scenarios
It evaluates a company acquisition funded largely by debt.
What does IRR stand for?
Internal Rate of Return
It is the annualized rate of return of an investment.
What is the exit in the context of private equity?
Sale, IPO, or other realization event for investors and management
It represents the point at which investors and management can realize their returns.
What is the significance of tax-efficient structures in management equity arrangements?
Minimize taxes for management
These arrangements ensure fair and compliant outcomes.
What does waterfall refer to in finance?
The order in which proceeds from an exit are distributed among investors and management
It outlines how and when management gets paid at exit.
What are definitions hurdle, ratchet, carried interest, leaver provisions
. Incentive & Performance Structures
* Hurdle Rate / Hurdle – Minimum return that must be achieved before management participates in upside.
* Ratchet / Performance Ratchet – Mechanism where management’s equity share increases if performance targets or return multiples are exceeded.
* Carried Interest / Promote – Share of profits (often for management) over a threshold return.
* Vesting – Conditions under which management earns equity over time or performance.
* Leaver Provisions – Rules governing what happens to management equity if a person leaves the company early (Good Leaver vs Bad Leaver).
Describe the structure and mechanics of an LBO model?
Inputs / Assumptions: Purchase price, financing mix (debt/equity), operational projections (revenue, EBITDA, capex), exit multiple and holding period.
Sources & Uses: Align funds raised (debt + equity) with purchase price, fees, and debt refinancing.
Capital Structure: Senior debt, mezzanine/subordinated debt, PE equity, management rollover/sweet equity.
Financial Projections: Project EBITDA → free cash flow → debt service.
Debt Schedule: Model interest, mandatory/voluntary repayments, covenants.
Exit / Returns: Exit EV – net debt = equity value; calculate IRR & MOIC for PE and management.
Management Incentives: Include sweet equity, growth shares, options, applying hurdles, ratchets, and catch-ups.
Sensitivity Analysis: Test exit multiple, EBITDA growth, leverage, and hurdle impact.
Outputs: PE IRR/MOIC, management proceeds, debt repayment schedule, waterfall mechanics.
Describe the three valutation methods and theri pros and cons?
a
Trading Multiples (Comparable Companies Analysis):
What it is: Valuation based on market multiples of similar publicly traded companies (e.g., EV/EBITDA, P/E).
Pros: Quick, market-based, and easy to apply.
Cons: May be influenced by market distortions, lacks company-specific insights.
Transaction Multiples (Precedent Transaction Analysis):
What it is: Valuation based on multiples from past M&A transactions of similar companies.
Pros: Reflects actual deal prices and strategic premiums.
Cons: Limited by historical data, may not reflect current market conditions.
Discounted Cash Flow (DCF):
What it is: Values a company based on its projected future cash flows, discounted to the present using a required rate of return.
Pros: Focuses on intrinsic value and long-term cash generation.
Cons: Sensitive to assumptions about future performance and difficult to estimate accurately.
Key Differences:
Trading and transaction multiples are market-based and easier to apply but don’t capture long-term potential.
DCF provides a deeper, intrinsic valuation but requires accurate future forecasts and is sensitive to assumptions.
Jameison mostly deals with financial buyers, compare the difference between trade and finacial?
Trade buyer vs financial buyer: Trade buyer usually looks to acquire and realise/extract synergies as a buyer and thus often will pay a higher price.
They also have the operational expertise to run the company and realise the synergies.
Financial buyers (usually PE firms) look to buy and financiallyengineer to the target and exit for a higher price, usually having a short investment horizon than the trade buyer.
What are the 3 key areas and terms, that Jamieson will negotiate on transactions?
1️⃣ Management Incentives / Equity
Sweet equity, growth shares, options, hurdles, catch-ups, and ratchets: Jamieson negotiates the structure, size, vesting, and performance conditions of management’s equity and incentive instruments to ensure management participates meaningfully in the upside, is protected from downside, and remains aligned with investor returns.
2️⃣ Ownership & Rollover
Management rollover and post-transaction ownership: Jamieson advises on the proportion of existing equity management should reinvest and helps negotiate their final ownership percentages, ensuring they maintain significant economic interest in the company after the transaction while mitigating dilution.
3️⃣ Exit / Liquidity Terms
Exit mechanisms, tag-along/drag-along rights, lock-ups, and clawbacks: Jamieson negotiates the terms governing when and how management can realize value, including participation in sales or IPOs, minimum holding periods, and conditions under which management might forfeit equity, ensuring upside is captured while risks are managed.
What recent deals have stood out to you?
Aurora deal interested me, I have been having a lot to do with Aurora power curves these past few months, so would be interested to ehar how that one went.
Wingstop, puregym.
