The Private Equity Playbook Wall Street Won't Teach

Sequoya Borgman, Founder and CEO of Borgman Capital, recently joined host Danny Gould on the Investing Secrets Podcast for an in-depth discussion on lower middle-market private equity. Drawing on over two decades of transaction experience as a CPA and former accounting firm partner, Sequoya shares why he walked away from a corporate partnership in 2017 to build an independent investment firm.

In this episode, Sequoya breaks down the mechanics of buying established family- and founder-owned businesses in industrial manufacturing and food. He offers an inside look at how Borgman Capital structures leveraged buyouts, aligns incentives with management teams, and drives growth through operational professionalization rather than cost cutting. Sequoya also discusses Borgman Capital’s Pass the Hat direct investment platform, as well as the unique market opportunities created by aging Baby Boomer business owners.

 

Watch the video above or listen to the conversation between Danny and Sequoya to learn how private equity strategies apply to lower middle-market acquisitions.

 

Key Takeaways

Paydown of Leverage Drives Value Without Forcing Revenue Growth

A significant portion of private equity returns stems directly from capital structure mechanics rather than hyper-growth assumptions. Acquiring a company with equal parts debt and equity allows cash flow to systematically pay down senior debt over a five-year hold period, effectively doubling the initial equity position. Maintaining stable cash flow can generate strong investor returns without relying on aggressive top-line expansion or cost-cutting tactics.

Management Equity Alignment Outperforms Traditional Cost Cutting

The widespread belief that private equity succeeds by slashing headcount and cutting operational overhead is largely inaccurate in the lower middle market. Slashing costs is often the least effective lever for driving sustainable equity value. Real value creation comes from upgrading employee benefit packages, improving compensation, modernizing technology platforms like ERP systems, and setting aside dedicated equity pools so management teams directly participate in financial upside.

Direct Sourcing Avoids Inflationary Auction Dynamics

Evaluating approximately 1,500 acquisition opportunities each year to close three or four deals requires a direct, relationship-driven approach. Maintaining regional offices in middle-market cities enables direct connections with aging business owners who want to transition out of daily management. Building trust directly over several years allows investors to structure fair, off-market transactions while avoiding competitive, high-multiple investment banking auctions.

Down Markets Present Historically Superior Vintage Returns

Economic uncertainty, rising interest rates, and reduced leverage allowances from lenders often cause mainstream market participants to pause. However, historical data shows that some of the highest-performing private equity funds were formed during economic downturns, such as 2008, when business valuations match realistic baseline earnings. Investors who execute sound deals during periods of market caution position themselves for exceptional long-term returns.

 

Questions Addressed in the Conversation

How do lower middle-market private equity firms structure leveraged buyouts?

Private equity firms typically fund acquisitions of established family-owned companies using a balanced mix of senior debt, subordinated debt, and equity. Regional or national commercial banks finance approximately half of the purchase price through senior leverage. The remaining capital requirement is filled using mezzanine debt, seller notes, earnouts, and direct equity provided by accredited investors or family offices through special-purpose entities.

What is the Pass the Hat investment platform?

Pass the Hat (www.passthehat.com) is Borgman Capital's proprietary platform that gives retail investors direct access to the firm’s investment opportunities. While interest in alternatives is increasing, access has historically been limited to institutions and the ultra-wealthy. Pass the Hat deals are open to accredited investors in the United States, typically with a $50,000 minimum commitment. Learn about the 10 steps in our process.

Why are aging business owners creating strong deal flow in 2026?

A massive demographic transition is under way as Baby Boomer business owners reach retirement age without internal family succession plans. Many of these second- and third-generation manufacturing and food companies have built stable, cash-flowing operations over 70 to 100 years. Private equity firms step in as the first institutional investor, providing founders with liquidity while professionalizing operations for future growth.

 

From the Conversation

In the lower middle market, cost cutting is probably the least valuable lever that you pull... You build value by growing, by putting in better systems, by professionalizing the business, and by aligning management through equity incentives.
— Sequoya Borgman
 
 

Hear More on the Independent Sponsor Model and Lower Middle Market Value Creation

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