March 2024 · 5 min read

Letter to founders considering a partial sale

A few things worth thinking about before you take chips off the table.

A partial sale is one of the most underused tools in the founder's kit. Done well, it lets you de-risk personally without giving up the work you still want to do. Done badly, it hands operating control to someone whose interests will diverge from yours within eighteen months.

Three questions are worth sitting with before you start a process.

First, what do you want your week to look like in two years? If the honest answer is the same as today, a partial sale to a partner who lets you keep operating is probably the right shape. If the answer is different, say so out loud and let the structure follow.

Second, who carries the downside? In a leveraged structure, the founder often carries it twice: once through retained equity, and again through personal exposure to the operating decisions a new owner will make. Read the cap table the way an operator reads a cap table, not the way a banker reads one.

Third, what is the partner like when things are not going well? Reference the bad quarters, not the good ones. Talk to founders who have been through a downturn with the capital partner you are considering, not just the ones who have had a clean run.

We are happy to be one of those reference calls for any founder weighing a partial sale, whether or not it involves us.