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Private equity

Investment from private equity funds in established, profitable companies, often buying control so the owners can sell some or all of their shares, sometimes paid for partly with money the company borrows. Large sums, at the cost of control and a sale on the fund's timetable.

E3 · Major dilution, loss of control or public obligationsRegulatedLast checked: October 20, 2026Something wrong or out of date?
Cost band
E3
Major dilution, loss of control or public obligations
Speed
6 months or more
Amount
Varies
Term
No repayment of the equity. Funds expect to sell or list the company within the fund's life
Ownership
Gives up shares
Security
  • Shares

How it works

A private fund pools money from investors, called limited partners, and its adviser invests it for them. The SEC's Form PF defines a private equity fund as a private fund that is not a hedge fund, venture capital fund, real estate fund or one of a few other kinds, and that does not let its investors take their money out in the ordinary course. So the money is tied up for years, and the fund returns it by selling the companies it owns or taking them public.

What it looks like for a business:

  • Buyouts: the fund buys a controlling stake, often from founders or families who want to sell. The SEC's Form PF asks private equity advisers to report on the companies their funds control. Buyouts are often paid for partly with borrowing: many private credit loans go to companies owned by private equity funds, according to the Federal Reserve, and the company then has to repay that debt from its own cash flow.
  • Growth investment: a minority or majority stake to pay for growth or acquisitions, with new shares issued by the company.
  • SBICs: Small Business Investment Companies are private funds licensed and regulated by the SBA. They invest in small businesses with equity, debt or both, typically $100,000 to $5 million of equity, and the SBA says they typically target mature, profitable businesses with enough cash flow to pay interest.

What the fund will expect, as the SEC describes for later-stage investors: one or more board seats and more say in the company's strategy, rights agreed in the terms (such as protection against later dilution), and a plan to give investors their money back, usually through a sale, a merger or a public offering.

Securities rules: selling shares to a fund is a securities offering, usually under Regulation D. The fund's adviser is generally registered with the SEC or a state, unless an exemption applies, and the anti-fraud rules apply to everyone.

Upsides and downsides

Upsides

  • Large sums, and owners can sell some or all of their shares
  • Funds bring experience of acquisitions, management and later sales or listings
  • Can pay for buying other businesses and for growth at the same time

Downsides

  • You usually give up control, and often a board majority
  • The fund will sell the company, or take it public, on its own timetable
  • Due diligence and negotiation take months of management time

Risks

  • Debt taken on in a buyout must be repaid from the company's cash flow, which leaves less room if sales fall
  • Founders who stay on may lose their jobs if the fund changes management
  • The terms decide who gets what on a sale, and investors' rights can come before founders'

What it costs

How it is priced
A large share of the company, often control, sold to the fund
Costs that are easy to miss
  • Legal, accounting and due diligence costs, often for both sides
  • Debt taken on to pay for a buyout, which the company itself must repay
  • Investor rights such as board seats and vetoes over big decisions

SBICs typically invest $100,000 to $5 million of equity. Buyouts are priced on the value of the whole business.

Does it fit?

Could fit when

  • Owners want to sell some or all of their shares, or managers want to buy the business with an investor
  • You run an established, profitable company and are willing to give up control for growth or acquisitions

Unlikely to fit when

  • You want to keep full ownership, or give up only a small share
  • The business is not yet established (private equity usually backs established, mature businesses)
  • The business is not making a profit, so it has little room to carry debt or to show investors a return
  • You want to run the business your own way for the long term

Who can use it

  • Business types: Partnership, LLC, S corporation, C corporation, Benefit corporation
  • Usually needs a profitable business
  • Usually an established, profitable business with steady cash flow
  • SBICs invest only in US small businesses (at least 51% of employees and assets in the US) outside excluded industries such as farmland, real estate and finance

Am I ready?

What a provider is likely to ask for. Tick what you have. Your ticks stay in this browser and nothing is stored. Checklist for all private equity investment

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Next to prepare
  1. Due diligence files
  2. Audited financial statements
  3. Ownership table

Regulation and protections

Regulated

Regulators: U.S. Securities and Exchange Commission (SEC); State securities regulators.

Who runs it: Private providers, nationwide.

A securities transaction, so federal anti-fraud rules apply. Private fund advisers are generally registered with the SEC or a state securities regulator unless an exemption applies, and report on their funds to the SEC.

The protections are mostly for the fund's investors, not for the company or its owners. The deal terms are what protect you.

Types of provider: Private equity funds, from smaller funds focused on lower middle-market companies to large buyout funds; Small Business Investment Companies (SBICs) licensed by the SBA.

Small Business Investment Companies (SBICs): 10 examples in the directory · chosen from an official list by a stated rule, never for payment

Also consider

Compare these side by side

What has changed

No changes since this page was published. It was last checked against its sources on October 20, 2026.

Every change across the site

Sources

  1. SEC: Private funds (how private funds raise money and who regulates their advisers) · checked October 20, 2026
  2. SEC: Raising later-stage capital · checked October 20, 2026
  3. SEC: Exit strategies and liquidity · checked October 20, 2026
  4. SEC: Form PF (glossary: private equity fund, controlled portfolio company, leveraged loans) · checked October 20, 2026
  5. SBA: Investment capital (Small Business Investment Companies) · checked October 20, 2026
  6. Federal Reserve FEDS Notes: Private Credit: Characteristics and Risks (February 23, 2024) · checked October 20, 2026

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