Sell a family business to PE, keep the buildings, and set a five-year exit

When a family owner sells to private equity, the first question is what the buyer actually takes. The structure that keeps the family involved has four parts:

• Sell the operating assets.
• Retain the real estate.
• Keep the family as general manager.
• Set five-year performance marks that make the investors unnecessary.

Blue Peak Resources, a merger and acquisition advisor, issued a Jan. 20, 2026 announcement that Inyarek Partners' operator-led propane platform, Guardian Propane Partners, had acquired F.A. Days & Sons. The transaction closed on Dec. 22, 2025.

PE buyers want a stable cash-flow base

Most PE groups look for stable cash flow above $5 million a year. If the business is smaller, the buyer pool may be narrower, but the same discipline applies. A short internal memo can show whether the company is ready: revenue, cash flow, customer concentration, and the assets that carry the value.

If the company is a target large enough for PE, the buyer will likely want an asset sale. PE buyers often prefer buying assets rather than equity, because that limits inherited liability and can improve tax treatment. Once the family business is on the table, the buyer can choose which assets it wants after seeing the balance sheet and obligations. That gives the owner a chance to keep what the buyer does not need.

List every asset and liability before the buyer asks for documents. Separate the income-producing equipment from the land, the customer contracts from the brand, and the employees from the ownership. A clean inventory gives the family a defensible position in negotiation and makes it harder for the buyer to take something the family meant to keep.

The buildings can stay with the family

The buyer took the trucks, the customer base, and the goodwill. The Enos family retained ownership of the Shank Painter Road building and the Dennis distribution and storage facilities. The split should be written before the operating deal is signed, with a lease or use agreement if the buyer needs access. Do not let the buildings become a last-minute concession after the buyer has already priced the operating business.

A management role can protect the customers

Buyers often ask the selling family to stay on after closing because they intend to sell the business later. They may also ask for consulting, employment, and non-compete terms that keep the seller's knowledge and relationships available or protected. A management role keeps the owner involved without giving the investor a reason to replace the people who know the customers.

The role should include the right to hire, fire, and set service standards. It should also include a plan for the next generation to learn the business without being forced into a sale. If the family is leaving the owner's position, the title should still carry enough authority to protect the customers who stayed.

Michael Enos was the third-generation leader at F.A. Days & Sons. After the sale, Michael Enos became general manager. Mercer Capital advises family business leaders on financial, governance, and shareholder-related matters. The role should be written with authority over daily operations, a defined term, and clear limits on what the investor can override. The family should know which decisions are theirs and which ones require a vote.

The investor exit should be a written performance test

PE groups frequently request that the selling family reinvest part of the sale proceeds as rollover equity, a stake in the buyer's newly formed entity. That keeps the family aligned with the next phase, but it also makes the exit a business decision rather than a hope. The structure should say what performance marks end the investor relationship.

Michael Enos built the deal around five-year performance marks: if the company hit them, the growth investment would be paid back and the investors would no longer be required. The marks, the measurement method, the recoupment steps, and the point at which the family can buy out, replace, or remove the investors belong in the agreement, not in a conversation.

The exit should be tied to cash flow, not a calendar alone. If the marks are missed, the agreement should say whether the investors get more control, the family gets a buyout option, or the deal resets.