Private Equity Guide: Fund Formation to Exit

Download the Bellwether IC Memo walk-through

The fully populated IC memo from Project Bellwether — a hypothetical $48M EV services-business buyout — walked through section by section the way a real partner would present it to IC. Read what the guide actually delivers, free, before you decide on the full reference.

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Who this guide is for

The thesis behind this guide is that PE methodology becomes the operating discipline for any growing company that crosses into M&A as a recurring strategy — whether the wrapper is a fund, a publicly-listed roll-up, a family-office direct-investing platform, or a corporate-development team. The persona-routing table below tells you where to start.

You are…	Start with these chapters
Founding GP raising your first fund	Ch 2 Legal Structure: GP, Management Company & Fund Vehicles · Ch 7 The LP Universe · Ch 8 The PPM, the Deck & the Data Room · Ch 9 The Roadshow · Ch 11 Fund Admin & LP Reporting · Apx H LP Directory
Senior partner at an established firm	Ch 5 The Investment Committee · Ch 12 Permanent Capital — Insurance, Sovereign Wealth, Retail · Ch 31 Sector Strategy · Ch 35 Exit Strategy · Ch 38 Reputation, Ethics & Succession
Operating partner / portfolio CFO	Ch 26 The 100-Day Plan · Ch 27 The Operating-Partner Model · Ch 28 KPI Dashboards & the Monthly Operating Cadence · Ch 41 Operating Partner Excellence · CFO Companion Guide cross-references
Public-company CFO or Controller running a tuck-in / roll-up program (written by one — Armor Holdings, NYSE, 2000s)	Ch 14 Sourcing Infrastructure · Ch 15 Initial Screening & the IC Pre-Read · Ch 16 Financial Diligence & Quality of Earnings · Ch 21 Capital Structure as Competitive Weapon · Ch 23 Tax Structuring · Ch 25 Closing the Deal · Ch 26 The 100-Day Plan · Ch 29 Add-On Acquisitions & Platform Building · Ch 35 Exit Strategy
Corporate-development VP / Head of M&A at a strategic acquirer	Ch 14 Sourcing Infrastructure · Ch 15 Initial Screening & the IC Pre-Read · Ch 16 Financial Diligence & QofE · Ch 17 Commercial & Customer Diligence · Ch 18 Operational, Technology & IT Diligence · Ch 19 Management Diligence & Reference Calls · Ch 25 Closing the Deal · Ch 26 The 100-Day Plan · CFO Companion Guide cross-references
Family-office direct-investing team	Ch 14 Sourcing Infrastructure · Ch 16 Financial Diligence & QofE · Ch 19 Management Diligence & Reference Calls · Ch 25 Closing the Deal · Ch 26 The 100-Day Plan · Ch 35 Exit Strategy · Family Office Reference Guide cross-references
Search-fund operator running a serial acquisition strategy	Ch 1-3 Foundations · Ch 14 Sourcing Infrastructure · Ch 15-19 Diligence · Ch 25 Closing the Deal · Business Buyer's Guide cross-references
LP underwriting a fund	Ch 7 The LP Universe · Ch 10 Side Letters, MFN & Special Terms · Ch 11 Fund Admin & LP Reporting (ILPA) · Ch 39 Continuation Vehicles & the Modern Liquidity Stack · Apx G Service-Provider Directory
First-year PE associate	Read front-to-back. Ch 1-6 set context, Ch 14-26 are the deal-execution backbone you'll touch every week.
M&A advisor / banker working with PE buyers	Ch 14 Sourcing Infrastructure · Ch 15 Initial Screening & the IC Pre-Read · Ch 16 Financial Diligence & Quality of Earnings · Ch 25 Closing the Deal · Ch 35 Exit Strategy
CPA / law firm serving PE-backed portcos	Ch 11 Fund Admin & LP Reporting · Ch 23 Tax Structuring — Entities, Blockers, Holding Companies · Ch 44 §163(j) Interest Deductibility at the Portco Level · Apx G Service-Provider Directory

45 chapters across eight parts, plus nine appendices including the Glossary, Index of Terms, sample fund documents, the AI Tool Prompts catalog, the LP directory, and the service-provider directory. Page numbers refer to the 557-page PDF.

PART I · Founding the Firm

01The thesis and the firm you’re buildingp15

02Legal structure: GP, management company, and fund vehiclesp25

03The first 25 hiresp30

04Office, ops, technology stack, and fund administrationp39

4BBrand, office, and location as firm identityp50

05The investment committeep72

06Building durable firm culture from day onep78

PART II · Capital Formation

07The LP universep83

08The PPM, the deck, and the data roomp87

09The roadshow — preparing, executing, survivingp93

10Side letters, MFN, and special termsp99

11Fund admin and LP reporting (ILPA standards)p101

11ASEC Private Fund Adviser Rule (PFAR) — adoption, vacatur, post-vacaturp234

12Permanent capital — insurance, sovereign wealth, retailp107

13LP relations as a strategic disciplinep115

PART III · Sourcing and Diligence

14Sourcing infrastructurep121

15Initial screening and the IC pre-readp134

16Financial diligence and quality of earningsp149

17Commercial and customer diligencep155

18Operational, technology, and IT diligencep164

19Management diligence and reference callsp173

20Volatility positioningp189

PART IV · Structuring, Financing, and Close

21Capital structure as competitive weaponp196

22Debt financing — sourcing, terms, covenantsp205

22ASubscription credit facilities — the fund-finance product 85% of PE usesp265

23Tax structuring — entities, blockers, holding companies (incl. §1411 NIIT, OBBBA)p218

24Distressed and special situationsp243

25Closing the deal and signing-day disciplinep248

PART V · Portfolio Operations

26The 100-day planp264

27The operating-partner model and Capstone-style organizationp269

28KPI dashboards and the monthly operating cadencep273

29Add-on acquisitions and platform buildingp275

30Brand-building and operating-company creationp277

PART VI · Sector and Asset-Class Specialization

31Sector strategy: when to specialize, when to stay generalistp292

32Real-estate PE as a distinct discipline (JV waterfall, §1031/OZ, REIT-PE)p296

33Private credit and structured products (unitranche, BDC, ABL, mezz)p298

PART VII · Macro, Exit, and Firm Building

34Macro literacy for the GPp301

35Exit strategy: IPO, strategic, secondary, dividend recapp303

36Adding additional funds, strategies, and the multi-product firmp307

36AGP minority stakes / GP staking — Dyal, Blue Owl, Petershill, Bonaccord, Hunter Point, Wafrap329

37Going public as a firmp309

PART VIII · The Long Game

38Reputation, ethics, and succession across a 30-year arcp314

39Continuation vehicles and the modern liquidity stack (ILPA 2023, LP-led)p331

40AI in the PE workflowp337

41Operating partner excellence and the post-close playbookp340

42International capital — raising globally, structuring globallyp344

43R&W insurance — the negotiation realityp348

44§163(j) interest deductibility at the portco level (OBBBA EBITDA base)p351

45The LP-technology platform decisionp352

Appendices & Back Matter

·A. Glossary (p354)

·B. Index of Terms (p364)

·C. Sample fund documents + deep-dive (p371)

·D. AI Tool Prompts (p499)

·F. Continue Your Research (p501)

·G. Service-provider directory (p502)

·H. LP directory (p517)

·J. First-fund war stories (p531)

·K. International practitioner citations (p533)

·About the Author (p538)

Preview the inside pages

12 sample pages from the actual guide — cover, table of contents, persona routing, sample chapter openers, and back matter. These are the actual pages that ship; not marketing renders.

Cover

Table of contents

Persona-routing

Part I opener

Fund formation

Part II — LP raise

Sourcing & diligence

IC memo discipline

Valuation methodology

Portfolio operations

Sector specialization

Back matter / glossary

What's actually in the bundle

1. The reference guide (PDF)

45 chapters + 9 appendices. Searchable, hyperlinked TOC and index. AI prompts inline at section boundaries (50+ across the book). Single-user license for one practitioner.

2. The companion Excel workbook (XLSX)

11 tabs. Fund-level economics (carry waterfall, LP / GP splits, MOIC + IRR), portfolio construction simulator, deal-level LBO model with sensitivity tornado, working-capital peg builder, and valuation governance tracker tied to ASC 820. The same workbook a partner uses, not a textbook example.

3. Nine deal-type sample models

LBO, Roll-up, Add-on, Dividend Recap, Take-Private, Growth Equity, Distressed, Real Estate, Software/SaaS. Each is a working Excel file with Drivers tab + Tornado sensitivity, three-statement output, debt schedule, and exit scenarios. Use them as starting templates for your own deals.

4. Project Bellwether — fully populated sample deal

A complete IC memo, fully populated full model, and IC presentation deck for a hypothetical $48M EV services-business buyout. The IC memo walks through every section a real IC memo contains, the model is formula-driven and ties out across all three statements, and the deck is the actual deck the partner would present. Use as the gold-standard reference.

Plus: Free live tools derived from this guide

Six free interactive tools at tools.baratelliinstitute.com run the math from the guide on your scenario. No purchase required.

PE Fund Economics Deal Multiples DCF Sanity Check Working Capital Peg Asset vs. Stock Sale §382 NOL Limitation

About the author

Philip A. Baratelli, CPA, MBA — Founder, Baratelli Institute. Ponte Vedra Beach, Florida.

three decades in operating finance and M&A (a CPA since 1995). The guides in this library are the references he wished existed when he was doing the work.

Recommended path

Pick by the seat you sit in.

The rest of the route compounds on top of the desk reference.

These are reading paths, not bundles. Every Guide is sold individually on Gumroad — there is no discount, no package, no “buy three save X.” The dollar totals below simply add up the à-la-carte prices for the practitioner who follows the recommended path. Buy one and stop. Or buy the three that match your week. The Library is built to compose on the shelf, not to upsell at checkout.

If you buy one

By the seat you sit in

$99 — $199

For the CFO desk — CFO Guide. For PE / corp-dev / FO direct investing — PE Guide. For the M&A counsel scoping the engagement — LEP. For the trustee or trust officer — Trust Admin.

If you buy three

Desk + AI + adjacent specialty

~$547

Desk reference (above) — $199 (CFO or PE) or $349 (Trust) etc.
+ one of: Trust Admin ($149) · Estate Planning Decoded ($149) · LEP ($99)

AI Integration Decoded is the leverage layer under everything else. The third pick is the adjacent specialty — usually the one your largest client’s next matter touches.

The full route

Desk + everything that touches the desk

~$1,095

CFO Guide + PE Guide ($698)
+ LEP ($99) — the M&A layer
+ Trust Admin + Estate Planning Decoded ($298) — legacy infrastructure for the upstream client
+ Family Office Reference Guide ($199) — understand the seat you serve

The practitioner who buys the full route can speak fluently to the CFO, the GP, the family principal, the trustee, and the M&A counsel — on every matter type their firm handles.

✓ 30-day money-back guarantee

Walk into your next advisor, lender, or boardroom conversation already fluent in the numbers and the moves — a more informed partner to the professionals you work with, and clear-eyed on the cost of getting a big decision wrong. If it isn’t worth many times what you paid, take the refund.

Read a free sample →

The Practitioner's Guide to Private Equity

$199 Single-user license · PDF + Excel workbook + 9 deal-type models + Bellwether sample artifacts

11-tab companion Excel workbook
9 deal-type sample models (LBO, Roll-up, Add-on, Dividend Recap, Take-Private, Growth Equity, Distressed, Real Estate, SaaS)
Project Bellwether — populated IC memo + full model + IC deck
Free updates for 12 months after purchase

Buy on Gumroad →

Also in paperback

The same text is available as a paperback on Amazon for $69.95. The paperback is the book only. The edition on this page adds the 11-tab Excel workbook, the nine deal-type sample models, the full Project Bellwether IC memo, model, and deck, a searchable and hyperlinked PDF, and free updates for 12 months.

Paperback on Amazon — $69.95 →