People work for the deal thesis, the hold period, and the exit.
Esbee works with PE firms and portfolio companies where the people decisions are the ones that move the needle.
Private equity-backed businesses operate under a set of constraints that make people decisions different in kind, not just in pace. Management capability is a deal thesis input. Employment liability is a valuation risk. TUPE sequencing affects the integration plan. Leadership population decisions determine whether the value creation plan is achievable. The people dimension of a PE investment does not operate on a separate track from the commercial and financial work. It intersects it at every significant decision point.
Esbee works with PE firms and portfolio companies at the points in the investment cycle where people work has the most leverage: pre-deal, through the first 100 days, across the hold period, and into exit preparation.
Talk to us about a situation →What this means
PE people advisory is the work of aligning the people dimension of a business to the investment thesis across the full deal cycle. Pre-deal, it surfaces management risk and employment liability before they are priced into the transaction. Through the first 100 days, it ensures integration is planned against what the operating model needs to become, not what it was. During the hold period, it builds the organisational capability the VCP requires. Ahead of exit, it removes the HR objections that slow buyer due diligence and affect valuation. The work spans HR compliance, operating model design, leadership assessment, and interim HR leadership. People decisions in a PE context are deal decisions, and they need to be approached as such.
How the work shows up across the deal cycle
Stage 1
Pre-deal
Management capability assessment and employment liability identification before the IC paper is finalised. People risk surfaces as a deal input, not a post-completion problem. Key questions: Is the management team capable of executing the plan? What employment liabilities exist that are not visible in the accounts? What does the people structure tell you about the business you are buying?
HR Audit →Stage 2
First 100 days
Integration planning, TUPE compliance, day-one communications, and the early operating model decisions that set the trajectory of the hold period. The decisions made in the first 100 days set the integration on rails it will stay on for the next two years. Getting the sequencing right, particularly around TUPE constraints and leadership population decisions, is where integrations win or lose their early momentum.
Post-Acquisition Integration →Stage 3
Hold period
Operating model design, leadership population, and the HR infrastructure needed to deliver the VCP. The hold period is where the value creation plan either works or does not, and the people chapter is often the least developed part of the plan. Operating model work, capability building, and leadership clarity are the levers that close the gap between the plan and the business handed over at exit.
Operating Model Design →Stage 4
Exit prep
HR clean-up, vendor due diligence preparation, management presentations, and the removal of people-side objections before a buyer's HR review surfaces them. Buyers price HR risk. A business that enters a sale process with a clean, documented HR position removes a negotiating lever from the buyer and demonstrates that the management team runs the business properly.
HR Audit →Working on a deal or in the hold period and want an initial conversation?
Talk to us in confidence →From the casebook
Representative work across the deal cycle. Identifying details changed.
The deal had been modelled on the assumption that the management team would stay
A sponsor brought us in three weeks before an IC presentation to conduct people due diligence on a mid-market business services acquisition. The financial model had been constructed around the existing management team and their client relationships, and the deal thesis depended heavily on leadership continuity through the first two years of the hold period. No structured people review had featured in the diligence process to that point.
The review identified three material findings. The CFO had handed in his notice six weeks earlier, a fact that had not emerged through the financial diligence workstream. Two of the four senior leaders had change-of-control provisions in their contracts that would crystallise on completion and create an immediate cash obligation the model did not account for. And a historical employment tribunal settlement, resolved without admission but with confidentiality provisions, created a reputational exposure the buyer needed to understand before signing.
Findings were presented to the deal team and legal advisers with a recommended commercial response for each. The CFO departure was factored into the retention structure for completion. The change-of-control costs were reflected in the adjusted commercial terms. The historical matter was disclosed to the buyer's legal team with appropriate context, and the risk was managed rather than concealed.
The deal completed on a revised timeline. The sponsor's assessment was that none of the findings would have prevented the transaction, but all of them would have been substantially more expensive to discover after signing.
The value creation plan assumed an operating model the business had already grown past
Eight months into a hold period, the portco's VCP metrics were not tracking and the management team had begun attributing the shortfall to market conditions. The sponsor brought us in to determine whether the business had an execution problem or a structural one, and to make a recommendation before the first formal review with their LP advisory committee.
The operating model diagnostic identified a structural mismatch. The business had grown by roughly 40 per cent since the last formal organisation design work, but the reporting architecture had not been updated to reflect that growth. Regional general managers were carrying spans of control that made active management impractical, and the decisions that drove the highest-value client relationships were being made too far from the people with the authority to act on them. The VCP's commercial growth assumptions had been built on execution capacity the current structure could not reliably deliver.
The engagement redesigned the operating model around the three growth levers the VCP identified as primary: client relationship depth, new logo acquisition, and margin improvement through delivery efficiency. Reporting lines were restructured, a new layer of operational accountability was introduced at the business unit level, and the leadership population work ran alongside the structural changes rather than following them.
VCP metrics began recovering in the quarter following implementation. The sponsor's board pack for the LP advisory review carried a credible narrative about the operational changes and their anticipated effect on the trajectory, rather than a revised set of market-adjusted projections.
Four categories of people risk were resolved before the vendor due diligence pack landed with buyers
A sponsor preparing a portco for a formal sale process brought us in twelve months ahead of the anticipated launch date, recognising that the people and employment position would receive close scrutiny from financial buyers and that unresolved issues would affect either the timeline or the achievable valuation. The instruction was to identify and address anything that would give a diligent buyer cause to reduce price or require indemnities.
The review identified four distinct risk areas. Succession clarity below the CEO was thin, with no documented capability assessment or contingency for the two operationally critical roles. A number of historical employee relations cases had been closed administratively but not formally resolved, leaving residual questions about any outstanding claims. Employment contract documentation across the senior population was inconsistent, with several individuals operating on terms that did not accurately reflect their current responsibilities or compensation arrangements. And key-person concentration in the client base was higher than management had appreciated, creating a risk profile that buyers would price conservatively.
Each category was addressed in sequence over the twelve-month window. Succession documentation was produced, capability assessments were completed, and two internal promotions were made to broaden the visible leadership bench. Historical employee relations matters were formally closed with appropriate documentation. Employment contracts were audited and updated across the affected population. And the client relationship coverage was extended through a structured programme of secondary relationship development, so that no individual held sole contact with accounts above a defined revenue threshold.
The vendor due diligence process completed without material people-related findings. The sale proceeded on the original timeline, and the sponsor avoided the pricing adjustment that unresolved people risk had created in a comparable transaction in their portfolio two years earlier.
How we engage
Engagements are structured around what the deal or the hold period requires, not around a fixed menu of services. Most PE work is project-based: a defined scope, a clear deliverable, and a principal who is accountable for the output throughout. For ongoing portco support during the hold period, we also work on retainer or day-rate arrangements where the HR function is genuinely thin and needs consistent senior input.
Sam Bramhall has spent the better part of six years working inside PE-backed businesses at board level, across deal types and hold periods from platform acquisition through exit preparation. The work at Esbee builds directly on that operational experience. The difference between PE advisory that works and advisory that does not is usually whether the adviser understands what the inside of a portco actually looks like under hold period pressure. The EBITDA bridge and the people plan are the same document, and the work is approached accordingly.
Confidentiality is handled as a matter of course. Most of the situations we work on are not known to the wider management team, the portfolio company employees, or in some cases to anyone outside the IC. We operate with the same information discipline that the deal process itself requires.
The practice is led by Sam Bramhall.
Sam Bramhall is the Principal Consultant at Esbee, with two decades of board-level strategic HR and organisational advisory across telecoms, fintech, professional services, technology, and PE-backed businesses. Engagements are principal-led: you work directly with Sam throughout, not with a junior team managing upward.
About Sam and the firm →Frequently asked questions
- At what stage in the deal process should we bring you in?
- Earlier than most do. The most common pattern is engagement post-IC when the deal structure is largely set and the people questions have already been constrained by commercial decisions. The earlier we are in the conversation, the more useful we can be on management capability assessment, employment liability identification, and integration sequencing. For bolt-ons and carve-outs especially, the people dimension affects the deal structure, not just the implementation.
- Do you work at the firm level or the portco level?
- Both, depending on what the situation requires. For pre-deal work, we typically work alongside the deal team and the firm's adviser group. For portco work, we engage directly with the management team, usually acting as the de facto HR function or working alongside the CHRO where one exists. The engagement model depends on the portco's maturity, the stage of the hold period, and what the VCP requires.
- Can you manage a TUPE transfer as part of an integration?
- Yes. TUPE is a structural constraint in most bolt-on and carve-out integrations, and the sequencing of people decisions around it determines a significant portion of the integration timeline. We handle the TUPE consultation process, advise on measures and election procedures, and integrate TUPE compliance into the operating model design rather than treating it as a separate compliance track.
- How do you handle situations where portco management does not know a deal is in progress?
- Carefully, and with a clear distinction between what we can do pre-completion and what becomes necessary post-completion. Pre-completion, we work on the information available under confidentiality with the deal team. We do not interact with portco management until the deal structure and confidentiality approach permit. Post-completion, we can move quickly on communication and integration work precisely because the preparation has been done in advance.
- What is your experience in PE-backed businesses specifically?
- Sam Bramhall has spent the better part of six years working inside PE-backed businesses at board level, across deal types and hold periods from platform acquisition through exit preparation. That is operational experience, not advisory work observed from the outside. The practical difference is understanding that the EBITDA bridge and the people plan are the same document, and that the VCP either has a credible people chapter or it does not.
- How does engagement pricing work?
- Project-based for defined-scope work: due diligence, integration planning, exit prep. Retainer or day-rate for ongoing portco HR support during the hold period. We agree the commercial structure upfront and we do not move it once work is underway. For deal-sensitive work, we can also structure within a deal team fee approach if that is how the firm accounts for DD costs.
Where this work happens in the practice
What we do
Complex & High-Stakes HR
Senior exits, tribunal support, and interim HR leadership for situations where the stakes extend beyond the immediate employment matter.
What we do
Advisory
Strategic HR and organisational advisory across the full scope of the practice.
Advisory
Operating Model Design
Structure, spans and layers, decision rights, and capability mapping for businesses where the operating model needs to change.
Advisory
Transformation Diagnostics
Independent diagnostic work for programmes that have stalled or are not delivering the outcomes they were designed to produce.
Advisory
Post-Acquisition Integration
Integration planning and delivery for bolt-ons, carve-outs, and merger situations where the people and operating model decisions determine whether synergies are captured.
Last reviewed: May 2026
Confidential conversation
If you are a PE firm or portfolio company leadership team facing a people question that matters to the deal, we welcome a conversation. All initial discussions are confidential.
Get in touch