Investment & Advisory · Louisville, Kentucky · Est. 2011

Our term sheet is on this website.

Northfield One Ventures provides growth capital and operating support to lower-middle-market businesses across the Ohio Valley. Our standard terms are published here in plain language, including the control provisions most firms only disclose once you are already negotiating.

Northfield One Ventures, Louisville, KY
14Years in Louisville
31Investments made
100%Standard terms published
5Partners, all operators first
Our Position

The hard terms arrive at week six.

An owner takes a first meeting, then a second, then spends five weeks on diligence with an internal team stretched thin. The term sheet arrives with a valuation on page one and, on page four, the board composition, the drag provisions, and the redemption right that changes what selling their own company means.

None of it is unusual, and none of it was hidden. It simply was not said early, and by week six the owner has sunk five weeks of management time and is negotiating from a weaker position than they would have been in on day one.

So our standard terms are published on this site. Governance, liquidation preference, drag, and what happens if we disagree about a sale. Some owners read them and never call, which is the intended outcome for a structure that does not suit them.

Terms disclosed at week six are terms disclosed after the leverage has moved.
Standard Terms

What we usually propose.

Indicative and not an offer. Actual terms vary by transaction and are agreed in writing.

Northfield One — indicative standard terms
Cheque size$2m to $12m for a minority or majority position, depending on structure.
OwnershipTypically 25% to 60%. We will say in the first meeting which range fits.
BoardTwo of five seats at minority, three of five at majority. Independent seat agreed jointly.
Liquidation preference1x non-participating. We do not use multiples or participating preferred.
Drag-alongAbove 65% ownership only, and never inside the first 36 months.
RedemptionNone. We do not take redemption rights against operating businesses.
Management equityA pool of 8% to 15% reserved, sized before we close rather than after.
FeesNo monitoring or transaction fees charged to the company. Diligence costs are ours.
Hold periodFive to ten years. We will state our expected hold in the first meeting.
Our Services

Six services.

Five partners in Louisville. All operators before investors.

01

Growth Capital

Minority and majority positions in profitable lower-middle-market businesses.

$2m – $12m
02

Owner Transitions

Partial liquidity for founders who want to de-risk without leaving.

minority or majority
03

Buy & Build

Platform investments with a stated acquisition thesis, not opportunism after the fact.

platform & add-ons
04

Operating Support

Finance, systems, and hiring help from partners who have run companies.

no fee to the company
05

Board Service

Working board seats, with what we will and will not intervene on written down.

per investment
06

Referral & Decline

A written no with reasoning, within two weeks, when we are not the right fit.

always free
Northfield One Ventures at work
How We Work

No fees to the company

We charge no monitoring, transaction, or board fees to portfolio companies, and we pay our own diligence costs. Fees charged to a company you partly own are a transfer from the founder's pocket to ours dressed as a service.

No redemption rights against operating businesses. A redemption right on a company that cannot easily refinance is a mechanism for taking control in a bad year.

A written no in two weeks. Roughly four in five enquiries end with a decline and our reasoning, rather than a slow fade.

Method

Four stages.

01

First meeting

Ownership range, expected hold, and which published terms apply. No NDA needed.

02

Written response

Inside two weeks: a term sheet or a decline with reasoning.

03

Diligence

Focused and time-boxed. We pay our own costs and respect your team's time.

04

Close & operate

Working board seat, operating support, and no fees to the company.

Northfield One Ventures clients
Who We Serve

Ohio Valley businesses with real earnings

Manufacturers, distributors, industrial and business services, and healthcare services across Kentucky, southern Indiana, Ohio, and Tennessee.

Typically $8m to $90m of revenue and $1m to $8m of EBITDA, profitable and owner-operated.

We decline roughly four in five enquiries, in writing and inside two weeks. Early-stage, pre-revenue, and turnaround situations are outside what we do.

The Team

Who does the work.

Grant Ellsworth, managing partner at Northfield One Ventures

Grant Ellsworth

managing partner

Founded the firm in 2011 after running a distribution business. Takes every first meeting.

Partner, operations at Northfield One Ventures

Partner

operations

Ran a manufacturer for eleven years. Leads operating support.

Partner, finance at Northfield One Ventures

Partner

finance

Sixteen years. Builds the finance function in the first year post-close.

Principal, origination at Northfield One Ventures

Principal

origination

Nine years. Writes the declines, with reasoning.

Clients

What they report.

I read their term sheet on the website before the first call and knew the drag provision would not work for us. They agreed. Two hours, not six weeks.
Client of Northfield One Ventures
OwnerDistribution
No monitoring fee, and they paid their own diligence costs. Both of the other bidders charged us for the privilege.
Client of Northfield One Ventures
FounderIndustrial services
They declined in eleven days with a page of reasoning and a referral. That was more useful than three months of maybe.
Client of Northfield One Ventures
OwnerManufacturer

Read the terms before you call.

If the drag provision does not work for you, better to know now.

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