The founder of Centria came to market in 2015 wanting to sell a controlling stake. He had a broker, a shortlist of interested buyers, and a clear goal: find a partner, take chips off the table, and move on. What he didn't expect was to close a deal 18 months later where he still held control, stayed on as CEO, and went on to grow his business fivefold.
Vladimir Andenov, Managing Director at Martis Capital, was on the other side of that conversation. Martis is a healthcare-focused private equity firm with over $2.2 billion raised across four funds. The Centria deal—a behavioral health company serving children with autism in the home—became one of Andenov's clearest examples of how minority deals actually get done. Not through better terms, but through a different kind of conversation.
In a recent episode of Carried Interest, Affinity's interview series with private equity professionals, Andenov walked through exactly how Martis navigated that shift.
From "I want to sell" to "I want to grow with a partner"
Most founders arrive at a minority deal conversation thinking about exit math. They want to know what the business is worth today, what their stake nets out to, and what they walk away with. Shifting that frame is the central challenge PE firms face, and it has to happen before any term sheet matters.
The math has to change before the decision can
Martis's reframe is direct: if we can triple this business together, what is your percentage of that outcome worth? When the founder runs that math honestly, the exit value today looks different. If the founder believes in the growth case and in the partner making it possible, the minority deal winds up being the better bet.
"We convinced him that it's actually better to own more of that second bite at the apple as we call it in our world." — Vladimir Andenov, Managing Director, Martis Capital
The reframe only works if the capital comes with something more than a check. For the Centria founder, part of what Martis was offering was domain credibility. They'd spent months developing a point of view on autism services as an end market before they ever met the company. When they sat down, they were already discussing the headwinds he was navigating. That depth of preparation signals something a spreadsheet can't. It shows that these people understand my business, which means they might actually be able to help grow it.
The pre-close period is the pitch
Most PE firms treat the pre-close period as diligence. The founder treats it as an audition. Every interaction before signing is evidence the founder is collecting about what the partnership will actually feel like. Firms that understand this invest in the relationship before they know whether there will be a deal.
Solve the problem in front of you, not the one you're underwriting
As Martis was building conviction on Centria, the founder was running into a practical problem: rapid growth was outpacing cash flow. Medicaid reimbursements lagged behind hiring, and the business was cash-constrained at exactly the moment it needed to scale. Martis extended a bridge loan, knowing it wouldn't become the investment.
"We actually extended a temporary loan to the business. We knew that would not be the investment. But it really showed him already a partner that was willing to solve his problems." — Vladimir Andenov
The loan cost Martis something, which is what made it credible. For a founder evaluating which PE firm to trust with a minority stake in a business he'd built from scratch, "they showed up before they had any obligation to" is more persuasive than any pitch deck.
Relationships are built in the margins, not in formal meetings
The process ran through a broker, which limited direct contact. Martis made use of what they had. They visited the founder on-site in Michigan. They introduced him to a former portfolio CEO—a well-regarded entrepreneur in the same community—not as a formal reference, but as a relationship that let the founder see Martis through someone else's eyes. They also helped him recruit a CMO from within their network, solving a real operational gap before anything was signed.
"We think these relationships start well before a transaction gets done. And if you don't do a transaction, maybe it's some cost where you invest in the relationship—but I think we believe that's what it takes." — Vladimir Andenov
Make the founder's post-close future explicit early on
In a minority deal, where the founder is staying in as the controlling operator and the entire investment thesis depends on that, ambiguity about their post-close role is a risk PE firms take for no reason. The Centria founder didn't know what his future looked like after a potential sale. Other buyers hadn't addressed it, but Martis did—as a statement of conviction instead of a contractual commitment.
"We made it clear that we are backing him... he knew that he would be there as CEO post-close, versus not sure about his future."— Vladimir Andenov
That clarity removed any anxiety that was competing with the founder's ability to evaluate the deal on its merits. It also demonstrated that Matis believes the team that built the business should be the team that grows it. If you believe in the operator, say so explicitly and early. The founder is already wondering. Answering the question before they ask it is both honest and strategically sound.
How to structure a minority deal so both sides can operate without constant tension
Governance in a minority deal is about removing ambiguity so both parties can do their jobs. A founder who isn't sure what requires investor sign-off will either ask constantly, creating friction, or stop asking and create exposure. The terms that prevent both failure modes aren't novel, but how they're framed to the founder matters as much as what they say.
Martis's playbook in minority situations typically includes a one-times liquidation preference—straightforward downside protection that ensures Martis recovers its invested capital in a below-expectation exit—and approval rights on budget, M&A, and leverage: the three decisions most likely to materially change the risk profile of the business, kept within the investor's purview without touching day-to-day operations.
"That's been a bit of a playbook for us in other minority situations."— Vladimir Andenov
The framing matters. Governance presented as "here's how we protect ourselves" reads to a founder as a list of things they'll need permission for. The same terms presented as "here's the operating agreement that lets you run the business without guessing what we'll approve" read as clarity. Both founders and investors benefit from knowing in advance which decisions are collaborative and which belong to the operator.
What to look for in a founder before you close
Two traits that predict whether a minority partnership will actually work
The first is genuine coachability—not agreement, and not the performance of openness that founders sometimes put on in front of a potential investor. Coachability means the demonstrated ability to receive specific feedback and do something different as a result. The question isn't whether a founder has strong convictions; it's whether those convictions are permeable.
The second is growth orientation. A founder who has mentally exited is a liability in a minority deal, because the entire structure assumes an operator who still wants to build. The capital, the governance rights, and the board relationship are all built for someone who sees the partnership as a means to get somewhere, not a way to derisk and step back.
"Somebody that's willing to listen and is coachable, open to feedback... it's not somebody that has achieved and wants to punch out. It's somebody that wants to keep growing and bring on a partner to help them get to the next level." — Vladimir Andenov
The co-CEO situation, and what it taught Martis about pre-close alignment
Out of Martis's second fund, they invested in a company with two co-founders serving as co-CEOs. Pre-close, both assured Martis the structure would resolve itself. It did, amicably, at the first board meeting, when one founder moved to an advisory role. The business was fine, but the pattern stayed with Andenov.
"It's just a little bit of that pattern recognition—there's a founder that has built a great business, but is receptive to bringing on a partner."— Vladimir Andenov
Co-CEO structures aren’t necessarily disqualifying. Alignment conversations about post-close leadership just need to happen explicitly before signing, rather than being deferred with an assurance that it'll sort itself out. In a minority deal, where the PE firm has limited operational leverage post-close, structural ambiguities that get papered over during diligence tend to resurface at the worst possible moment.
The minority deal that ended with the founder writing Martis a check
Martis exited Centria in 2019. The business had grown from roughly 700 children served to more than 3,500. The founder had remained CEO through the hold period, and after the exit:
"This individual, subsequent to that, became an LP with us. We love that sort of full circle. Let's make a deal together and let's then continue to work together." — Vladimir Andenov
A founder becoming an LP after exit requires both a good financial outcome and a good experience getting there. It doesn't happen when the minority deal was won on terms. It happens when the reframe was honest, the pre-close relationship was real, and the founder was the right person for what comes after signing.
Vladimir Andenov is Managing Director at Martis Capital, a healthcare-focused private equity firm with over $2.2 billion raised across four funds. This piece is drawn from his conversation on Carried Interest, Affinity's interview series with private equity professionals. Watch the full episode.
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