Financing an Acquisition – What Buyers and Sellers Need To Know
Oct 26, 2023
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This podcast episode discusses different financing options for business acquisitions, including SBA loans, seller notes, and bank financing. It compares private equity funding with bank loans and highlights the excessive paperwork involved in SBA loans. The chapter also explores the structure and risk mitigation of equity co-investment in small business acquisitions, as well as the types of capital providers such as private equity firms and family offices. It emphasizes the importance of revenue and profitability trends when assessing an acquisition and the role of a buyer's quality of earnings report. Finally, it highlights the importance of having an acquisition capital intermediary on your team.
Lenders prioritize businesses with upward trending revenue, strong margins, and a strong management team.
SBA loans are generally limited to transactions under $5 million and have more stringent regulations, while non-SBA loans offer greater flexibility and can finance deals ranging from $7 million to $250 million.
Engaging with an intermediary like an acquisition capital intermediary can be a valuable extension of the acquisition team, providing valuable insight, advisory services, and help in coordinating deal aspects.
Deep dives
The importance of a well-prepared business for financing
Lenders prioritize businesses with upward trending revenue, strong margins, and a strong management team. A clean set of books and a demonstration of the ability to convey the business's intent are crucial. Lenders also look for businesses with a healthy growth trajectory, with a focus on the buyer's ability to continue scaling the business post-acquisition and potentially make additional acquisitions. Time management and cooperation are key to keeping deals on track and avoiding withdrawal of offers. It is also advised for buyers to engage with a capital provider before making an offer to ensure that the available financing aligns with their plans.
The difference between SBA and non-SBA loans
SBA loans are generally limited to transactions under $5 million and have more stringent regulations, while non-SBA loans offer greater flexibility and can finance deals ranging from $7 million to $250 million. Non-SBA lenders focus more on the buyer's skillset and the continued growth of the business, while SBA lenders follow the guidelines set by the SBA and have to adhere to their regulations. Non-SBA loans often have more components in the deal structure, such as seller notes and earnouts, depending on the size of the business.
The role of valuation and deal structure in financing
Lenders typically base their lending decisions on EBITDA multiples, with typical multiples ranging from three to five times EBITDA. Important criteria for lenders include upward trending revenue, strong margins, and a solid management team. Business acquisitions are assessed similarly to financing, and a quality of earnings report is usually required for lower-middle-market deals. Declining revenue or profitability trends can be deal killers, as lenders prioritize businesses with growth potential. Time is of the essence, and it is important for buyers to engage with a capital provider early in the process to align financing opportunities with their acquisition plans.
Working with an acquisition capital intermediary
Engaging with an intermediary like an acquisition capital intermediary can be a valuable extension of the acquisition team. Intermediaries can provide valuable insight, advisory services, and help coordinate the various aspects of the deal process. It is important for buyers to have their acquisition team in place, including an acquisition attorney, CPA, and capital provider, to ensure the smooth progress of the deal and avoid delays or financing issues.
Common mistakes and advice for buyers
One common mistake is undervaluing the importance of time and cooperation in the deal process. Buyers should ensure they have a motivated and engaged seller and work on developing their ability to effectively convey their story and plans for the business to capital providers. Another important piece of advice is to engage with a capital provider early in the process to ensure financing opportunities align with the acquisition plans and to avoid pursuing deals that are not viable for financing.
This comprehensive show on acquisition financing looks at what buyers and sellers need to know from the beginning. Stephen Speer shares his experience as a finance intermediary to discuss the questions lenders ask, what they look for before making an investment in a company, working with PE firms, family offices, SBA loans, and other capital providers; valuations; EBITDA multiples; how equity is used in an acquisition, and why a seller needs to understand how a buyer will finance the purchase of their business.