Anyone done a revenue share agreement for investors in an acquisition?

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September 06, 2023

by a professional from University of Virginia-Darden - Darden School of Business in Charlottesville, VA, USA

I know this is not the preferred method, but is an option I want to explore.

I am looking at acquiring a Service-Disabled Veteran Owned Small Business (SDVOSB) that comes with great government set-aside contracts in that category. There is, however, a real challenge in raising equity for a deal like this.

In order to maintain 51% veteran ownership, the business has to be owned 51% by a veteran or group of veterans across all classes of shares- meaning preferred equity becomes a real challenge as this is considered another class of share by the SBA (certifying body for SDVOSBs). So even if I raise from non-veterans and they only have 30% common stock ownership, then they still have greater than 51% ownership on the preferred shares and the business loses its unique value.

There are a few different options, including trying to raise just from veterans, but I want to explore alternative methods of raising capital on a deal like this.

I would expect a higher step-up on the percentage of revenue share relative to the investment (ex: 2.5-3x).

Curious if anyone else has done this.

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