Capital Stack Question - Looking for Creative Options
December 02, 2022
by an intermediary from Texas A&M University in Houston, TX, USA
Hi, I am working on a roll up of HVAC contractors. I do not have a fund or investors backing me, so I am looking at creative capital stack options. With my marketing/sales background, I have good deal flow and motivated sellers.
Please tell me what is wrong with my plan below and/or suggest alternatives. My goal is to not pay a down payment on the acquisition and minimize any restrictions on cash flow.
Example: HVAC contractor for sale - $1M
30% of the business seller financed over a 3 year period - $100K per year
Year 3 - SBA loan to pay off the remaining 70% - (Since I am already the owner of the business at this point, I am assuming SBA would require zero down payment)
If multiple HVAC companies have been acquired over the 3 year period using the same model as above, I would pay off all of them with one SBA loan. Hopefully receiving more funding than needed because of the higher multiple with all companies combined under one loan.
Any thoughts or suggestions or alternative models?
from Oklahoma State University in Wichita, KS, USA
An interesting model I have heard about is replacing the owners current net take-home pay for a longer seller financed pay-out to reduce the need for senior debt. So take seller financing from 30% to something more like 70-80% in theory. I would want to have the sole option to accelerate the buy-out if desired which then could lead into an SBA loan if you did not want additional equity holders.
Another SBA structure that is more generous than the 7A is the 504 which is focused on real estate. With that, if memory serves you can finance up to 90%. Building from the structure you noted. If you started the SBA loan in year 4, then the $100k that was going to the seller in your stated structure would be sufficient to get the SBA loan if that's the path you want.
Cheers to designing a great structure!
in London, UK