Deal structure advice - self funded search fund

searcher profile

July 16, 2024

by a searcher from IESE Business School in Madrid, EspaƱa

Hello Searchfunder community!

I am looking for advice to structure a deal. Characteristics:

- LOI to be signed soon
- Terms (in negotiation):
a) EV/Price: 8M; 4x EBITDA
b) Company has income of 5M and 2M EBITDA
c) 1.5M Earnout
d) 2M seller financing
e) Sellers willing to reinvest
f) Banks are willing to finance at least 50% of deal

Questions:
1. I am looking for advice regarding a deal structure different to classic search fund structure (25%, subject to IRR Investor's return...) that could maximize searcher % equity/ returns.
2. Ideas/ advice to structure the LOI

Thank you in advance

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commentor profile
Reply by an intermediary
from The University of Chicago in Chicago, IL, USA
It seems you have thought thru the structure well between you and the seller.
Seems like the deal is P=$8 M, $4.5 M Cash, $2 M Seller Note and $1.5 M Earnout. Cash is $4 M debt plus $500 k equity plus seller rollover. Am I correct?
I am guessing you are looking at a non-SBA, otherwise you would not have used the words "earnout". Assuming that, seems like this an asset intensive business.
Are you asking help structuring the capital stack between you and the investors? If so, that would have none/minimal impact on the LOI.
Happy t0 help.
commentor profile
Reply by a professional
from University of Notre Dame in New York, NY, USA
Thanks ^redacted‌ - I represent a lot of independent sponsors and searchers who bring in outside investors, so happy to have a chat on transaction structure (I would probably need a little more background here). Also happy to take a look at the LOI "off the clock" to share any thoughts/feedback. Feel free to email me redacted or DM me.
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