Financing an acquisition with additional working capital?

searcher profile

September 04, 2021

by a searcher from Queens College in New York, NY, USA

Hey everyone,

If you're looking to finance the acquisition of a company with a lender and wanted to increase your starting cash position, just to increase NWC, to have more financial elasticity while you get a grasp of actual operating the business. Could you roll this cash amount into the acquisition or would you have to set up an additional loan, assuming your after tax cash flows supported the additional loan?

Thanks for any insight

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commentor profile
Reply by an intermediary
from The University of Chicago in Chicago, IL, USA
Most businesses need working capital regardless of size. Buyers typically do not fund WC with out-of-pocket capital. Hence, WC needs to be added into the "total" capital to be raised for the acquisition. One is better off calling such "total" as "price"; however main-street databases and brokers exclude WC from "total" and call it "price".
A good lender makes sure that the borrower has the "total" capital ( including WC) raised/funded to run the business. They fund WC, or make sure it is funded by buyer, whether WC is included in the "price" or not.
If you need "extra" cash over and above normal WC that is included in "total" capital, you should add that "extra" to WC and ask the lender to fund it. However, you may find resistance from lenders to fund such "extra" cash; the reason being there has been instances where the borrower has taken such "extra" cash out of the business shortly after closing, thus reducing his/her out-of-pocket investment. (Example: if buyer equity is 5%, and buyer wants to borrow "extra" 5%, the lender concern is what if the buyer takes home the "extra" the day after he closing, thus reducing the true equity to zero%)
There are many ways to raise the "extra" cash for the purpose you have identified, and there are many ways to satisfy lender concerns.
commentor profile
Reply by an intermediary
from Wake Forest University in Winston-Salem, NC, USA
Adam - tagging on to ^redacted‌'s comment, if this is an SBA loan, SBA lenders routinely lend the net working capital as part of the overall loan package (as most transactions under $5mm do not include working capital in the purchase price). Usually, some is added to the 7(a) loan as permanent working capital and some is provided via a LOC. Most lenders want the buyer to have sufficient working capital to thrive, so work with your lender and the seller to figure out what is appropriate for your particular situation.
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