FINANCING FOR TRANSACTION WITH MEANINGFUL SELLER NOTE & ROLLED EQUITY

We have received seller approval and are contemplating a transaction for a company with a long history and stable financials. The seller wishes to remain with the company post-transaction, will roll a significant portion of equity, provide seller financing for a meaningful portion of the deal, and provide long term mentorship/training to the new management team for a seamless transition. The contemplated deal has the following characteristics:

• Purchase price of 5x Pro Forma EBITDA (inclusive of new management salaries)

• Proposed Debt o SEEKING FINANCING for 50% of the transaction with a 7-10 year term o Seller is willing to finance 26% of transaction with 10-year term

• Equity (24% of total transaction) o Seller will roll 70% equity o Buyer contributes 30% of equity, with management options of 30%

Does anyone know of a lender/group that would be interested in a pursuing such a structure?



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