Looking to get insights on deal tearms
February 17, 2024
by a searcher from University of Windsor in Vancouver, BC, Canada
I have been looking into a high-tech manufacturing business in Canada.
I have negotiated a strategic partnership with the current owners, given my 20+ years of experience in the field. A possible structure is a 1/3 ownership.
The company has over 50 years of history serving its customers, and they acquired the company just a few years ago on a 100% VTB, but have struggled to run the business profitably. The current owners have technical knowledge of running production but lack business acumen and hence the revenue has declined by 15-20% since they have acquired the company.
I would appreciate some direction/input on what would be a fair deal term to offer in such scenarios where the existing owners have not put any money down themselves and have 100% VTB note.
from University of Pennsylvania in Jersey City, NJ, USA
A threshold question is whether you are contributing cash at all? If the answer is no, you could consider offering to have your equity vest via an earn out tiered to cash flow generation. Split the 1/3 of equity (or whatever you request) into fifths, and offer to vest into the equity based on annual cashflow growth. e.g., first 20% for hitting X in annual FCF, next 20% for hitting X+Y in annual FCF, etc.
You would need to clearly define FCF of course. An appropriate measure based on manufacturing could be unlevered free cash flow which takes EBITDA, capex and NWC into account.
from Bowling Green State University in Surrey, BC, Canada
But seriously, the VTB agreement will be a key document as the previous owner could probably call the loan and get the business back which, from the sounds of it, could actually be a good thing. given the deterioration in performance.
Questions:
- is the face value of the loan greater than a market EBITDA multiple valuation?
- are the current owners paying cash interest and are current on the VTB?
- has there been any principal repayment on the VTB?
It kind of sounds a bit on the distressed side - tread carefully
Not great that the current owners have no cash equity in the game - if you decide to move forward, you may want to require some skin in the game from these guys along with whatever you are choosing to invest.