Hello,

I'm looking at a deal for a subcontractor business for about $4.5MM (2-3x multiple depending on historical average used) that has about $1.5MM of cash and $2MM of NWC on the balance sheet. For simplicity, I am considering a stock purchase transaction which would allow me to step into the balance sheet (assuming some pre-close distribution of cash) and keep the seller with equity ownership which is viewed favorably by the bank.

Does anyone have any general thoughts on the following (or thoughts/advice on subcontractors):

Seller note terms o How frequent are things like 2 year full standby or forgivable seller note in deals of this size and industry o What rate are folks seeing today – I’m proposing 6% as a starting point o If there is some type of standby on the front end and a 10 year term is it standard to have a ballon payment at year 8 or does is it essentially a 12 year note?

Equity Rollover o What is the typical amount as a % of equity that the seller retains? I’ve proposed 15% thinking it ends at 10%, I don’t think 5% is meaningful enough and I don’t think I’d want to get close to 20% o How long does this typically stay in place? I have proposed an option to take out after year 3 and then required to take out by year 6 o Any standardization of how valuation is calculated for takeout (e.g. average of 2 or 3 appraisals)? o What rights, if any, does the seller have on a go forward basis?