PP&E debt; Assume vs. Refinance?

by a searcher from University of Southern California - Marshall School of Business

Mar 25,2022

Hi all,

I'm looking at a commercial landscaping company, where the owner has spent considerable amounts of money upgrading their fleet of vehicles and other equipment (which in hindsight was brilliant given recent supply chain issues).  This was all done with the intention of continuing to run and scale the company for the foreseeable future. However, recent life events are causing him to sell (though he will likely rollover meaningful equity into NewCo). 

Outside of any personal vehicles, equipment, etc., am I missing anything as it relates to assuming the PP&E debt here? I ask because we're pursuing an asset sale (which is typically cash free, debt free) and plan to refinance the acquisition debt he currently has on the BS. This may be a silly question and we could just refinance the PP&E debt as well, but interested in hearing the community's reactions. 

Thanks in advance

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professional from Monash University

If you're acquiring the assets and transferring title to your name, the finance is in the name of the vendor. If not refinancing, I'm not sure how you'll take on the finance if via commercial measures as you will not have access or authority (the vendor will) to liaise with the existing financiers. I'd suggest payout directly all existing finance, confirm clear title and transfer ownership. Fund via your own debt if needed or speak to your funding parties on options available

03/26/2022 | like reply | 0 likes

searcher from Southern Methodist University

I am a little confused that you stated you are pursuing a cash free/debt free transaction, but are also asking how to assume various notes from the seller. Seems like a contradiction.

In any case, I would be sure to make the distinction when doing your valuation work. If your valuation is based on a cash free/debt free offer, then the debt (both fixed assets and previous SBA/acquisition notes) should be paid at closing by the seller. In my experience, this is the most common approach. If you want to try to assume and refinance the sellers existing notes (which I would imagine most lenders would not be all that excited to do), then you need to back that out of your purchase price calculation.

03/25/2022 | like reply | 0 likes

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