Raise a fund with Deals? Or without Deals? How would you do it?

searcher profile

May 02, 2019

by a searcher in Sheridan, WY, USA

On a road show recently to many financial institutions locally to secure financial commitments on the leverage side regarding the search, the typical response from the bankers and investors locally is "we won't make a commitment to anything until we have a deal to analyse in front of us."

I believe the conundrum for Searchers in this type of situation (providing they have a strategy for a particular industry or sector where they have plans to consolidate, is providing targets with some sort of proof of funds or bank endorsement letter which would presumably by requested by targets. 

Now this would be an issue with regards to moving forward with influencing the target to disclose basic preliminary financial information (Revenue, EBITDA, FCF). Therefore if a Searcher is unable to provide a target with such documentation as mentioned above, how does the Searcher then get to the point of uncovering deals to bring to the table for investors to look at? (This is outside the realm of brokers, finders, buy-sell advisors etc,) This is from the perspective of making those cold calls and setting appointments.

Would love to hear the take on this from the community.

Cheers.

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commentor profile
Reply by a searcher
from University of Pennsylvania in Philadelphia, PA, USA
I received some helpful advice on this topic that (hopefully) can also benefits others:

Intermediaries or sellers often request proof of funds to avoid 'traumatic' experiences. In particular, there's a history of past deals (mostly with searchers) that have fallen through due to an inability to obtain funding. 'Proof of funds' is just a signal to ensure that potential buyers are serious about potentially making a deal.

Even if you don't have proof of funds, I've found that you can circumvent a lot of potential objections by being credible. The simplest way to do this is to be honest about your situation, emphasize your relevant experience, ensure your communications with brokers/sellers is well crafted, and have the 'basics' like a website in place.

Outside of this, it might be helpful to talk to potential investors. Emphasize that you are self-funding your search but might want to partner once you find a potential acquisition target. Generally, investors will be willing to provide letters of support if it means they get preferred access to a deal. Having these conversations is helpful anyways to build relationships with investors.
commentor profile
Reply by an investor
from University of Pennsylvania in New York, NY, USA
Based on my admittedly limited experience with search fund SBA financing and smaller lenders, it doesn't seem typical to have committed financing in hand prior to approaching either the initial platform acquisition or add-on targets, which makes sense because the bank will want to underwrite the deal after they have the full picture. In much larger PE backed transactions pre committed financing in the form of revolving lines of credit or delayed draw term loans exist that can be used for add-on acquisitions subject to certain conditions etc. but not surprised this doesn't exist for smaller search fund deals. In my experience, not having committed financing up front hasn't been a barrier to discussing a deal with sellers on a preliminary basis. You may be able to get some sort of support letter from your existing lender saying they would be interested in providing financing subject to doing the work but not sure how much weight that really holds. Curious to get others perspectives as well.
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