Self Funded Deal Costs

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4

Reply by a searcher
in New York, NY, USA

Firstly, I would take the costs and multiply them by at least 1.5x because you will likely have a deal die before you close. You may have up to $5k of personal diligence costs: research reports, flights to visit the seller, etc. Your bank will then require a deposit between $2.5k-10k. I strongly encourage a Quality of Earnings report, which can run from $5-15k for a "QofE lite" or $15-45k for a full QofE report. Legal is a big question mark, but at the 1mm EBITDA marker I'd say budget for 1%-1.5% of your transaction value in legal fees, depending on the structure and complexity and what seller's counsel does. You will then potentially have fees related to other diligence items, depending on the sector and opportunity (technical diligence, environmental diligence, licensing, etc). So for a $5mm acquisition, you are looking at around $100-175k in fees, excluding SBA fees (which are wrapped into the loan). You can get lower than this if you have a seller that is easy to work with and/or clean financials; you may be significantly higher if you have a complicated deal or seller's counsel consumes a lot of time.

In terms of when they are incurred, I recommend you mentally split the closing process into four stages to guesstimate when these are incurred: (1) pre-LOI and immediately after LOI you will likely pay your personal diligence fees, pay the bank deposit, and pay a retainer (or upfront fee) for the QofE. (2) Then you will do the full QofE and, if phase 1 findings come back clean, you may start preliminary legal work, which may require a retainer. (3) In the third stage, you will negotiate the documentation with the seller and incur most of your legal fees. If you have a delayed close, you will need to pay part or all of these legal fees shortly after incurring them (unless you negotiate with your attorneys to roll the fees into closing###-###-#### In stage four, you close and any unpaid fees at that time will be accounted for at closing (and may potentially be payable out of loan proceeds). Stage 3 or 4 will be when you wire any equity check you personally are investing in the deal to escrow, depending on how smoothly your deal is going. That check is ignored in the amounts contemplated above.

This isn't hard set and the beauty of self-funded ETA is that every single person does it a little bit differently to suit their unique circumstances and acquisition target. But I think if you approach it this way you will responsibly manage the risk of running out of funds prior to close. Just be sure that you're assuming you'll have a broken deal fees at some point and try to carefully manage for them.

Reply by a searcher
from The University of Texas at Austin in New York, NY, USA

Roman - I'm not sure how the question was truncated, but it was essentially asking about a full list of deal costs, median/mean amounts of each cost for deal sizes in the $1M EBITDA range, and timeline of when these costs are usually incurred. I have not yet found a great resource that gives a holistic picture of all the costs that should be considered when green lighting each "gate" of the search process.

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