Any advice on actually executing set offs against seller note? Best practices? Useful stories, thoughts, etc? Acquired a business and am operating it actively, still have all original employees. Seller note is all I owe on the business, no investors.
The business is doing well (profitable), but I have calculated that it's DSCR is just not coming close the range I allotted. With Seller debt service, takes it close to 1x or less.
I am now planning to be proactive about pushing the set offs, but I am also considering offering the seller a "carrot" in the form of a refi of the seller note with a bank note that will reduce my debt service, primarily by an approximately 50% discount on remaining seller note. This would improve my DSCR and revive cash flow (as do set offs).
I have come to the conclusion that the previous owner let the business slide some, particularly with respect to staffing levels not being adequate to operate as a "going concern" (meaning not able to achieve past sales, EBITDA targets with staff levels at date of transition). Having identified this, I am staffing up and taking corrections, but I don't want to sit too long without taking action, as my cash reserves keep getting pulled in, and I don't want reps and warranties to expire either.
Reps and Warranties all still surviving. I'm working with my legal counsel to chart best path, but looking for ideas, experience from the community here too.
Employees welcomed the transition enthusiastically, no issues with old owner sticking around. Old owner not needed for operations since basically 30 days in. I've read up on Jim Sharpe's somewhat relevant post: https://jimsteinsharpe.com/z-runningsme/seller-after-closing/