There are various ways that companies can grow, such as through the institution of new services, the launch of new products, or the enlargement of their market. Yet, growth through acquisition can be a much quicker and easier way to create growth than via the expansion of sales efforts. If the acquisition is a growth option that you are interested in, there are various alternatives through which a deal can be financed, as acquisition financing is rarely secured through one source. Some of the more popular options are included here for your reference.

Cash Acquisition

Shares are usually exchanged for cash in an all-cash acquisition deal. Cash transactions usually happen in cases in which the company that is being acquired is smaller and has smaller cash reserves than the acquirer. In a cash transaction, the acquirer takes on the entire risk as to whether or not the expected value materializes.

Leveraged Buyout (LBO)

A leveraged buyout is the acquisition of a business using a significant amount of borrowed money to cover the cost of acquisition. The assets of the company being acquired as well as those of the acquiring company are frequently used as collateral for the loan. Under this option, there is a common ratio of 90% debt to 10% equity.

Mezzanine Debt

Mezzanine debt includes both equity and debt features. A mezzanine fund is a pool of capital that invests in mezzanine finance for acquisitions, growth, recapitalization or management/leveraged buyouts. Mezzanine financing is usually configured as preferred stock or subordinated and unsecured debt.

Seller Note

A seller note is when the seller agrees to accept a portion of the purchase price in a series of deferred payments. This is often used when the buyer does not have the entire purchase in cash and can only secure a commercial loan up to a percentage of the purchase price. Seller notes are generally unsecured and may be subordinated to other forms of debt. Because a seller note is riskier for the seller, it commands a higher interest rate. The use of a seller note can result in a higher purchase price for the seller but can speed up the closing process, as it is much simpler to negotiate these terms than with other forms of debt.

SBA 7(a) Loan

This Small Business Administration (SBA) loan is government-backed and offered by financial institutions such as banks and credit unions. While the SBA does not lend directly, it insures the loan in the event that a borrower defaults. The application process and paperwork can be quite drawn out because the lender is required to get approval from the SBA to back the loan. Typically, these loans will have better terms than traditional small business loans. The maximum amount allowed for a 7(a) loan is $5 million.

In all cases of sourcing capital for an acquisition, it is important how well the financing lines up with the goals of the deal, and what the plan is regarding the financing structure according to the circumstances of the deal.

Working capital, also referred to as net working capital, is the measure of a company's liquidity, operational efficiency, and short-term financial status. It is the difference between a business’s current assets, its inventory of materials and goods, and its existing liabilities. Net operating working capital is the difference between current assets and non-interest-bearing current liabilities. Typically, they are both calculated similarly, by deducting current liabilities from the current assets. So, essentially, if a business’s current assets total $500,000 and its current liabilities are $100,000, then its working capital is $400,000. But there are a few variations on the calculation formula based on what a financial analyst wants to include or exclude:

One of the more complex components of an M&A transaction is a seller’s net working capital, hereinafter referred to as working capital. Working capital is a financial term used as a measurement of a business’s ability to meet its financial obligations over the coming business cycle (typically 12 months). The consideration of working capital is typically performed during the due diligence period. The calculation of working capital requires the assessment of two areas: current assets and current liabilities.

• Current assets are the assets of the business that the owner(s) anticipate using for normal operations within the next business cycle. The most significant components of current assets are typically cash, accounts receivable, and inventory.
• Current liabilities are the obligations of the business that the owner(s) anticipate satisfying within the next business cycle. The most significant components of current liabilities are typically accounts payable, accrued expenses, and the current portion of the business’s debt.

The logic of corporate finance works on the premise that current assets are used to pay off current liabilities. While working capital is not defined under the Generally Accepted Accounting Principles (GAAP), it is commonly calculated using this formula:

Working Capital = Current Assets – Current Liabilities

Why does working capital matter?

As previously mentioned, working capital is used as a measurement of a business’s ability to meet its financial obligations over the coming business cycle. Another way to consider working capital is that it is a measure of a business’s liquidity. A liquid business should not have problems meeting its short-term financial obligations if all things remain constant. It is unlikely that the owners of a liquid business will be required to invest additional capital or seek outside financing (e.g., debt) to satisfy the needs of the business in the subsequent 12 months.

How much working capital is the right amount?

If a buyer and seller agreed that $2,000,000 is an acceptable working capital level, and a seller delivers lower working capital to the buyer, then often there is a mechanism in the purchase agreement to lower the purchase price of the business. The reduction would generally be dollar-for-dollar (i.e., each dollar required to get the working capital to an acceptable level will likely lead to a dollar reduction in the amount to be paid to the seller). Conversely, if the working capital is higher than what is agreed on as the acceptable level to provide at closing, then there often would be a dollar-for-dollar increase to the purchase price to the seller.

The letter of intent typically clarifies the buyer’s expectation with regard to the required level of working capital to be left in the business, or the proposed methodology in determining working capital. Often, though, working capital is a point of negotiation up until finalization of the purchase agreement. There are a variety of options for setting the agreed upon working capital, but these are the two most common methods:

• The buyer will want some number of “months” as a cushion. If the business’s total expenses for the year are $1,200,000 and the business will be expected to spend $100,000 per month, then a buyer wanting “three months of cushion” for this business would thus require working capital to be at least $300,000 at closing.
• The buyer will want the working capital to be equal to “historical levels.” Historical levels can be calculated by averaging the working capital on each of the previous 12 months’ balance sheets.

Both methodologies provide a guideline in arriving at an acceptable level as part of negotiation between the buyer and seller. No two businesses or deals are alike, but a company’s working capital—just like the various line items from which it is drawn—are assets of the business and, as such, represent part of what is to be sold.

What can the seller do about working capital?

In the event the seller has his/her mindset on what to exclude when the sale occurs, the seller should work with its professional advisors to determine whether the specific items that could be removed from the proposed working capital terms and how that will impact the deal structure. In doing so, the seller must keep in mind that the specific item may be considered by the buyer as necessary to keep the business generating revenue—and if so, he/she might view the retention by the seller as something having a major impact on valuation. If, on the other hand, the asset is not deemed as useful to provide a reasonable buffer for “months of working capital” or a similar metric, or to be used for a specific business function, and its absence will therefore not impact operations nor require the buyer to invest additional capital into the business, the asset can typically be removed with little effect on valuation.

When addressing working capital, it’s important for the seller to always consider the total cost of the deal to the buyer and the buyer’s perception of the risk associated with the business. This is key area of negotiation, and understanding the different methods to determine working capital and what is important for both the seller and buyer is a critical element to reaching a successful close.

If you joined us for part one of this webinar last month, you already understand why coming up with the valuation is only one of many key deal points you will need to secure in order make your exit a success. In part two we will examine another six key issues, this time focusing in on those that come even later in the process; after deal fatigue has set in and you feel like you can’t possibly have anything left to fight about or give away.

1. Winning the net working capital fight
2. Your indemnification of the acquirer
3. How the disclosure schedules protect you
4. Can reps and warranties insurance assist you?
5. The inevitable non-competes
6. Meet the Grim Reaper of your sale process - Delays

Register and save your seat! 

If you missed part I, the video can be found here and I encourage you to take an hour to get caught up to ensure you get the most out of part II this month.

Date & Time: 
August 30th, 2018
10:00 am EST

Host:
Clinton Johnston
Managing Director
Benchmark International

WE ARE READY WHEN YOU ARE. 

Call Benchmark International today if you are interested in an exit or growth strategy or if you are interested in acquiring.

Americas: Sam Smoot at +1 (813) 898 2350 / Smoot@BenchmarkCorporate.com

Europe: Carl Settle at +44 (0)161 359 4400 / Settle@BenchmarkCorporate.com

Africa: Anthony McCardle at +2721 300 2055 / McCardle@BenchmarkCorporate.com

ABOUT BENCHMARK INTERNATIONAL

Benchmark International’s global offices provide business owners in the middle market and lower middle market with creative, value-maximizing solutions for growing and exiting their businesses. To date, Benchmark International has handled engagements in excess of $5B across 30 industries worldwide. With decades of global M&A experience, Benchmark International’s deal teams, working from 13 offices across the world, have assisted hundreds of owners with achieving their personal objectives and ensuring the continued growth of their businesses.

Website: http://www.benchmarkcorporate.com
Blog: http://blog.benchmarkcorporate.com/ 

M&A Webinar: Now that the Valuation is Set, Here’s Where You will Win or Lose the Deal

Many sellers think they have reached the finish line once the buyer has been selected or perhaps when the letter of intent is executed. Even those who know they haven’t reached that line often believe all key elements of the transaction have been ironed out and all that remains is the “technical” part. To better understand many of the material issues that remain open after the letter of intent is executed, this webinar will walk participants through a wide array of those open issues. 

1. Stock versus asset deals, which is really better?
2. Tax elections = dirty words
3. Monetizing the real estate portion
4. Protecting yourself with employment and consulting agreements
5. Seller notes and earn outs – never say never
6. Escrows, who needs them?
7. Winning the net working capital fight
8. Your indemnification of the acquirer
9. How the disclosure schedules protect you
10. Can reps and warranties insurance assist you?
11. The inevitable non-competes
12. Meet the Grim Reaper of your sale process- Delays

You can also watch it here on Vimeo:
https://vimeo.com/282908864

Hosted By:
Clinton Johnston
Managing Director
Benchmark International

Dry powder is currently a hot topic within the private equity industry because the levels of dry powder are at a record high since the financial crisis, with over $1T of committed capital available.

It is the term used for the amount of cash reserves or liquid assets used by an investor for investment purposes, but has not yet been deployed and there are a number of reasons why there is an excess. In part, there are surplus cash reserves as a result of the strength of fundraising – more cash risen, more cash reserves. However, this is a tale of two halves as private equity has not been spending as much in previous years – asset prices have been inflating and private equity firms are reluctant to pay a premium for these assets. In fact, there has been a year-on-year decrease in private equity funding from 2015 to 2017.

It takes capital to start a business and it takes capital to grow a business. However, when you have exhausted your personal reserves, what are your options? There are a handful of ways additional capital can be gained to continue the growth of your business. Simply put, there are four categories that most types of capital fall into when you’re looking to grow your business: your own revenue, debt, public equity, and private equity options.

Your Own Revenue

Most start-ups begin from your own pocket. This might be a good way to get the ball rolling, and you can hit up friends and family for additional funds along the way as well. As long as your business grows at a steady pace, this might even be a reasonable ongoing source of capital as it encourages organic growth. This capital pool allows you to stay in control and if the business changes, you can make adjustments accordingly.

Using your own revenue to grow the business allows you to remain in control, but it may take longer to reach your growth objectives. Opportunities could potentially be lost because there is not enough available capital to take on new projects. Additionally, if you spend all your time and money concentrating on growth, you may never get to see the full value of your work because all your profits are going back into the business.

Debt

All businesses have some sort of debt whether from a bank loan, credit card loan, or mortgage for a business property. You just need to decide how you plan to use debt to help your business grow. Using debt allows you to grow your business without giving away any of your ownership in the business. Taking on debt for new equipment, for example, will increase your company productivity and allow you to pay down the loan quicker.