I want to acquire a company 5x our size
I head a company with c 20 MUSD in revenue, looking to acquire a customer of ours 5x our size. I have “a private equity solution”, or rather a family office solution, to provide us the muscle to take on the investment. I used to be a banker, but worked in vanilla M&A and my experience falls short of what I am trying to achieve.
Target operates in a capital-intensive industry with significant equipment leasing on the balance sheet. We have identified several unprofitable divisions that we intend to cut to improve margins and have plans to retain assets longer than the current owners. Our team has deep sector expertise and our company has a complementary offering that allows us to increase margins from low-single digits to teens. There is a large legacy management team, incl. distant family of the Seller and a large admin organization. I want to get rid of 2/3 of the mgmt. (incl. the family, quietly supported by the Seller) within the first phase of our plan, and intend to freeze the admin hiring, and decrease the support staff through normal churn. In total, our initiatives would support a 3.5x-5x increase in EBIT, where c 3x of this comes from our know-how and current service offering allowing Target to increase its utilization and lifetime of assets.
We have a mid-market bank advising us (mainly sell-side M&A shop), but they are not creative and think that we need to settle between 5% and 15% ownership in NewCo, given that we have very limited capital to put into BidCo. This is a fair assessment, but not at all what I am paying them to come up with.
In my envisioned structure, we hold the majority control within 5-7 years without injecting capital, but rather paying as we go. I am looking for structuring options that would allow us to maximize ownership and leverage the operational value we bring to the table. The Seller is friendly and wants us to do this deal. The family office is educated but not sophisticated, and, ideally, I want to keep it as simple as possible, without compromising my end goal.
For the sake of the discussion, let’s keep EV at 50 MUSD. c 25 MUSD is leasing debt, a large majority of assets are financed through these arrangements. Ideally, I’d love to hire a more sophisticated financial advisor, but it will likely be too expensive and not attractive enough to take on our deal, hence why I am coming here:
- Given the low deal size, I wonder if it is practically feasible and interesting enough for a credit provider to add a layer of mezz debt to it, which could amount to c. 10 MUSD.
- What kind of deal structure would help us maximize ownership; Is it possible to structure an arrangement with equity ratchet mechanisms where our ownership increases through milestones, such as increased EBIT of x million? If not, could we use convertible debt or preferred equity, in combination with common equity?
- I reckon we are able to negotiate some Seller note, but would it be acceptable that our “equity” is 100% a Seller note from a commercial standpoint?
- The current discussion does not involve a merger of the companies, but that would strengthen our position significantly. However, by merging, we are likely letting go of 50-60% run-rate revenue, as these are competitors of Target. Our business is significantly more profitable than Target.
Thanks a lot!
Based on the most helpful WSO content, here are some insights and structuring options for your acquisition:
Mezzanine Debt Feasibility:
Maximizing Ownership with Equity Ratchet Mechanisms:
Merger Considerations:
Operational Improvements and Management Changes:
Family Office Involvement:
Additional Considerations:
By leveraging these structuring options, you can maximize your ownership and effectively utilize the operational value you bring to the table.
Sources: Venture Capital Associate Fielding Questions, Keeping Management Motivated Post-Exit, How Private Equity Owned Companies Fund Add-Ons, Keeping Management Motivated Post-Exit, How are you structuring equity split on personal deals?
As Milken demonstrated, there is always a market for financing. The question is only if you are willing to pay the cost. You can get financing for that type of deal. You just need to have flexibility. You need to be willing to give up to get. You have to be giving the lender the required risk-adjusted return, but this can be done in many ways so you just need to find one that works for whatever lender.
In terms of what the deal structure could look like, no clue. I can think of many ways to get to the desired end result. But, to give you useful advice, I'd need way more information.
In regard to the seller's note, it depends on how precisely you are doing it. To begin with, you will need to put in some amount of equity. It doesn't necessarily need to be a large percent of the total equity check (ie - you can put in 5% of the total equity required), but if you can't do a material amount of the total equity check you need to at least put up a material amount of your personal wealth. In addition to this, the specific seller's note structure matters. The more you can paper it as actual equity and less like a loan, the better it will be viewed. Just one illustrative example of this is to make the "seller's note" preferred stock with a cumulative dividend, no voting rights, and giving the seller a put option on those preferred shares. That's effectively a loan without it being an actual loan. There are many ways to do this. You just need to find one that works for the parties involved.
Thanks a lot. I would prefer to keep my personal finances out of the equation.
I like the preferred stock + put options solution. This could also work against the family office. I'll look into that.
Just closed a deal where we structured it as "pay as you go" / gradual buy-in, using our dividends to buy more equity in equal increments over 24 months. However, seller was extremely distressed and we brought in clients that allowed them to see more on the bottom line in the 24 month period than they had seen the past 10 years combined. Sounds like you need to find a way to further incentive the seller to allow them to reap the benefits of the synergies the acquisition will bring.
Second the above with the pref equity structuring as well
Hi, do you mind sharing how your got to your current position, heading a $20 million revenue company? How crucial was your banking experience to get to this role?
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