The M&A Funding Process - ValleyBiggs

"Hello and welcome. ValleyBiggs is a boutique M&A firm focused on the representation of Middle Market Owners and Investors looking to exit their technology companies. Our intermediaries focus on target acquisitions with a purchase price of $1 Million and up. Our concentration is specific to the digital space, including Technology Companies, Internet Companies, Websites, Amazon companies, Ad Networks, Digital Marketing Firms, Software & App companies and much more.

In order to facilitate the sale of any company, especially in the Middle Market, a funding mechanism must first be put into place. There are various ways that companies are purchased at this level.

1. The all-cash deal. This sometimes happens on smaller transactions, but for the most part, this is rare opportunity. And all cash deals are rarely a good idea for a seller because they are likely foregoing a lot of cash by just accepting a smaller deal albeit in cash.

2. The Seller Promissory Note. Virtually all deals, from the very small to the very large, have some element of a seller promissory note where guaranteed, non-contingent payments are made over time as part of the purchase price. At times, these are large percentages of a deal, and at others, it’s mixed in as part of the overall structure of the deal.

3. Institutional Financing. The preferred way of funding the purchase of a company is by using other people’s money. Depending on the deal size, institutional financing through lenders / banks is a common practice used by investors, private equity groups and more. Depending on the size of the deal, these loans can be conventional or SBA Guaranteed. There are many other institutional lending possibilities depending on the buyers and the business.

4. Investor Financing. Many of the acquisitions that run through our company are purchased by a group of investors. There are deal finders that search for deals of interest to the groups they represent. They vet the deal, and if it seems like one that would be good for the group, they introduce the deal and the process begins. With multiple investors, the deals can be structured many different ways, and each and every one of them tend to be different.
While SBA loans are really only available for smaller deals with a purchase price of $10 Million or below, it’s still wise to discuss them here because many deals will maximize the SBA cap ($5 Million) and then provide additional considerations, like Cash, Seller Notes, and Earn Outs for the full purchase price amount. Many brokers and M&A intermediaries are unaware of how to properly utilize the SBA to get their deals through, but it should not be ignored, and at ValleyBiggs, we utilize every square inch of it. What we have discovered is that when you work with groups that are aggressively lending and specialize in nothing but SBA loans, the process is streamlined and smooth. The reason this is the preferred method is that typically a Buyer is putting down 10% ..