First time searcher need help with capital stack (raising capital) for target acquisition

searcher profile

December 18, 2025

by a searcher from Georgia Institute of Technology in Toronto, ON, Canada

Hey everyone, I'm a self-funded searcher in the later stages of evaluating a BC-based (Canada) B2B SaaS company in the EdTech space roughly $5-6M in revenue with ~$1.2M EBITDA and strong recurring revenue metrics. My background: Born and raised in Canada, American-educated (Master's from Georgia Tech with a Duke MBA, my wife is from Boston and I split my time in-between). Currently a CRO at a B2B SaaS company (~$12M ARR) leading a distributed sales & marketing across multiple offices. The target aligns well with my experience in revenue operations, customer retention, and go-to-market strategy. Where I need help: As most of you know, Canada doesn't have an SBA equivalent (maybe BDC), so I'm working through how to structure the debt side of this deal. My working capital stack assumes: ~50-55% senior term debt (BDC, Roynat, Big 5 bank?) [open to suggestions] ~20-30% mezzanine/subordinated debt ~10-15% seller note ~5-10% buyer equity [also need help] For those who've closed Canadian deals in this size range how did you source and structure senior and mezzanine debt? Any lenders you'd recommend (or avoid)? Lessons learned on sequencing conversations with BDC vs. Roynat vs. traditional banks? Appreciate any insights. Happy to connect directly if easier.
2
8
97
Replies
8
commentor profile
Reply by an investor
from McGill University in Toronto, ON, Canada
Wilson happy to discuss. Feel free to reach out to me at redacted to set up a time
commentor profile
Reply by a searcher
from Carleton University in Calgary, AB, Canada
I generally agree with the comments above. A few thoughts: (1) BDC is generally very slow, and not a top choice. (2) Other senior lenders can probably get to 65% or maybe slightly higher. (3) It will be borderline impossible to find a mezz lender for a deal this size. Better to assume this will not be part of your capital stack. (4) Most banks will take the size of your equity cheque into consideration when they underwrite the deal. 10% is possible, but it's more likely you'll need to come up with at least 25%, unless you have an extremely low purchase price.
commentor profile
+6 more replies.
Join the discussion