How much would you offer?

searcher profile

October 20, 2025

by a searcher in United States

***Additional info*** Situation Overview: The company has 3 equal owners: Owner A: Retired, not contributing operationally. Owners B & C: Actively involved in daily operations. Owner A’s spouse serves as office manager. The 2 active owners wish to remain on payroll. Team Composition Beyond Owners: 1 Office Manager (retired owner’s spouse) 1 Engineering Leader 4 Software Developers 1 Creative Leader 1 UX Designer 2 Customer Success Specialists 1 Sales Rep Key Considerations: Cash flow constraints: Paying owner salaries plus debt service may be unsustainable. Potential friction: Owners may have differing views of how to run/grow business and might cause friction if remain involved Potential Acquisition Structures in Mind: 1) Full Buyout + Short-Term Payroll... Buy all owners. Keep active owners and office manager on transition contracts. Reduce salaries after purchase. 2) Earnout / Deferred Compensation... Mix of upfront payment and seller note or earnout. Defer some owner compensation until business performs. 3) Buy Retired Owner Only... Purchase only the non-contributing owner’s equity. Maintain current salaries for active owners. I could get taste of business ownership while keeping my day job. How would you proceed? --- Additional context: - Niche web development - 25 years old - 11 employees + owners - Legacy, outdated technology in dying space but could pivot to modern tech
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Reply by a lender
from Eastern Illinois University in 900 E Diehl Rd, Naperville, IL 60563, USA
We offer a free review for transactions and would be happy to look at the additional details. The biggest issue you are going to have is 2024 cash flow being the only year higher. Assuming 2025 cash flow is on par with 2024, then you might be able to get a higher loan amount done###-###-#### could limit your loan amount in the interim. What also would impact it is how much of a salary you would need to draw and if the business has any on-going CAPEX needs. Again, we would be happy to look at the rest of the information and try to provide more detailed feedback. You can reach me here or directly at redacted
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Reply by a searcher
from University of Pennsylvania in Los Angeles, CA, USA
It really hinges on whether the 2024 performance is sustainable or a one-off spike and whether that's part of the new "growth" aspect of the business. If it holds, fair value might be around $1.6M–$1.8M. That said, given the legacy tech, aging niche, and key-person risk, I’d build in contingencies or some performance-based structure in case earnings normalize back toward the ~$470K average.
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