LOI & DD considerations for an acquisition of a minority ownership interest
December 21, 2022
by a searcher from University of California, San Diego in Honolulu, HI, USA
Hi. In the process of trying to acquire a minority ownership in a business
Hoping to tap into the collective wisdom of this community as I still have a couple of questions after reading the posts on acquisitions of a minority ownership (upwards to 49%)
1/ Are there special considerations that need to made for the LOI and due diligence that are unique to such a deal?
Here are the deal specifics:
• Business details: family business operating since 1960's. B2C retail + an online presence with $2mm in turnover pa / $400k net income
• How it came about: business is a customer of my relative who works in the same industry
• My relationship with the business: strong rapport after having worked with the family for half of the year
• Why it makes sense for them: I would be the final puzzle piece to the current owner’s succession plan. I offer complimentary skill set to the next generation.
• Why it makes sense for me: knowledge concentration in the family and continuity. Also, my skill set is better suited to take the business to the level vs. running the daily ops
Due to my trust and rapport I have developed with the family, I am focused on structuring the deal in a way to mitigate the risk, and comfortable limiting the scope and depth of any due diligence to findings that would kill, materially change or help me close the deal.
2/ If I were to filter the due diligence checklist due to the approach I want to take, how the deal transpired and the straight forward nature of the industry, which of the of the financial and legal due diligence checklist should be considered “must-do”?
For me, that would be to try to understand if the SDE I used to establish the offer price used in the LOI was correct.
While I am leaning to take this approach for DD, I intend to take the suggested approach of many on this platform to ensure that proper care and consideration is taken to draft the partnership agreement
Big fan of the content shared via this platform. Would appreciate your insight as I navigate this path. Definitely my first rodeo!
from University of Pennsylvania in Philadelphia, PA, USA
Given this risk, and assuming the family will be hands-off once you take over, you should own more of the results you deliver. Perhaps they don't want to sell 100%, but you should have a pathway to majority ownership and control e.g. acquiring 49% today and receiving an option to acquire (some or all of) the remaining 51% within X years at a Y multiple of seller's discretionary earnings.
With this structure - in the best case scenario, you can fully (or at least majority) own a great business. In the worst case scenario, you have mitigated your acquisition and transition risk through a multi-tranche acquisition.
from University of California, San Diego in Honolulu, HI, USA
FYI, the next generation of the family intend to be quite hands even after we close the deal. That said, there are scenario's in which I may be carrying a larger load down the road.
To that end, will negotiate a pathway for majority ownership. Saw similar posts but didn't register the way your feedback did. Thank you for bringing this to light!