Seeking Advice: untenable deal structure, what to do next?

searcher profile

April 27, 2024

by a searcher from Harvard University - Harvard Business School in Chapel Hill, NC, USA

Hello searchfunder community,

I am under LOI for a sub $3M EBITDA specialty engineering business.

The company is growing quickly and has a longstanding reputation as an industry leader within defense contractor circles but given their customer concentration, and financial performance during COVID, the SBA debt I was intending to use is looking increasingly unlikely at the current valuation.

So as the title suggests, I think the deal structure is untenable.

With that, I think the next questions to answer are:
1. Are there alternative structures that the market would support transacting on, and;
2. Are there best practices to broaching such valuation and deal structure conversations with a seller?

My ask is: If anyone has experience in these situations and would be willing to lend some advice in the coming week, I'd appreciate the opportunity to talk through the situation with you.

Thanks all.

Cheers,
Chris

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commentor profile
Reply by a searcher
from Northwestern University in Chicago, IL, USA
We dealt with a similar situation about four months ago. What other people said is useful, and one other item is to make sure any new deal you propose basically has a sign-off from the people you need support from (debt, equity, etc). Many deals survive one renegotiation but not a second. You can't be in a situation where you need renegotiate again closer to close because you don't have equity unless it decrease by 20%.
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Reply by a lender
from Eastern Illinois University in 900 E Diehl Rd, Naperville, IL 60563, USA
I would be happy to jump on a call to learn more about the structure proposed and see if we can provide any assistance. You can reach me here or directly at redacted Good luck.
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