Strategies To Cover Acquisition Costs

August 08, 2024

by a searcher in Atlanta, GA, USA

Does anyone have proven strategies when it comes to covering acquisition costs, such as retainers, quality of earnings, legal, site visits etc?

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Reply by a professional
from University of Calgary in Vancouver, BC, Canada

I am a little late to the party here. This is technically not about covering costs, but many of our clients would hold off doing fulsome legal due diligence until they have sent out a draft purchase agreement and have received comments from the other side. I have seen it done the other way too (i.e. DD first then agreement drafting). This approach mostly helps you mitigate costs for broken deals since you can control the workload (and fees) of the advisors. For successful / closed deals, we let most of our clients pay at or post-closing.

Thanks for the tag ^redacted‌.

Reply by a searcher
in Limerick, Ireland

5 simple words. One way break up fee! Get 3 years financials including tax returns. Do in house DD with your time (cfo & in house accountant). Put together (law firm will give you template, in house legal director will amend and get law firm to ok) LOI with a one way break up fee triggered if the seller rejects or walks away or sells to another company within the exclusivity period. Put a price range in there and tie it to a multiple of EBITDA, subject to change post due diligence. If due diligence shows you can meet the parameters in the LOI, make an offer. If seller is serious and acting in good faith you can meet the agreed price parameter in the LOI. If seller rejects or walks, break fee is triggered and you get the costs you incur covered. Caveat here is to have a list of in house dd area to cover, where you and your team perform before you engage outside counsel. If you have a team that are experienced you can do the above on deals up to 5M. Lastly, with outside counsel, get Private Equity terms of representation IE 100% discount on failed deals for a premium on successful deals. Your leverage here is you are an acquisitive company so the firm sees consistent fees from your deals. Usually they will do at least 3 cratered deals but oftentimes that can be up to 5. In truth, you should be able to weed out a tyre kicker in bad faith before you ever engage outside counsel. Anyone who says the above cant be done is lying or inexperienced. Iv done it and I continue to do it. Lastly, get the outside counsel to roll the fees if you cant get 100% discount on failed deals. Your team and their experience will help you sell the outside counsel terms because you and your team can mitigate the chance the deal fails with screening and internal dd before engaging outside counsel.

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