Their Price, My Terms

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June 27, 2023

by a searcher from Wheaton College Illinois in South Carolina, USA

I am working with a seller, and great company, who has a real financial incentive outside of the transaction to receive an inflated "vanity" multiple. Business should likely trade 3-3.5x, they need to sell at 5x. They need some cash upfront but are willing to accept my terms. What are the most aggressive terms and structures that could turn this a fair deal?

For context, I can have conventional PG'd financing on ~25% of the 5x purchase price to get the seller the cash they need.

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Reply by a searcher
from The University of Texas at Austin in Dallas, TX, USA
So it's $25 million TEV. 5x multiple implies $5 million cash flow. Should sell at $15-$17.5 million

The most aggressive way to achieve that purchase price is to play games with the earn-out. Make the earn-out unachievable such that you never have to pony up for the $'s, but headline value if still $25 million.

Another gimmick could be to place 0% rate, 20-year non-amortizing debt on the company, but that's less appealing if you ever have to sell or merge.
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Reply by a searcher
from University of Pennsylvania in Atlanta, GA, USA
Curious what the seller incentive is to get an 'inflated' multiple if they do not expect to actually receive 5x.
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