Thoughts on how to structure a deal that has a lot of seller addbacks?

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by a searcher from INSEAD in San Francisco, CA, USA

The seller says SDE is ~$250k, but almost $100k of that are addbacks that are questionable. My thought is to either (a) write an LOI based on $150k SDE, and then add in a forgivable seller note for some portion of the other expenses if they end up being truly business expenses or (b) completely discount and write only for the $150k SDE.

Two broader issues that this brings up are:

  1. $150k SDE is pretty low, which is almost not worth doing unless the ROI is spectacular. The business is absentee run, however, which is could make sense if I don't end up having to invest a lot of time (famous last words, lol).
  2. A ton of addbacks could be indicative of bigger, structural issues with how the business is managed.
    What would you guys do? Run for the hills?
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