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5 contributions to Buy, Build, Sell ™ Businesses
Scotland
Hi all. Any one located in Scotland would like to connect? Best.
0 likes • Apr '25
I'm in Inverness.
Is finance for an LBO taken on and paid back by target company or your SPV??
When you apply for finance for an LBO, you are using the target company's assets and cashflow as collateral, so I'd presume any debt taken on for the acquisition becomes a liability of the target company. However, don't you apply for this finance via your SPV (rather than in your personal name) in the first place when you're doing the acquisition? So that brings up a question I had - is the debt owned by the target company or your SPV, and which entity is responsible for it? I haven't quite got my head around this yet, despite speaking with a few commercial finance lenders and brokers in the UK about financing for LBOs. Perhaps this is something I should've clarified with them. Or is the reason you apply for the finance via your SPV more to do with the fact that your SPV is buying the target company, not you personally, rather than the SPV taking on the debt? That brings me to another question - in an LBO, you use (some of) the free cashflow from the target business to pay back any debt, deferred consideration etc taken on for the acquisition. When you pay back the loan repayments on things like asset based lending, deferred consideration etc, how does this work in your accounts? Are these classed as business expenses and is it just a monthly payment taken out of the business bank account? I was under the impression that loan payments in the UK can't be classed as business tax-deductible expenses, only the interest payments can, so wondered how you account for LBO debt repayments, deferred consideration payments to the seller, in your accounts, where they would be listed etc? I still can't quite get my head around the notion of using the cash flow of a business to fund its own acquisition, even though it's a genius concept (well, I understand the concept...it's how it works in practice that I'm still working out....). I just wondered how it works in accounting when you're buying a business with its own cashflow. basically....it's a slight conundrum to get one's head around until you've done it I suppose.
1 like • Apr '25
A lot of detailed info there, that's really helpful. It's more complicated than I thought, but I guess I'll get to grips with the concepts as time goes on. The more I get into M&A, the more I see the advantages of JV'ing with you and your team for that reason. Still, it's also useful to know this stuff for my continuing education in M&A.
How do commercial mortgages work in a leveraged buyout?
I've been looking at ways to leverage the property (real estate) in a leveraged buyout if a business owns its own premises. Obviously a sale & leaseback on the premises is one way to raise a good chunk of money to give the seller on completion, with you as the new owner taking on a lease when you become new owner of the business. You may be able to get up to 100% of the value of the premises (if the sale & leaseback provider doesn't make you a below market value offer). In my experience, it's relatively easy to get sale & leaseback offers for business acquisitions (provided the numbers stack up) as you are not borrowing money, you are simply selling the sale & leaseback provider an asset, so the application process is easier. The caveat being I still haven't closed my first deal yet, but I have had a few sale & leaseback offers on deals that I didn't end up closing. But what about getting a commercial mortgage instead? I heard this would result in lower monthly payments than a lease, so would place less strain on the cashflow of the business you acquire. I looked into commercial mortgages in the UK and I see that the most you can raise is 75% loan to property value. Does this mean that you as buyer will have to put in the remaining 25%, and does it mean the seller only gets 75% of the value of the property on completion, or can you apply for these without putting your own funds in? I want to do leveraged buyouts without using my own money, so not sure how the commercial mortgage option works. Actually, I did see some 100% LTV commercial mortgages that can be funded with additional security, but if using the property alone then it seems 75% LTV is the max you can get. So it would seem that with a commercial mortgage, you can't raise as much upfront to pay the seller as you would be able to with a sale & leaseback, but it'll give you lower monthly payments than a lease perhaps. What happens to the mortgage and the balance of it owed when you sell the business (say, after 5 years or so)?
0 likes • Apr '25
@Paul Seabridge Very detailed info, much appreciated. I did have a question (or 2) on your point 'It is the ''company' that raises the mortgage, not you, so no deposit is required you are effectively taking 70% of the value of the property out (leaving 30% equity)' >>> By "company", do you mean the company you buy or your SPV? And if I'm understanding you correctly, you would own 70% of the value of the property, but the remaining 30% would be owned by the lender? Also, I wondered what you use as security/bond in a sale & leaseback in a no money down (or rather, 'no money out of your own pocket') leveraged buyout. From my limited experience dealing with sale & leaseback providers, it seems they want a certain number of months' rent as security (maybe 3 to 6 months) perhaps a debenture over the company, and maybe the first month's rent upfront, so I'm thinking the only way to do this without using your own money is to use the money in the company's bank account...is this what you do, or negotiate something else? I suppose the security can be negotiated with the sale & leaseback provider. Lastly, what happens to sale & leaseback lease if you sell the business or the business fails? Commercial leases tend to be quite long, I've never seen one less than 10 years. Presumably this will be written into your lease agreement/contract. I'd guess the lease would simply pass on to the new owner, and you'd negotiate to have no personal liability on the lease payments if the business failed.
When buying a company how do you make sure there is enough working capital?
Hi Everyone, I´d like to share with you a document where I talk about how do you make sure there is enough working capital when buying a company. If you want to talk about joint ventures and work with experts on negotiating ‘working capital’ into deals reach out to us - we are always open to talking to like-minded deal makers about collaboration opportunities.
2 likes • Mar '25
This is a very important point, and something I've got stuck with when looking at deals. I believe it comes down to working out the minimum working capital requirement to ensure operations continue smoothly once you take over as new owner, but I am still learning how to calculate this. How many weeks or months' working capital do you suggest is left in the business when your take over to ensure a smooth transition? Obviously the business is going to be bringing in income from day 1 also, which can be used to cover the business's costs, but I'd have thought it will need a safety net of working capital left in the bank too to reduce your risk. So when working out how much cash you need left in the business, do you factor in how much income it'll bring in over the next few weeks/months etc and subtract this from the total working capital needed for the next few weeks/months or just negotiate that the seller leaves the full amount of working capital required for those months in the bank? So I guess you'd look at the net cash flow generated by the business per week or month then use that as a guide? Or net monthly cash flow (by looking at the difference between income received, i.e. cash receipts and what has to be paid out by the business in expenses)? You'd have to factor in any additional debt/finance payments taken on by the business too for its acquisition. So you'd look at the last couple of months' management accounts or the last year's filed accounts so you can work out how much the business needs to cover all costs of sales/good and operating expenses per month, as a guide moving forward? Costs/expenses will likely rise in the year ahead, of course, due to inflation and thus mean there will be rising staff wages, costs of goods etc, so surely this would need to be factored in also, rather than just looking at what costs were in the past. You could do this yourself, or get your accountant or the business's accountant to work this out I guess. And the amount of cash left in the business is added to the purchase price? And whatever cash is taken out by the owner is subtracted from the purchase price?
Intro post, looking for a future in M&A etc
Hi all, I recently joined this forum and just thought I'd write a post to introduce myself. I am based in Inverness, UK and I started learning about business acquisitions and leveraged buyouts about 18 months ago. My background is in various things including language tuition/running my own language school, language interpreting, music and music tuition, as well as working as an import/export agent. At 44, I am looking for a new chapter in my life and keen to get my first deal this year to properly kickstart my M&A journey. I have looked at quite a lot of deals over the past 18 months or so, some via business brokers, others not via brokers, but so far I have not closed my first deal as it's been a steep learning curve and various factors have prevented me getting my first deal over the line. I've looked at sectors related to my background, but could not find the right business to acquire, so I have since been looking into other sectors that have more asset rich businesses (manufacturing, car repair/MOT centres/car dealerships, etc). Obviously it's harder to get into sectors you don't have experience in, but not impossible. I found this forum after I bought Paul Seabridge's book on LBOs on Amazon and watched his Youtube videos (which are all great info btw). I am keen to learn from people here, ask questions, network and maybe even joint venture at some point in the future. I am looking to do deals without using any of my own money, so 100% leverage. I am currently working with a UK based finance broker who has over 25 years in commercial finance who said that it's much harder to get 100% leveraged deals these days without putting any of your own 'skin in the game', since lenders have tightened up on this, though he said it's not impossible. However, there are other creative ways to finance deals too, which I know about and am trying to utilise. I'll no doubt ask more questions as I go, but just wanted to introduce myself here first.
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Neil Kendall
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@neil-kendall-9296
After studying M&A for a while, I am looking to close my first deal via a leveraged buyout.

Active 9h ago
Joined Feb 4, 2025
UK
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