Creative Deal Structuring


Acquisition talks are proceeding smoothly. Then the subject of price comes up. The buyer thinks the seller’s asking price is based on overly optimistic financial projections. The seller believes the buyer’s valuation of his company is far too low. Is the deal dead? Not necessarily. An earnout agreement can help resolve the dispute when a buyer and seller disagree about the seller’s business prospects. They are especially useful when dealing with the unknown — when the target is young and unproven, or it is emerging from a difficult financial situation. In short, earnouts offer a way for the parties to bridge expectation gaps.

business dealUnderstand the benefits

In an earnout, a buyer makes a partial, upfront payment to the seller. With the payment comes a promise to pay the rest of an agreed-on amount if the target meets certain pre-established goals. Meeting these goals generally results in a higher price for the seller, while falling short of the goals may result in a lower price. A well-designed earnout carries advantages for both parties. For instance, the buyer can initiate a transaction with a relatively modest amount of cash. It also can avoid the risk of paying too much for a company unable to deliver on overly optimistic financial projections. Finally, an earnout can help make the transaction more valuable by significantly motivating the seller to achieve its promised results. The seller, meanwhile, can use an earnout to help negotiate a better asking price. An earnout can be particularly helpful when the seller believes that the company’s future results are likely to be much better than its current ones.

Structure the agreement solidly

Whether an earnout succeeds can depend on how well it’s structured. An ill-considered and vague agreement can turn a dispute over valuation into a dispute about the agreement itself. A common problem is drafting an earnout that covers an inadequate period. When this happens, the seller may try to quickly boost its earnings, even at the expense of the company’s long-term financial health. By expanding the earnout period, the buyer can collect more data to evaluate the target’s financial performance. Many experts say an earnout should reflect at least a year’s worth of results and perhaps as much as three years’ worth. Keep in mind, however, that the seller’s business becomes increasingly influenced by the buyer’s management — setting the stage for finger-pointing if the seller fails to meet the earnout’s terms. The earnout also should include the right measures of financial success. Gross sales figures provide one popular measure because they’re more difficult to manipulate than net sales. Net earnings, though a good long-term measure, are subject to many variables and can be misleading over a short period.

Achieve consensus quickly

Even the best-structured earnout needs occasional monitoring. A good way to keep the agreement on track and minimize the potential for later disputes is to include a provision for periodic audits. Audits help reassure the buyer that the target is using appropriate accounting methods and operating its business professionally. A poorly conceived earnout will fail to achieve a consensus between buyer and seller, who may interpret the same facts in vastly different ways. Thus, earnouts often include a dispute-resolution mechanism, such as arbitration, which can be a less expensive alternative to litigation.

6 Strategies to Surviving a Tight Credit Environment

Tight CreditTightened credit conditions are almost inevitable when the economy slows down. The cost of credit rises and lenders naturally become more risk-averse. There’s no way to get around the reality of tighter credit markets, but certain strategies can help your business survive – and even grow – during the downturn.

Consider these six strategies:

Keep lenders in the loop. Communicate proactively and frequently with your lenders, instead of waiting until you have an urgent need or problem. Keep them abreast of your company’s strategic plans and share your successes. But also let them know as soon as possible about potential issues. Your lenders are likely facing increased scrutiny themselves, and will feel more comfortable knowing you’re keeping them in the loop about how your company is doing.

View the full business article here.

Six Sources For Financing A Business Acquisition

Six Financing Sources for Buying a Business 

Congratulations. You’ve decided to buy a company. The only thing that stands between you and the purchase is lack of capital. Fortunately, many sources of capital exist that can help you accomplish an acquisition-some simple and straightforward, others more esoteric.

Six Financial SourcesThe Big 6

Wading through financing choices-let alone picking one-can be taxing. Here are the basics about six options you can discuss with an acquisition professional.

1. Buyer’s liquid cash.

On the simple and straightforward side of the ledger sits your bank account. When considering the use of your cash, note how much risk you’re willing to assume, because risk grows in proportion to cash expended. That said, why should you put up any money at all? Well, when approaching third parties for money, keep in mind that they want to share the risk-or, as it’s sometimes known, they want the purchaser to have “skin in the game.” Investors rightly believe that it’s in everyone’s interest for all investors to be somewhat “at risk.”

2. Buyer’s company stock.

If you’re a publicly-held company, or a privately-held company with plans to go public soon, you may want to consider the use of your company’s stock (either preferred or common). But keep in mind that the seller’s motivation is usually in creating a “liquidity event.” As a result, cash will be king, so using stock means the stock will be discounted against the cash price, increasing the number of shares you’ll need to use and, ultimately, raising the purchase price.

3. Acquisition target’s assets.

Interestingly, many potential acquirers look at the target’s assets. Frequently, banks and other secured lenders make loans against such assets, including accounts receivable, inventory (raw material and finished goods only), furniture, fixtures, machinery and equipment. The dollar amount banks will lend against these asset categories varies-usually starting at 80% to 85% of the most liquid assets (receivables less than 90 days old).

Next come raw materials and finished goods. When banks or other lending institutions consider inventory, they normally will advance no more than 50% to 55% of value – and then only when the inventory in question is deemed liquid. Last, most banks will lend approximately 80% of “liquidation value” (the price a buyer would pay for an asset at auction) against the borrower’s fixed assets.

4. Cash flow loan. 

Some lenders will make a cash flow (also known as an over-advance) loan, when the borrower, target or the combined business’s cash flow supports a loan of this type. Usually, these additional advances are made only on a short-term basis. And, if the transaction involves only privately-held companies, it’s typical for banks to secure personal guarantees from the borrowing entity’s principal stockholders.

5. Real estate. 

Another potential cash source is the company’s real estate, if you intend to acquire it along with the business.You can mortgage or refinance buildings and land if they’re already subject to a mortgage, or sell and lease them back.

6. Mezzanine/subordinated lenders. 

These lenders comprise many private equity groups. The groups’ risk level falls between banks and other secured lending institutions discussed previously, and pure equity investors. Mezzanine/subordinated lenders’ compensation is between that of equity providers and secured debt holders.

Mezzanine lenders normally get a cumulative cash yield on their investment of 9% to 15% over the investment’s life. In addition, they also get a “kicker” that typically appears in the form of warrants, which will increase these investors’ yield to 18% to 25%. The number of offered warrants governs the expected yield on these nominally priced warrants.

Narrowing It Down

There’s no such thing as a free lunch or financing option. Every cash source costs money, usually in the form of interest owed to the lender. So, when considering whether to buy a business and how to pay for it, remember that part of the ongoing cost of operating the acquired company will be paying for other people’s money you used to purchase it.

If you need help breaking down funding options-or want to discuss other facets of acquisitions, please call VR at 1.800.377.8722 .

VR can also help with setting up Financing if you are interested in owning a VR Business Brokers Franchise.

You can view the  VR Presentation Videos & PDFs  for more information on owning and running your own VR Business Sales office.

Seller Financing Contributes to Successful Business Sales

Article by Peter King, CEO of VR Business Sales

As is taught in training at VR Corporate for all franchisees, seller financing can help to sell businesses. Most sellers are entrepreneurial like your past and present clients, selling one business to invest in another.
You can bring both buyers and seller together to close a deal through seller financing. This can help you in a variety of circumstances where obtaining capital from lenders can be difficult in this economy.
Benefits of Seller Financing
The major advantages to using seller financing include:
  • Buyer and Seller savings in closing costs;
  • Ability to negotiate the interest rate, repayment schedule and other loan conditions;
  • Requesting special conditions of the purchase like inventory, furniture, fixtures and expenditures;
  • Seller receiving a higher yield on investment through equity with interest.

Read full article here…

You can benefit from the extensive training VR offers to all our franchise owners.
See our VR Franchise Webinar Videos here for more information about the tools and training included in the VR Business Brokers Franchise.

You can call VR Headquarters for a personal interview to find out more at 1.800.377.8722



Do Your Homework Before Applying for SBA Loans

Preparing Yourself  To Apply For An SBA Business Loan

In today’s economic environment, there’s a smart way to obtain a small-business loan according to a recent article in the Los Angeles Times.

Preparation is one thing that is essential in obtaining loan approval. You need to be able to explain and justify every area of the business you are buying. You can’t simply present projections for the next five years and talk about construction and renovation. In many cases, you will need additional data and may have to revise your application.

SBA lenders will actively look for small businesses that are aggressive in obtain a strong profit margin while keeping overhead low. They will also look at character, where you will not only be able but willing to write a check to cover a loan if it goes bad.

SBA Financing To Purchase A Business

SBA financing offers buyers attractive loan terms and interest rates while eliminating, or reducing, the need for the seller to carry a note. This means a lower down payment and lower debt service for the buyer, which translates into more net income for the buyer. Both of these factors make SBA financing attractive.

Financing the Purchase of a Business: The deal has to make dollars and sense

The most important factor a buyer must consider in the purchase of a business is cash flow. Financing substantially increases a buyer’s cash flow while lowering their up front investment. Thus, financing is a critical factor in a successful transaction.
Read more about Financing The Business Acquisition here…



VR Has a Tremendous Opportunity, with over 100 locations worldwide and over 70,000 transactions closed.

VR is a leading international intermediary franchise. We specialize in the sale of small and medium privately-held businesses.

The VR Business Sales division, which opened in 1979, handles the sale of small businesses up to $2 million in value.

The VR Mergers and Acquisitions division serves a diverse client base, including individuals, corporations and institutions seeking assistance in the acquisition, divestiture or valuation of mid-market companies up to $200 million in size. Financing available.

Call today to learn more about owning a VR franchise at 1-800-377-8722!

Business Franchise Opportunities | Using SBA Loans to Finance Your Business

Using SBA Loans to Finance a Business or a Franchise

Finding the Right Path to Capital

Right Path to CapitalThe biggest obstacle people have when trying to buy a business stems from lack of down payment and little start-up capital. However, any VR Business Sales intermediary will explain that SBA-guaranteed loans are a great option that will become easier to obtain given the latest SBA bill that was signed into law. They are very attractive to small business buyers due to long-term financing and a low down payment.

Click Here to Read the Full Article

Looking for Assistance In Purchasing A Business?

If you would like more information and assistance with the options available to finance the purchase of a business, one of the highly trained VR Business Intermediaries can offer some valuable guidance.
Click here for more information of how VR can help with Planning Your Financial Needs.

Assistance in Financing the purchase of a VR Business Sales Franchise

If you are interested in exploring the options of owning a VR Business Franchise and how you may be able to finance it, please contact us online or Call  Director of Franchise Development, Toll-Free: 800-377-8722  or 954-565-1555