During the recession, merger and acquisition activity in the lower-middle market (private companies with up to $100 million in annual sales) was anything but active. Now sharp discounts of private company valuations are again piquing buyer interest.
With the tightness of the traditional bank credit markets (historically a major provider of credit in these situations), which we have written about in this space, buyers are increasingly turning to sellers to fill the funding gap.
We turned to Greg Caruso (a strategic partner of Alliance Advisory Group), President of Harvest Associates, LLC, a noted local expert in the M&A community to provide his insights regarding this situation. Here are his thoughts:
“Seller take-back is an essential component of getting a transaction done today because of the lack of bank financing. In evaluating an offer where substantial seller financing is involved we recommend the following be considered:
1. What will the price be without the financing? Often the price without the seller financing will be very close to the amount being put down by the buyer with financing. Buyers only have the cash they have. The internal rate of return on 3rd party equity is cost prohibitive. If you must sell in this environment what is your real risk from taking a note when the alternative is a guaranteed $0 ?
2. On a more positive note the buyer must be carefully underwritten and transaction structures sometimes must be modified to reduce the risk of taking a buyer note. We recommend that the seller consider – **The buyer’s experience with business in general. Ownership experience is highly preferred. Owning a business is just different than even being the 2nd in command and not an owner. I equate it to the difference between riding a bike and being in the bike seat. Seems the same to the person in the bike seat but it is not. Of course, the buyer’s experience in the exact industry is also helpful. **Additional resources from other sources of cash such as investments, other businesses etc. Remember to consider the likelihood that those sources of cash could become a cash drain and what that would mean. **Collateral such as outside real estate, security in the business assets etc.
3. The seller may have to stay involved with the business for 1-5 years to make sure the buyer can manage the business and pay the note. If the buyer can’t pay the note at least the seller will have a shot at taking the business back over.
None of this is as simple as a bank taking the financing risk. What it means is sellers need to be prepared to share in the risk to gain the upside and sell earlier so they have the energy to stay involved if they want full value. Unfortunately it may be the only way to get full value for your business for quite a while.”
If you are a buyer or seller in this, or any, market it is important that you have a strong advisory team supporting you in the area’s of strategic advisory, legal, accounting, risk management/assessment, etc. The dollars you spend on the front end will save you a tremendous amount of money and heartache in the long run.


