Advice on finding funding for the purchase of a currently trading business

valentinap

New member
Hi all, throwaway for obvious reasons

I am after a bit of advice around raising capital to finance a business purchase. Finance is not something I know much about.

I am trying to be somewhat vague as I do not want to divulge any sensitive information but I am looking for advice.

TLDR - I want to borrow up to $3m to purchase a business with approx $5m in assets, while using the $5m of assets as security.

Business Background:

The business itself operates in an area of the construction industry and has seen a decrease in monthly revenue over the past 6 - 8 months and therefore the owners have decided they want to retire and now is the time to do so.

Revenue for this business earnt from staff labour charges and from equipment hire charges. Annual turnover is approximately $3.5m with a 20% net profit margin - this has usually been reinvested in the business to purchase more equipment to continue growth.

Future work is in the pipeline for the upcoming year, however the nature of the industry is that we get a maximum of 4 weeks notice prior to jobs starting as we come in relatively late in the construction schedule, so a cashflow forecast is relatively hard. We have long standing relationships with a variety of construction companies that have been cultivated over 25 years of service to them.

The business has between $4-5 million in assets (vehicles approx $200k and equipment valued at replacement cost) that are owned freehold by the business. A stocktake is being carried out over the coming weeks and accounts are being done to ready the business for sale.

The overall workplace culture is incredibly strong and positive, it has faded over the past 12 months as the directors have begun to be somewhat disinterested.

Currently 23 staff are employed by the business broken down between 5 managers (including 2 x directors), 1 part time admin, 1 x support staff member and the remaining 14 x staff members are field workers.

My Background:

I am close to 40 and I currently work in the management team, over the past 2-3 years I have assumed virtually all of the operational management roles from both directors, the only duties I am have not assumed is accounts payable and disciplinary (firing staff). I currently receive $115k + a vehicle.

I have worked in virtually all areas of the business over the past 15 years and am fully qualified in this field of work. I also have a tertiary qualification in commerce, however this was attained a very long time ago.

Existing Staff

The directors have typically split their responsibilities, one director is in charge of the financial side of the business and the other director has been responsible for the operations side of the business. To be entirely honest neither director does much these days in relation to the business as I do a lot of their work for them. Between the two directors they draw approximately $500k from the business annually through salary, vehicle allowances and “expenses”.

Of the two other managers, one has an operational role at a less senior level. They have been in the role for 2 years are picking it up very well. We have a good working and personal relationship and this staff member is also fully qualified in our field. This manager is on a reasonable salary and would be due a 10% increase (still less than $90k) as a result of the extra responsibility they have taken on.

The additional manager has an internal support role. They are a personal friend of one of the directors and on a salary of approx $110k + vehicle. This manager will not continue with the new business and will be replaced by their direct staff member who is capable of doing the job for approx $70k + vehicle.

The workforce itself overall is very good, there are a couple of bad apples which can be weeded out. Overall the workforce is highly qualified and experienced with a good output. Currently the recruitment market favours employers so replacement staff if any decide to leave are relatively easy to find - they just need to buy in to our culture which takes time.

The Deal

I am of the understanding that the business can be purchased for up to $3 million (60% replacement cost of assets) from the directors. I know the directors want to sell the business sooner rather than later - the majority shareholder of the two wants to move overseas to be closer to her children.

My idea would be to purchase the business and form a new company to continue trading, this would continuing with ongoing contracts etc which means the business will be instantly earning money. This would allow us to renegotiate all staff contracts and would make us exempt from any liabilities from the existing company.

The idea would be for the new company to start trading from 1 April as it is the start of the new financial year. This would allow at least 4 weeks for due diligence.

Finance

I currently have very little savings and have a mortgage of approx $500k on an apartment worth approx $700k. So approx $200k equity in my own home.

My family may be able to use their property worth approx $500k as security (mortgage free) and loan me around $200k cash with interest and principle to be paid off weekly/monthly from the time of the loan at an agreed amount.

I would like to refrain from my using my family assets/loans as much as possible.

Therefore, does anybody have any advice on how to try to raise up to $3m and securing it against the equipment? Who, where and how do I find lenders within such a sharp timeframe?

I have looked online and can find loans for up to $500k or so but nothing of this size. Is that even possible or is this just wishful thinking?
 
@dee365 That would be best case scenario, but I am of the understanding that the directors want the cash.

I know they are speaking to competitors, all of whom are lowballing which is how this opportunity has presented itself.
 
@valentinap I'm interested in hearing others opinions on borrowing against business assets, but the bank will want you to inject way more cash than what you have before they'll look at a loan, they'll definetly want your skin in the game asset wise too. And keep in mind you'll need a whole bunch of other cash for lawyers, accountants and closing costs and to cover a bit of cashflow, wages etc while you get up and running.
 
@wordnord It might be a simple way to look at it but it seems like it’s relatively sensible option to loan money out against the value of assets within the business, especially at a higher rate than the value.

I appreciate that it’s different than a house and specialised products are harder to liquidate without experts and therefore you wouldn’t get a $1 for $1 loan.

Yes I’m well aware of the additional expenses for costa associated with doing the deal and then for running costs and as a buffer.
 
@valentinap Say you get finance, you'll be paying really high interest rates - is it realistic, profitable or still an attractive option to be paying $3-400k per year to the bank every year?
 
@valentinap You’ll need at least 30% cash to put in to secure the rest against the business - no one will lend 100% against the business. Your only other hope would be to finance it against the equipment if that’s worth more than the purchase price but the rate will be yuck. Also if you’re thinking the rate you can borrow from the bank will be similar to a home loan think again - there’s an underlying rate + a margin based on what risk they deem you to be oh and for added measure they throw a massive loan fee on for their hard work in lending you money. Enjoy!
 
@tomjono6 Thanks for your reply, I’m assuming you mean 30% cash of whatever is borrowed (so $1m of the $3m) and not assets of that value as security ($900k for say $2.7m)?
 
@valentinap You would be lucky to get a bank to fund 50% of plant whatever value. They discount it straight away to fire sale value. Unless there is land and buildings up for security borrowing on cashflow and plant is difficult to say the least.

Scrape up as much cash for the deposit as possible. The lender wants to see skin in the game. Even consider taking on an equity partner until vendor is repaid.

Vendor finance would be the way to go. The interest rate may be high but build in an earn out of the net profit used as the basis for the purchase price over say 2 years in the event customers move on or there is no growth. If profit is down then the purchase price is reduced by the shortfall times the multiplier. In some ways this supports the turnover warranty.

Form a new company to purchase the business. You don’t want to buy any liabilities - actual or contingent - or take over any baggage if you simply purchase the shares. Eg overdrawn current accounts.

Make sure the vendor pays out all holiday pay. Don’t buy the receivables. Don’t buy obsolete stock.

The best advice ? Get good advice.
 
@valentinap You need a 20% deposit for a home loan and closer to 30% for business lending. Plus cash to support cash flow. As someone else mentioned would the vendors consider vendor finance?
 
@valentinap I’d be looking at seeing what you can borrow and pay out the balance over 3 years, or something along this line. Eg, pay 1.5 mil now and 500k per year x3

Directors get to cash out now, plus still have ongoing income for a bit. Between the net profit and no directors salaries I’d assume the business cashflow could manage this. Also gives them an incentive to continue to help you if you need some assistance.
 
@valentinap
I am of the understanding that the business can be purchased for up to $3 million (60% replacement cost of assets) from the directors.

Why are they selling the business below asset value?

Are there business loans / obligations (such as long rental arrangements) that are future problems?

Otherwise you could buy assets, liquidate and walk away with profit.

Also consider turnover reduction. It seems like your annual costs are 2.8m (likely increasing to 3.1m as you add your financing costs in).

... has seen a decrease in monthly revenue over the past 6 - 8 months and therefore the owners have decided they want to retire and now is the time to do so.

If last years turnover was 3.5m, and you have seen a turnover reduction recently, how close is next years projection to the 3.1m of running costs you need.

You are probably going to need to talk to 2nd tier lenders, angel investors will want portion of the business.

TLDR: Vendor finance or expensive 2nd and 3rd tier lenders.
 
@valentinap You need a 20% deposit for a home loan and closer to 30% for business lending. Plus cash to support cash flow. As someone else mentioned would the vendors consider vendor finance?
 
@valentinap See if you can get a look at aged receivables, if there has been a trend of money owing going from 7 day payments to 30, 60, 90 days out could be an issue.
You have stated the replacement costs for the plant and equipment but I would assume the actual value is a lot less and I would be amazed if a bank would lend over 50%.
 
@valentinap You've got no money. Its way out of the risk matrix normal retail banks would ever entertain. Most other options involve a guy driving a jaguar car with a baseball bat, and those options don't come cheap.
At 40 and tertiary educated, you probably are better off starting something up that's more modest. I sold a business pre covid that died of covid, so, depending on your location, i know a business that you can start for about 100k and then grow it organically if you're interested and hungry for a challenge.
 
@valentinap Give up on it.

Based on your numbers no one would lend you that money.

Even if you found a high interest rate loan that will result in business suicide they wouldn't lend anywhere close to the amount you are after.

Frankly the proposal sound more like a scam, as in whoever will lend that money will be scammed, and that's assuming your backstory is all true
 

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