SBA SELF-FUNDED WEEKLY POWER HOURS
Every WEDs and THURS UPDATED 9 AM PST
ALL THINGS SBA ~ Structuring/NEW SOPs/M&A Roadmap /Deal-Vetting Templates (THURS)
Interact weekly with Fellow Searchers via ZOOM
Register here:
SBA Partial buy-in CONFIRMED
Seller owns less than 20% post-close and not KEY to operations, NO PG required. NO 6 month look back
Stock purchase REQ’d
Seller staying on unlimited allowed. (Be real sure about this one if that’s a good fit.).
@sarah_m_andrews
J CURVE.. not discussed enough in self-funded search. Good chance EBITDA goes DOWN 1 - 2 years. Spending money to grow and that growth is often delayed or muted by unforeseen factors. And/or Transition goes wonky. Have enough DSC margin to get through transition.
Own existing company and buying another in a different industry and NAICS code
Out of SBA GTY runway to help with next acq?
SBA now granting another $5M of gty if in a completely new NAICS code and industry. 🤯
Per SBA SOP updates (what we think as of 8-4-23 for now)
You nailed it! The BIZ you are buying is NOT the biz you are going to be operating. Sounds crazy, I know. U buy a company being run with NO DEBT and burden it with up to 90% financing. NOT the same. New operator needs 3X more hours (i just made that up to make a point) to
Biz Broker:
"But Jon, the business has been around for 25 years, and has survived recessions before!"
Jon:
Umm, ok.
But the business didn't have a $22,000 debt payment every month & owner worked 80-hour weeks to survive".
Bit of a different risk profile, no?
3 searchers emailed me over the weekend to re-engage on PRE-LOI when lost out months earlier to PE or ‘cash’ buyers. Deals are back and at more reasonable prices.
Is this the start of seller recognition on cost of cap and more realistic price expectations? 🤞🤞🤞
Married couples each owning a separate business? Yes, Please!
Each Person has max $5M of SBA guaranty avail. We love the power couple!
Each person has to be operating their own company separately without involvement from the other. No common/cross ownership or shared PGs.
Self-Funded Equity: Common and Preferred structures for SBA
SAVE THE DATE!
1-19-2023 @ 9 PST / NOON EST
ZOOM links to follow
@EndresenHeather
@BenBortner
@smblawgroup
& Investor Cat Littell of Halstatt Legacy
Hello SMB community I have heard great things. I’ve been financing SMB/searcher deals for many decades. Looking forward to sharing content and continuing to learn something new everyday. Also have an affinity for
#veteranToCEO
so looking forward to that dialogue.
I know I focus on THE DON'Ts w/lots of cautionary tales. FTR, I am closing LOTS of good deals with happy CEOs 😀
Happy Holidays as I share overviews on a deal a day on recently closed acquisitions.
MY 12 non-denominational days of December.
Deal
#1
👇
My last post was late August. It's a balancing act and sometimes LIFE wins out.
My 87-year old dad died three weeks ago after a miserable year of health declines. So happy that he's at rest now. We've always been close so no loose ends needed tidying up and for that I'm
CHICAGO SMB/searcher meet-up last nite co-hosted by SIG/Live Oak Bank Search/Oberle Risk success! My pic doesn’t do the room justice. 175 in attendance! So great to see searchers we’ve been talking with for many months and meeting new friends, too!
I get asked all the time about Seller Notes and how to structure. It's not a one size fits all answer.
What are you needing to mitigate with the transaction structure, company trends, transition?
Details about the industry, what's the seller's role, what is transition
Hi, X SMB. It's been a long while since consistently contributing on the platform. Been making an impact in other direct ways. 😀
@sarah_m_andrews
and I are scaring down $60M of production for the start of '24. Full time day job keeping us plenty busy.
We've been road
Thanks, Dad, for your service. You taught me about taking on the hard things. And showed me how to do these hard things quietly and without fanfare. 🇺🇸❤️ Everyone always loved working with you. Honest and straightforward. Respect for the conversation.
Hello SMB-land. I got a bit busy with some loan closings and new SMB LOI reviews. I’ve been quiet. If I missed anything GOOD bring me up to speed. Happy to answer SMB acquisition SR DEBT questions.
Got Business Aquisition?!
Did u know that Live Oak Bank can Maximize the SBA 7a loan program $5Million + a conventional loan up to $4Million.
We’re funding EV in the $12M range.
DM and we can talk more. Lisa.forrest
@liveoak
.bank.
@sarah_m_andrews
@SMB_ash
@SMB_Attorney
POOL SERVICE COMPANY in CALIFORNIA
An Investor asked me to inquire with SMBTWIT about interest level in being the operator/PG (SBA)
DM if you'd like an introduction and I can pass along your name
PRICE: $2.9M
Cashflow: $682K
Established 40 years
@SMB_ash
SBA Partial Buy-In. Where does Live Oak Bank stand currently?
Until the SBA issues their technical update, Live Oak is relying on the current guidance which allows for the gty to be based on post close ownership with no look-back clause.
Which means currently...If the seller
TidBits from the SBA SOP revision:
Buyers can use funds from their HELOC for EQ injection purposes, WITHOUT needing to have outside income to pay for the increased debt.
Your salary from the biz you are acquiring CAN NOW BE considered to cover the monthly HELOC payments.
How does the company make money? Simple question, right?
We’re finding for CEOs struggling right now, not understanding how the revenue is generated (and the liquidity cycle) (and the risk to sales continuing) has been one of the biggest due diligence misses.
Live Oak Search/SMB lending SBA originations YTD through May
$50 Million
ESP proud of this w turmoil in lending markets and sellers just now understanding today’s valuations. Pipeline of doable opps picking up again!
Manu, H/care, Billing, HVAC, Plumbing, ISP, Roofing, and
I have more than a couple of LMM SBA deals currently in process where the QOEs are confirming the need for re-pricing and re-structuring. And most (not all yet) of the sellers finally seem open to the conversation about right-sizing valuations.
Controversial Post Alert:
Are we repeating 2008 resi meltdown but now with business acquisition?
Does the new sba rule of allowing seller note on 2 year standby to count as equity and on top of it, if banks aren’t even including the ultimate seller note payments in DSC
Carve-outs. What's in the water? This month I've seen more carve-out requests than I can ever remember?
Here's what you need to consider and where it might actually make sense:
1. They're hard to do. I've done only a handful in my 35-year career.
2. The first-time buyer,
SMB acq clients are struggling with what appears to be a predominant theme with current deal flow:
2022 performance is outsized. 2021 DSC at break-even or a little better. 2020 and 2019 break-even DSC or less. Price based largely on 2022.
Thoughts for your colleagues?
Would a handful of searchers help me and
@sarah_m_andrews
craft my interactive session on SBA financing for our SELF-FUNDED SEARCHER conf being held in Dallas Sept 30/Oct 1
Interested? DM on X or at Lisa.Forrest
@liveoak
.bank.
Going for Home-run Derby status for my session.
CIM says SBA-PREQUALIFIED? Hmmm🤔
Not so fast.
SBA lenders are usually not talking with their Credit team without a specific buyer identified and especially not at the listing stage.
The lender will take an order from the listing broker and give them what they want by saying
SBA + Equity Investors and Now with the SBA SOPs on Partial buy-in? 🤔
How does having EQUITY investors with an SBA loan actually work?
ZOOM Panel with Live Q&A. 12-12-23. 10:00 AM PST
Kevin Henderson Ben Bortner Robert Graham Cat Littell
REGISTER:👇
Join us (maybe again) for our weekly WEDs SBA self-funded office hours series. Refer an SMB/searcher friend!
Self-Funded Searcher ALL THINGS SBA Office Hours ZOOM Every Wednesday morning 8 AM PST
Register here:
Buyer offers full price as broker inferred it included the proper w/c
Seller admits the business needs MIN $500k working cap and oh he's keeping all the net w/c
Buyer offer price - $500k cuz he has to borrower the W/C from the bank.
Seller/Broker: That's not fair. 🤦♀️
Can we all agree with Q2 almost at an end, it’s reasonable to assume sellers YTD numbers would be available?
Especially if 2023 was the best year ever and with unparalleled growth , we’re going to need ‘24 numbers to confirm sustainability and that the value ask makes sense.
@SMB_ash
SO Great to meet everyone in person finally. Time went by so fast I forgot to shamefully plug my weekly office hours for SBA self-funded searchers. DM for links: Lisa.forrest
@liveoak
.bank. Weds all things SBA/Thursday cashflow model PRE-LOI exec summary templates.
SMB acquisition in 2023 is an exercise in Extreme Imagination
The seller's co has been run debt free in a decade's long growth market with artificially low costs of capital
Seller most likely can't even advise you on what to expect b/c "we're not in Kansas anymore"
WHARTON! One of my fave ETA travels. The Wharton eta club and VETS eta club are amazing. Good to see existing friends and finally meet people I’ve been talking to for quite some time. And Travel with
@sarah_m_andrews
always so good. ETA CREW:
@smblawgroup
@SMB_Attorney
Using seller financing or private funds to finance your acq? The acquirer MUST secure the term working capital and Line of Credit before close. Seller is usually not also providing enough working cap/necessary ongoing Line of Credit. You're going to need a bank for the W/C
👇
An update from our Live Oak Bank government relations team on the timing for information (any information please) on the new SBA updates as to seller ROLL.
'There is a congressional hearing on May 10th. The clarifications on seller roll could drop on the 10th and will surely
Social media makes it seem like buying a business is easy. Send some LOIs and voila you’re closing.
Hold on…
$25M of Signed commitment letters for my clients who were in closing fell out this Q4 due to 2023 financial diligence not confirming 2022 run rates. 2023 started
Buyer Transaction costs can be included in the SBA's total project and included in the loan amount subject to the following nuances.
SBA categorizes your CPA/Attorney as AGENTS. AGENTS fees can be included in total project costs/loan amount with the following caveats:
For
Tagging my partner to follow on:
@EndresenHeather
SMB SBA refresher: NO equity roll or earnouts. YES to asset lite/cashflow/goodwill YES To Clawbacks on seller notes if TTM not Maintained Escrows ok. LiveOak SBA/LOB JR debt combo OK!
PARTIAL BUY-IN (7-21-23):
For sellers owning 20% + within 6 months of the close and retaining any ownership, even if less that 20% post-close, the SBA has clarified the clarification so now the PG is required...including securing the PG with personal collateral.
Sellers owning
Chatting w
@MikeBotkin_
and he asked me: How do you decide if a first-time buyer can actually operate the company? Now that's THE question!
Quantitative is discussed on this platform A LOT as it should be DSC W/cap Liquidty etc
QUALITATIVE is the hard part
See More below ⬇️
FALL Road warriors for sure. SEETA, Self-Funded Search Conference, RICE, HBS, CHICAGO. Glad to be home for the next two months. And then start it all over again in 2024. 🤣. It’s been my life’s work to help the next Gen become business owners.
Roofing Service/Maintenance Resi
$5M SBA 7A + $1.25M Live Oak Conventional Jr
8% of EV in Seller Note
$500K Convntl Operating Line of Credit
12% Injection mainly all investor equity
1.80 DSC 2021/ 2.40 DSC YTD 2022
Steady state growth and consistent margins
Took a two week vacation for the first time. Scotland. HIGHLIGHT: I was able to get on the Old Course as a single in the lottery. My man on the bag, Alistair, was grand. Played 8 days of golf in 11 days. I’m still sore.
Catch me up…what have I missed in SMB land?
@jd_foote
You know what saves time? Calling someone without a scheduled time. Kinda old school, I know. I’m notorious for picking up the phone and just calling you….now. I give u opt out option if not convenient. Ppl seem to like the immediate attention and it’s efficient
@SMB_Attorney
Let’s not get an LOI signed thats not financeable.
I give you templates and resources to help you self-vet your deal. If you think you’ve got a solid PRE-LOI structure, I’ll take a look with you. DM
Let’s get the relationship started for your journey.
PNW Searcher/SMB happy hour was so fun! Awesome attendance great people cool venue. There’s talk of a quarterly gathering. TY to Jon Starnberg for co-hosting with me and bringing his Hand of God wines for generous tasting. SO DELISH.
My first retraction on Twitter and it doesn't feel great. 🤦♀️. Sorry SMBTWIT. Wouldn't be so bad if 10K + ppl didn't already see it. 😁🤡🤯 I'm here to clarify.
With a Partial change of ownership (PCO) the seller can stay on for longer than a year in any type of role
Potential struggle areas for new CEOs:
Sales process more involved than expected and seller more involved in rain-making
Loss of long-time customer
More Covid catch-up baked into last year than advertised.
Seller not keen to help with transition
What have you encountered?
SMB Twit / EtA Searchers in the Philly area on 3-22-23 and want to meet up for drinks?
Some of us will be in town for the Wharton EtA conf with time on our hands.
@JordanPCarter
@SMB_ash
@SMB_Attorney
DM with RSVP and we'll organize around the interest level
I'll keep saying it...DSC on paper is not liquidity. Having max leverage on a business just cuz the 'DSC' works doesn't nec mean the debt load works for the cash cycle. It might be just fine, but it might not be. It's not automatic.
@KHendersonCo
has substantive Sunday’s? I have Veggie Prep Sunday.
I clean cut my veggies so it’s easy to throw in my cast iron skillet or baking pan during the week.
Don’t toss the odds/ends they make great dog treats and stock base. My MAC loves broccoli! 🐶🐾
@girdley
Strong ‘23 + YTD but a BIG dip in performance for ‘22.
Down year seems to be explained.
Structured with a 40% seller note with a forgivable metric that claws back the note amount if 2023 performance isn’t sustained
Offers acceptable downside protection for Value and DSC
Retweeting as we’ve had a few recent requests to see this guide. Happy Q4 for all those closing a deal in 2021! Based on our current deal flow, Q1 2022 could be our biggest yet on record. Be well y’all.
We’re thrilled to release our latest guide for search funders, From Searcher to CEO: Analyzing and Mitigating Acquisition Transition Risk. Download the guide now!
@LisaGForrest
#dedicatedtothedoers
Does every SMB opportunity on the market right now have concerning CUSTOMER CONCENTRATIONS? Maybe I’m over-generalizing? Sure seems to be the theme of many of our current PRE-LOI reviews.
Adding to the conversation. The SBA Sr Max $5M loan in combo with our conventional 2nd loan is one of our fave things to help with. Using our own mezz-like structure helps our clients with larger opportunities all while enjoying the benefits of an SBA loan.
@EndresenHeather
@Whitney_Sheph
SBA requires tax returns. Neutral to cash vs accrual based accounting method. BUT if the business price is based on accrual conversation, it’s wise to get a QOE to verify actual cashflow and liquidity.
The Self-Funded Search Conference held in Dallas this past weekend was amazing! Great content, enthusiastic searchers, networking, building relationships.
@sarah_m_andrews
and I had so much fun co-presenting our case study. Great sponsors! More pics to come this is all I could
Got an update from a self funded searcher on how he inked an LOI that didn’t work for SBA
Great industry great bones to the company. High-growth! I really liked it for him.
Valuation sky high
Putting the amount of debt on the deal to fit sba was crazy talk.
He has an LOI
Part of my Wharton EtA conf activities: View of Philly looking down from the ROCKY steps at the wonderful Philadelphia Museum (and yes I did the RUNNING scene up the steps 100%)
@KHendersonCo
@JordanPCarter
@chrisxmunn
I’m old enough and have been in the lending biz over 35 years to state that today’s rates prob signal a sign of stability. We’re closer now to the average prime over an extended period of time.
Once seller’s adjust price expectations, this could be THE time to acquire.
We've been doing our weekly office hours for almost three years. 7,000 + potential SMB buyers have joined us over the years. Must be good! 😀 Come see what we're all about.
SBA SELF-FUNDED WEEKLY POWER HOURS
Every WEDs and THURS UPDATED 9 AM PST
ALL THINGS SBA ~ Structuring/NEW SOPs/M&A Roadmap /Deal-Vetting Templates (THURS)
Interact weekly with Fellow Searchers via ZOOM
Register here:
@SMB_Attorney
I was about to put the twit down for the day and start the so-called weekend and thought I’ll scroll down one more and there was this post. Probably one of the most insightful tweets I’ve read. We’re all high achievers in this community and that can come with a cost.
For INDUSTRY AGNOSTIC, everyone knows that I recommend 1.50 DSC last full year so that you have room to adequately transition, learn the industry and give your company room to grow
BUT...Live Oak Bank has 40 + different verticals, with industry experts heading them up
Our bank
BOSTON AREA Self-Funded Search/SMB Meet-up!
October 28 // Russell House Tavern // 6-9 EST
Live Oak Bank is co-hosting with SFSA/SIG and OBERLE a happy hour for self-funded searchers, independent sponsors, business owners, and investors
Come Gather!
REGISTER:
200,000 veterans transition to civilian life yearly! Huge veteran SMB potential as older owners sell their companies in droves.
“What Veterans Need to Know About Entrepreneurship Through Acquisition,” linked on our resource page!
Franchise as an acquisition thesis is debated within the search/SMB community.
Did you know that Live Oak Bank has an entire vertical dedicated to Franchise Finance with experts in numerous sub-categories.
Restoration, Quick Serve Rest, Swim School, Fitness, Personal Services
IMO
Foam Rolling is a key to my health
Mobility exercises as we age have become an equal part of my workout regimen
Not a work-related tweet per se, but the better my body feels, the better I'm able to sleep and do everything else in my life, including work!
ROSS School of Business is hosting its inaugural EtA conference. 11-11-22
I'm excited to be sponsoring and speaking along with some big names in the Entrepreneurship Acquisition niche.
@EndresenHeather
Congrats to the ROSS EtA Club
#eta
#michigan
#rossschool
I should add that I’m co-Director of Live Oak Bank’s sponsor/searchfund lending practice. My partner is the amazing Heather Endresen and our team is 100% dedicated to SMB financing. What content, stories, information would you most like us to share?
Best paths forward for SMB acquisitions in LMM SBA-land to encourage financeable/fair structures?
Here’s some of mine:
Maybe More Equity / Maybe more seller notes on longer terms / Maybe reduced Prices? Maybe all of the above?
Yours?
Deal
#2
of 12
Heathcare Staffing
$4.8M SBA 7A + $250K LOC
11% of EV on Seller Note
15% injection comprised mainly of investor equity
1.65 2021 DSC / 2.33 TTM DSC
Strong historic growth rate with good investment thesis
Self-Funded Search Conference, Dallas, Texas, September 30th to October 1st!
Two-Days panels and workshops on sourcing strategy and best practices, Debt Structures, Equity Raise, LOI process, Transition/Operations and more!
Purchase your ticket here:
Can't wait to see everyone. Our goal is to connect as many searchers with each other as possible! Plus networking with investors, operators, bankers and others supporting your goals for SMB ownership!
Search Fund Coalition...finally doing an event together in your town!
RICE University 1st Annual ETA conference October 13-14. FRI H HOUR / Sat conf held at the JONES SCHOOL of BUS.
@sarah_m_andrews
and I are excited to be sponsoring and speaking!
Congratulations to the ETA Club for a sold-out event at 350 + attendees.
TEXAS is SMB strong!
Shoutout to
@benborter
who finally joined SMBTWIT at my gentle suggestion.
He can tell you his searcher to operator to exit story.
Words of wisdom about to ensue
@SMB_ash
following up on a previous tweet. Me and My partner
@EndresenHeather
and are piloting Strategic SMB acquisition office hours First session March 10. 9am pst. DM lisa.forrest
@liveoak
.bank for links. Let’s see where this goes.
Seller dependency is real. Take it seriously in your diligence. EV needs to consider the backfill hire to operate the company if the seller is KEY. And if the seller is that KEY there might not be an adequate transition plan or acq structure to solve.
@SMB_ash
Honored to be talking about Lender/Loan stuff at the event. What Lender Qs do you have? This is a non-recorded event so ‘off the record’ questions welcomed. I’ll collate the common topics and build my talk around those. Comment here and/or DM me.
ROSS eta 1st annual conference! awesome panel on the paths: Self-funded/SBA vs Traditional vs Accelerator. Peter Ciaverilla (SMB CEO Live Oak client) Dave Hiemstra, Walker Hobson, Ted Baxa, Ron Wexler.
Another revised structure & price is in the works on a deal where the QOE on 2023 TTM is not supporting the 2020 run rate. The price was based in part on 2022 performance with a trust but verify on 2023 .
@SMB_Attorney
I have three searcher clients this week having to pick themselves up and keep going onto the next. It’s a grind for sure. I know they’ll all find the RIGHT ONE.
Verbal messages from the NAGGL SBA assoc conf this week.
Partial Buy-in is still allowed BUT any amount of seller retained ownership will require a PG by the former owner.
Count on more updates with the 8-1-23 final final ver SBA SOP
@sarah_m_andrews
PRE-LOI review in this market might be doable?
2021 7.2X (DSC 1.0)
2022 5.8 X (DSC 1.3)
TTM 3.6X (DSC 2.15)
Price based on TTM
Searcher mitigated risk of sustainable TTM with:
30% equity
20% Seller note on a 7 year term
How are you handling big TTM only pricing gaps?