SMB owner, operator, and investor. Slack Water Capital provides equity gap capital to self-funded searchers acquiring established SMBs to own/operate full-time.
Pools are gross. You really wanna buy a pool service company?
This is 6 months of dirt, algae, dead skin, sweat, and probably even some 💩 (my dog uses the pool, but humans are also dirty) on my lightly used residential pool. Commercial pools are much worse. We had some pools
@brianbeers
- The $750k EBITDA should already include the searcher's $120k salary
- $3m would be on the high end for a $750k EBITDA business (probably more like $2.6-$2.8m - we will call it $2.7m)
- 15-20% equity would be more like $400k-$500k of equity (we will call it $500k)
- Working
All else equal, the "self-funded" searcher makes nearly 3x as much as a traditional searcher. Surprisingly, the investor is also better off!
Because of the superior economics, the self-funded model will continue to gain share among the best and brightest acquisition
‼️Attention Self-funded Searchers‼️
My fund is currently writing equity gap checks of $250k-$500k for SMB acquisitions. If you are using the "self-funded search" model, have a deal under LOI, and are looking for an equity partner who brings hands-on-experience with SMB
I don't understand the infatuation with "generational wealth" that seems to be popular on Twitter these days. There are very few examples in history of children being gifted extreme wealth working out well for them. Everyone should have to work for their success and their place
This isn't going to make me any Twitter friends, but...
Searchers, you don't need another coach, guru, course, podcast, book, blog, etc. There's no secret sauce. Spending more time learning about search (beyond the basics) is just an excuse to not actually go and do the work. At
Self-funded searchers are always asking how to structure equity when taking on investors. Investors in self-funded search deals typically expect to receive participating preferred stock. Here's what that means and an example. 🧵
Searchers, if you want to win more LOIs, and have those LOIs actually CLOSE (which is the real goal), here's a tip:
Rather than attempting to educate a seller on the ins and outs of working capital, just plan to bring your own and factor it into your purchase price!
For
A lot of new followers over the last 24 hours, welcome!
For those of you not familiar with my story, I am a former investment manager turned acquisition entrepreneur. I performed a self-funded search and acquired a pool company in 2019, grew profits 4x over 3 years, and sold
Eric posted a few weeks ago about the necessity of a 5yr non-compete. I'm an investor in a company that was acquired by a self-funded searcher in 2018. Sure enough, on the 5yr anniversary, the former owners started a new business to compete directly again.
Slack Water Capital is currently under LOI to acquire a route-based home services and commercial services business located in Key West, FL. We are seeking an operating partner to run the day-to-day operations as CEO with some helpful guidance from me. We are uniquely positioned
Put me in the grumpy grandpa category, but I see a couple worrying trends here:
1) Everyone wants to buy an SMB, but no one wants to actually run one.
2) Some "service providers" seem to care more about getting your deal done (and a commission) than whether it SHOULD get done.
SBA Partial Ownership Buyouts
I'm starting to see more searchers using these deal structures. I don't think they are necessarily the best deal structure, but if we're going to use them we need to cover a few key points.
Most importantly, these need to be structured so that
Congrats to Cole Carrera and Jack Eldridge on their acquisition of Strobes N' More! Upon closing, Cole and Jack have relocated to Rhode Island to lead the company full-time as Co-CEOs. Slack Water Capital was pleased to serve as the lead investor and I am excited to join Strobes'
I caught up with a self-funded searcher earlier this year who had bought a niche manufacturing business and then it's local competitor 1-2 years later. Both small acquisitions that he financed with SBA loans.
I asked him how it was going and he said that he had permanently
I am once again reminding searchers to get a forgivable seller note...
Have a faster growing business and basing your offer off of LTM EBITDA, which is significantly higher than the last 3 year average EBITDA? Forgivable seller note tied to revenue in your first 12 months vs
Guys/Gals in SMB land, I am shocked by the number of deals that I continue to see that have a seller note, but it is not forgivable. This is a mistake. You want a forgivable seller note tied to some historical performance metric of the business, and you should specify this in
Guys/Gals in SMB land, I am shocked by the number of deals that I continue to see that have a seller note, but it is not forgivable. This is a mistake. You want a forgivable seller note tied to some historical performance metric of the business, and you should specify this in
Slack Water Capital is pleased to announce that it served as a co-lead investor in the acquisition of Jones Skip Hire (Wolverhampton) Ltd. The acquisition closed on March 1st, 2024, and was led by Tarun Abraham and Tim Hayward. As part of the investment, Ben Bortner, Founder and
The economics for a self-funded searcher are INSANELY good and far above the "market" for independent sponsors and/or private equity.
The self-funded searcher effectively charges a 7.5%-25%+ management fee ($100-$150k salary on $500k-$2m of equity raised) and a 55-80% carry
For those reading this post that don't know, I used to own a pool maintenance company that performed over 800 pool cleanings per week. I am a licensed Pool Servicing Contractor in the state of Florida and a "Certified Pool and Spa Operator".
While I enjoy pools, there's no
Brad Jacobs latest platform $QXO (formerly $SSNT) will be an interesting case study. Jacobs Private Equity just closed their transaction to inject $1B into what was a micro cap company with a $20m mkt cap to give themselves a new publicly traded platform/currency to go out and
@LeadershipAcad1
I think your best option is to give the guys from the new company the week off as they were expecting and planning for (the seller should pay for this, or should have paid for this, through a PTO accrual at closing).
I would also pay your current team time and half for the week
The most dangerous person in search/SMBX...the former real estate bro who now wants to be an SMB bro because the real estate market is dead. Every single one of them wants to (a) max out their leverage with an SBA loan (think 1.3x DSCR), and (b) own the business passively (like
The searcher's starting salary, bonus plan (if any), and annual salary increases should be specified in the term sheet and LLCA. Increases in salary or bonuses beyond this need to be approved by a majority of the minority. Otherwise, the searcher could easily increase their
I don't really want to introduce more competition into the SMB world, but...
Sometimes I feel bad for my former public equity investor colleagues. Beating their heads against a wall trying to outperform a largely irrational market.
Sure, you can occasionally find attractive
Slack Water Capital is pleased to announce that it served as the lead investor in
@adammetauro
's acquisition of a majority interest in iMold LLC.
iMold was founded in 2015 by Brian Bland and is headquartered in Fort Myers, FL. Over the past decade Brian and the iMold team have
Searchers: You do NOT need to build a 10-20 sheet financial model to analyze a deal. I'm sure your modeling skills are unmatched, but I MUCH prefer to see a 1-page spreadsheet that summarizes all the key assumptions and the resulting financial projections. Make it easier for your
Still see a lot of posts about negotiating working capital.
My advice, don't bother!
Bring your own and include it in your total project cost for the deal. If you think the business is worth $4m WITH working capital, and you think you need $400k of working capital, offer
Searchers, if you want to win more LOIs, and have those LOIs actually CLOSE (which is the real goal), here's a tip:
Rather than attempting to educate a seller on the ins and outs of working capital, just plan to bring your own and factor it into your purchase price!
For
Any self-funded searchers here in South Dakota or willing to move to rural South Dakota? Roughly $500k EBITDA. Durable. Non-economically sensitive. Growing. Dominant position in duopoly-like market. Books look clean. Looks like a nice business if you don't mind South Dakota! 🙃
One mistake I see a lot of searchers making in their search is thinking that just because a certain industry has a lot of M&A activity, or attention focused on it, that there are no more opportunities in that space (e.g. HVAC, plumbing, landscaping, etc.).
A lot of searchers
Searchers, don't worry so much about your "upside" financial projections. Worry more about your downside scenario analysis.
When you're underwriting a deal, I would suggest stress testing your model with a scenario where revenue declines 20% or more, EBITDA margin contacts as
I believe that long-term rates, e.g, 30-year rates, will rise further from here. As such, we remain short bonds through the ownership of swaptions.
The world is a structurally different place than it was. The peace dividend is no more. The long-term deflationary effects of
Guys, 2 things here:
1) If I had a nickel for every time I heard that the sellers don't do anything I wouldn't have needed to buy an SMB in the first place. Every broker worth his/her salt tells the seller to say they're not actively involved. Really probe on this.
2) Make
Both Sales and EBITDA drastically reduced for the first six months of 2022. By about 35%
This showed that the Sellers were actually involved in the operation of the business and were somewhat responsible on a day to day basis.
Searchers, are you ready to run an SMB? The following is an actual story I heard from an self-funded SMB CEO today.
The office received 2 phone calls about one of their vehicles swerving all over the road. They called around and figured out it was one of the division managers.
A great way for self-funded searchers to stay top of mind with potential investors/advisors is to send a monthly or quarterly update to them via email. The update can cover key KPIs on your search (brokers contacted, CIMs reviewed, seller calls/meetings held, IOIs made, LOIs
@LeadershipAcad1
Make sure the seller and you have prepared a speech together and the seller isn't going to just say "here's your new boss" (this has happened to me). Make sure the seller has some skin in the game tied to customer and employee retention during the first 90 days.
Searchers/SMB owners: If you want to create a lot of value (and wealth), the metric you should be most focused on is intrinsic value per share (or unit/membership interest if structured as an LLC), which is largely derived from cash flow per share.
Total revenue, EBITDA, FCF,
Why do I like investing in self-funded searchers?
You have a different level of motivation when you're PG-ing a large amount of debt AND you don't make very much money until your investors have been paid back. I can confirm from experience.
Me: It looks like net income is about $600k, what are the proposed adjustments to get to EBITDA? By the way, it looks like there are 4 sellers actively involved in running the business and they're paying themselves a below market wage ($12/hr). We will need to replace them and we
Some guy standing next to me at the gate in Atlanta is explaining the difference between an IOI and an LOI to someone on the phone. No doubt a fresh faced MBA grad looking to buy a $500k SDE HVAC company located in Topeka, Kansas. 🇺🇲
When looking for investors for your SMB acquisition, I recommend asking for referrals from past searchers/CEOs they've invested in. Not all search investors are the same. Some investors have a track record of adding value and supporting their CEO partners. Some do not. 👀
SMB owner/operators: Your SBA debt is likely the cheapest capital you will find. Yes, it is currently costing you 10-11%, but that could go down in the future AND you can likely earn >25-50% annually on that capital via an add-on acquisition. Why rush to pay off the loan? 👀
One trend I see on SMBX is too much generalization about various service industries. Service-based SMBs can be very nuanced by geography (region, state, and county) and should not be generalized.
The seasonality, economic sensitivity, services typically provided, equipment
I love driving through small towns and cities and seeing all the thriving SMBs. I always Google them, look at their website, read their reviews, look at the level of competition, figure out how old the owner is, etc. Anybody sourcing deals this way? 👀🤔
Update: What I thought was $600k of SDE, the broker turned into $900k of SDE vía add backs (keep in mind, this is ignoring the salaries for multiple owners who will need to be replaced). I heard it is under LOI for more than $8m now. This is around 3x revenue. 👀
Me: It looks like net income is about $600k, what are the proposed adjustments to get to EBITDA? By the way, it looks like there are 4 sellers actively involved in running the business and they're paying themselves a below market wage ($12/hr). We will need to replace them and we
@patrickdichter
Hot tubs are the worst and riskiest. Look up Legionnaires Disease.
If the water in the pool is clear and you can see the main drains on the bottom, you're probably good! 🤷🏻♂️
Easy block on LinkedIn (or Twitter/X, email, etc.):
(1) You send me a connection request,
(2) immediately hit me up with some type of solicitation (often totally unrelated to what I do),
(3) I don't respond because I'm not interested, and
(4) you then follow up with me
Congrats to Martin Lopez on his recent acquisition of Dryeco Green Cleaners!
Slack Water Capital was pleased to serve as the lead investor and I am excited to join Dryeco's Board of Directors.
Dryeco was founded in 2008 and is one of the largest providers of premium dry
We are still looking for deals!
I've been a searcher, an SMB operator, and have exited to a larger PE-backed platform (delivering an 8x MOIC for my investors). I've personally acquired 6 companies and have invested in 9 other SMB/LMM companies. I know what it is like to buy and
‼️Attention Self-funded Searchers‼️
My fund is currently writing equity gap checks of $250k-$500k for SMB acquisitions. If you are using the "self-funded search" model, have a deal under LOI, and are looking for an equity partner who brings hands-on-experience with SMB
Thankfully, the buyer has scaled and improved the business dramatically and I think they will have a hard time trying to build a competing company today, especially in the current environment, but it just speaks to the importance of getting the full 5-year non-compete!
Underwrite your deals with a margin of safety, folks. Estimate your EBITDA conservatively. Understand your variable costs from your fixed costs and how your EBITDA deleverages with a decline in sales. How much would your sales have to decline before your DSCR falls below 1x?
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.
Don't listen to Twitter finance bros telling you not to buy and run a small business.
Make up your own mind about it. No one ever said it was easy. Interview people who have done it and succeeded as well as some that have failed. But definitely don't listen to the opinion of
Don’t listen to Twitter business bros telling you to buy and run a small business.
There’s a lot of bad business advice on Twitter — and this is the most painfully obvious one.
Here’s why it’s not a good idea 👇
Barracuda are one of my favorite fish to target with a fly rod. You have to spot them a long ways off. Make long accurate casts. Technical retrieves. Super aggressive eats. Long fast runs and acrobatics. Plus those teeth.
@STLChrisH
This is 100% one of the biggest risks to a business with a large fleet. Especially in some of the more litigious states. Highly recommend implementing a telematics, GPS, and camera system like Netradyne or Azuga. They report unsafe driving, which the manager can then watch on
It should be illegal to post something like "I'm building a HUGE NUmBEr XYZ company" in your bio when your actual company is 1/1000th, 1/100th, or even 1/10th of that size. BS indicator 🆙 🚩
Some are worried about the number of new searchers, but all I see is opportunity. Everyday I get 5-10 solid new business listings in my inbox. When I browse
@BizBuySell
, I see opportunities left and right. There are more business opportunities than buyers. But there's a catch...
Another common question from self-funded searchers is, "What do I do when a broker asks me for proof of funds?" This is the first test of your sales skills, which will be necessary for not only closing your deal, but also your life as a small business owner. Here are some tips:🧵
Searchers, if you want to win more LOIs, and have those LOIs actually CLOSE (which is the real goal), here's a tip:
Rather than attempting to educate a seller on the ins and outs of working capital, just plan to bring your own and factor it into your purchase price!
For
@LeadershipAcad1
The way I ran my team was that whenever someone called out, it created more work for everyone else. Everyone pitches in to help out when someone is sick, but there is also heavy peer pressure from the team to self regulate bullshit call-outs. Ultimately, if someone is calling out
@Jeffrey20706426
Depends what type of filter you have, size of the pool, use, environmental factors, etc. But cleaning a quad cartridge on my size pool once every six months is more than adequate.
It should be illegal to publish an annual letter, shareholder letter, investor letter, etc. without disclosing any actual financial performance metrics (i.e. consolidated revenue, EBITDA, FCF, NAV, FMV, etc.).
I called the IRS today. They said I could either fax the document they need to them, or send it via snail mail. They don't accept PDF scans via email. What century are we living in? The IRS is apparently the ultimate enterprise that still runs via fax machine.
I've struggled with what to say about the horrible atrocities in Israel, or whether it was even my place to say anything at all. However, the tweet below resonated with me.
Hamas clearly targeted innocent civilians in cold blood and committed unspeakable atrocities against
Words matter.
A number of media organisations have editorial guidelines directing them not to use the term 'terrorist' in their reporting of the conflict between Israel and Hamas.
These guidelines may be borne out of well-intentioned aspirations to appear accurate and
People love to talk trash about BizBuySell, but I think almost every business I've found on Axial has also been listed on BBS...🤔 There are a lot of quality businesses on BBS, and there are also lots of low-quality ones. The key is to set up your filters properly and use keyword
At SMBash, we pride ourselves in ensuring you receive the complete conference experience, packed with value and memorable moments. Included in your ticket are:
I say this often and agree 100%. The ability of a self-funded searcher to get a deal to the closing line is a good indicator of their ability to operate. I would add "sales skills" as well. You'll have to "sell" the broker, seller, investors, lender, etc.
The acquisition of an SMB is a great indicator of how a searcher will handle the challenges of post-closing operations.
Closing an SMB deal takes people skills, tenacity, creative thinking, problem-solving, analysis, and direct (often uncomfortable) communication. It requires
I've noticed a trend of exited traditional searchers coming back around and doing a self-funded search the 2nd time around. I don't think I've heard of an exited traditional searcher doing a 2nd funded search.👀🤔
Searchers, I recommend that you reach out to potential investors no less than 45 days before your target closing date. It takes time to round up investors, negotiate terms, review legal docs, provide documentation to SBA lenders, wire funds, etc. This is especially true if you
When entering an entirely new business or industry, I suggest one approach it with a healthy dose of humility, curiosity, and willingness to learn.
Over confidence, dare I say hubris, is likely to lead to some unnecessarily expensive learning lessons...
Searchers: Make sure your settlement statement at closing is complete. The closing settlement statement should spell out where all the funds are going. The seller's broker's fee should be one of the items included on the settlement statement and the seller's broker should be paid
I agree. The $500k or sub $500k EBITDA or size range can be a great place to start. It was for me and many others in this space. Lower purchase multiples for your initial acquisition, and future add-on acquisitions, can allow you to build a nice sized business relatively cheaply
There is an irrational hate for sub $500k EBITDA businesses in the SMB space.
Sure, for many, this size of business isn't going to be worth the hassle,
but here are my thoughts on why I think these business can be awesome for first time buyers:
1. It's a great Training Ground.
Recently completed my first "stock purchase" (vs an "asset purchase") via an F-reorganization. The hurdle for me ever doing one of these transactions again is extremely high. What a PIA it has proven to be with little to no benefit. We probably could have modified the few
@JoeCMoran
I drove a white Ford Ranger. I remember very vividly right after I bought it, the plumber down the way rolled up in his jacked-up Silverado with rims and said to me, "one day you'll have a truck like this one." I explained to him why the new owner of the company didn't need to be
On 1): Ask the sellers who answers the phone or emails or text messages that come in? Who pays payroll? Who sends invoices? Who receives payments? Who does quality control checks? Who supervises the employees and makes sure they're showing up on time and doing their jobs?
Losing a deal sucks. I've been there.
I don't want to beat up on Alex, but I think there's a valuable learning lesson in his tweet.
Sometimes there is a risk of trying to get too cute with your offer. If the asking price on a deal is fair (or even low in this case, IMO), don't
Damn I feel like I f***ed up.
Came across this coffee company last week for sale near us that had 4 shops.
Was half joking when we first looked at it but deeper we got we realized this could make a lot of sense for what we are doing.
Got more serious, tweeted about it, which
Running the average small business is hard work, but it's not rocket science. Just constant blocking and tackling while solving problems with limited resources. The faster you can replace the ancient systems and processes the company probably runs on, the easier it gets.
Always defer some portion of the purchase price via a holdback, seller note, earnout, etc. I can't tell you how many times I've seen a seller do something shady post Closing where if you didn't hold some portion of the purchase price back, there would be almost no easy recourse.
Couldn't agree more. The bigger the idea sounds behind your grand HoldCo or Roll-Up strategy, the less interested I am in it. If you're a first time searcher, let's just start with the first acquisition and go from there, k?
People often email me with big-sounding ideas (reinvent commerce, change the way people meet, transform scientific research), and the bigger the idea sounds, the less interested I am. Truly big ideas don't sound big initially.
Searchers/aspiring SMB owners: You can learn a lot from SMB Twit/X if you're observant. What to do, and what not to do. How to treat your employees, and how not to. People publicizing their good (or questionable) decisions and then seeing how those decisions positively (or
M&A Monday: How to Structure a Seller Note in an Acquisition.
The Seller Promissory Note is one of the best tools when structuring an acquisition. Seller notes are common on SMB deals and used strategically by independent sponsors and small PE.
Each Monday I post one lesson
Searchers, here's your opportunity. This is a quote from one of the CEO's on this list: “We’re not buying the fixer-upper businesses,” says CEO Trey Brock. “We’re looking for those with good momentum to help get them to the next level and partner with them.”
The "fixer-uppers"
The annual Top 100 landscaping companies list came out.
Here is the Top 25
Every single company in the top 25 is either publicly traded, or backed by PE. Some have been acquired / sold multiple times (Yellowstone, Juniper, Heartland, etc.)
*I spy a few twitter guys 🧐