Midas Partners
Strategic Debt Advisory

Acquisition financing. Lenders compete for the deal.

We turn the target’s financials, your equity and the purchase terms into one model and a lender package, then take it to the senior, unitranche and junior lenders that fit. A senior banker runs the process.

A senior banker on every deal, from the first call to the close.

The lender package in 1 day once the documents are in. At least 7 days by hand.

Nothing goes to a lender without your approval, and no lender learns your name until you approve it.

The purchase price is one use of capital

  1. Acquire

    Purchase consideration and required debt payoffs

  2. Close

    Transaction costs and financing fees

  3. Operate

    Opening cash, working capital and planned investment

  4. Fund

    Buyer equity + senior and junior debt + agreed seller financing

The sources must cover every use. A seller note is subject to the senior lender’s requirements; it does not automatically replace buyer equity.

The financing decision

For companies with $10M to $100M+ in revenue.
A structure built around your business.

Acquisition financing combines debt and equity to buy an established company. For a business with $10M to $100M+ in revenue, the debt is usually a senior term loan or a unitranche facility, often with a revolver for working capital, and sometimes a seller note or a junior layer. Lenders size it on the earnings that will remain under new ownership, the buyer’s equity and track record, and the cash left after closing. We bring those pieces into one model, including fees and post-close liquidity, before any lender sees the deal.

Before the file goes to market

Get the important questions answered early.

01

Which earnings will survive the change of ownership?

We reconcile seller adjustments to supporting records and account for the cost of running the business after closing. Replacement management, rent changes and recurring capital spending can materially change the cash available for debt payments.

02

Where will every dollar at closing come from?

The sources-and-uses model includes buyer cash, loans, seller financing, rollover equity, payoffs and fees. We identify unsupported assumptions early, including equity that is not yet committed and seller-note terms a lender may not accept.

03

What cash will be left to run the business?

Payroll and supplier bills continue after the purchase. We model collection timing, the working-capital peg and the seasonal low point so the financing request includes a defensible operating cushion.

Compare the structures

Choose debt that fits the job.

Senior term loan

Where it can fit

A purchase the target’s recurring cash flow supports on its own, from a bank or a private-credit lender, with the equity and leverage the lender requires.

What to examine

Compare amortization, covenant headroom, guarantees and the cost of an early exit alongside the rate.

Unitranche

Where it can fit

One facility that blends senior and junior risk, for a deal that needs more leverage or a simpler structure than bank debt with a junior layer.

What to examine

Price, call protection and any first-out/last-out split matter as much as the headline leverage.

Seller note and rollover equity

Where it can fit

The seller carries part of the price or keeps a stake, narrowing the gap between the price and what lenders will fund.

What to examine

The senior lender sets the note’s subordination, payment limits and standby terms. Rollover changes who owns what after closing.

Mezzanine or second lien

Where it can fit

A junior layer where the senior lender permits it and the combined debt service stays supportable.

What to examine

Higher cost, PIK interest, warrants and intercreditor terms can change the economics for the owners.

Working-capital revolver

Where it can fit

The acquired business needs recurring liquidity against its cash cycle or eligible assets.

What to examine

Model opening availability after any closing draw. A commitment that is fully used on day one provides little operating room.

Structures depend on the business, transaction and lender requirements. OCC: Leveraged Lending handbook

Why run a process

Make lenders compete for your company.

Save on time and costs.

Once the documents are in, software builds the financing model, the lender presentation and the blind teaser in a day; by hand the same package takes at least a week. A senior banker checks every page, so you are not paying for analyst hours. Lenders that fit see the teaser first, and you approve each one by name before it learns who you are. Your banker compares the term sheets and negotiates to close.

What your banker will ask for.

These documents move the work forward. You can start the conversation before the file is complete; your banker tells you what is missing.

  • LOI or purchase terms, including any seller note or rollover
  • The target’s financial statements: latest full year and year-to-date
  • A quality of earnings report, or support for each adjustment
  • Buyer or sponsor background, ownership structure and source of equity
  • Proposed working-capital peg and post-close operating budget

A confidential first conversation: what the capital is for, and what the package will need.

Before you start

The questions worth asking.

Can you assess financing before I sign an LOI?
Yes. An early assessment can identify the earnings, equity and structural issues likely to shape the financing. It needs enough seller information to be useful and remains preliminary. A lender’s approval depends on its underwriting, diligence and final transaction documents.
How much equity will I need?
That depends on the lender, the leverage the business supports and the total cost of the deal. We model the equity requirement against the full sources and uses, then verify the proposed source of cash. A seller note or rollover can narrow the gap, on the terms the senior lender accepts.
Will a lender accept all of the seller’s add-backs?
No. Adjustments need evidence and a credible reason the expense will not recur. A departing owner’s salary may need a replacement management cost. We show both the proposed adjustment and its support so lenders can assess a consistent earnings case.
Can the financing cover working capital after closing?
It can be part of the structure, subject to lender requirements. The important step is to quantify it before finalizing the request. Opening cash, receivable collections, supplier terms and seasonal needs determine what the new owner must have available.

Go deeper

Work through the details.

What is a sources and uses table for an acquisition, and how do you build one?

It is the first page lenders read, and it is where acquisition financings quietly go wrong: a line that was never in the table turns up at closing and has to be paid for by somebody.

Do lenders require a quality of earnings report to finance an acquisition?

In most lower-middle-market acquisitions the quality of earnings report is where the EBITDA the loan is sized on gets settled. Knowing what lenders want from it decides when to commission it and what it has to prove.

How do independent sponsors get debt financing without a committed fund?

An independent sponsor finds the deal and raises the equity for it one deal at a time. Lenders will finance that model, but their first question is always the same: is the equity real?

How do you finance an add-on acquisition for a platform company?

Once a company starts buying others, the lender stops underwriting one business and starts underwriting a group. The combined figures have to be built in a way a lender can check, and the credit agreement has to leave room for the next deal.

How much working capital should you finance when buying a company?

The seller usually keeps the cash. The payroll, the supplier terms and the slow month are yours from the first day. Size them before you size the financing.

What subordination terms will a senior lender require on a seller note?

Senior lenders will let a seller note be paid while their loan is outstanding, but only on their terms. A seller who first reads those terms at closing can reopen the whole deal.

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A confidential first conversation about a refinancing, an acquisition, growth capital or a sale.