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Earn-Outs Pt.3: Maximising the Chance of a Sale Through Owner Financing


So how can a seller maximise the chances of achieving a satisfactory sale - and getting their money, in full and on time?

It's a balancing act between setting terms that protect them and set repayments over a time frame that is satisfactory to them, and making the deal affordable and attractive to the buyer. Henry Edjelbaum, managing director of ASC Finance for Business, which helps acquirers raise finance, cautions sellers against weighing the terms too much in their own favour.

"Most people look at interest rates but they're not always the most important thing - it's also the repayment term.

"The seller wants to get their money back as quickly as possible so they have the least capital pressure, but there are two diverging interests that have to meet. The seller terms can't be too tough.

"If the seller asks for repayments larger than the capital the business can raise, then that's not going to work."

As well as making the deal affordable, the seller needs, rather like a bank does, to be sure that the buyer has the right qualities to make the business a success.

But if a buyer does prove troublesome, says Ken Walters, a business advisor who trades as The Business Exchange, the former owner isn't entirely powerless to penalise him and force adherence to the terms of the promissory note.

"I'm a believer in practical power, which is more important than legal power.

"If the seller owns the premises, there is a degree of practical power. If the buyer messes him around in any way he can potentially - subject to the sale agreement - lock the door.

"Another example could be where you could sell me your business, but maybe I could rent the equipment or brand name from you. So if I default on payments then I'm no longer allowed to the equipment or brand.

"I try and tease out the practical power element in any deal.

"What I try and avoid is litigation between the buyer and seller, so if a buyer defaults regularly, rather than them go to lawyers, I prefer it to go to arbitration, and that will be a clause written into the sale agreement."

Overall, he concludes, "it all requires wisdom and common sense to create a genuine win-win situation for all parties. For a seller financing deal to be successful, you need to do financial forecasts and financial modelling, and repayments need to be sustainable."

Who tends to propose owner financing - the buyer or seller?

"It's not in the seller's interests to put it on the table first," says Richard May of business brokerage TSL Business Sales. "If he can get paid all in one go then why shouldn't he?

"I've got one this week where the purchaser has said, 'if I'm to make an offer, there will need to be an element of vendor finance. Are you interested in proceeding or not?'"

Edjelbaum agrees that the process is usually "buyer-driven. Usually a professional advisor, such as an accountant, will request vendor financing for their client."

Roland Stringer's dating agency acquisition is a case in point. A trained accountant, he was well versed in 'creative' financing.

"We suggested it," he recalls. "It's a technique that I'd seen used mainly in MBOs, where a big company will dispose of a subsidiary it no longer wants by helping the management and offering the loans themselves.

"Our experience allows us to explore innovative ways of putting the deal together in a way that satisfies both parties."

Over in the US, says Tony Calvacca of New York Business Brokerage, things are somewhat different, where buyers "predicate their interest on how a business is positioned for financing.

"Typically, the broker and/or the seller themselves will, if they're knowledgeable, structure the terms prior to marketing the business, because if terms are left to be discussed and there's ambiguity when it's marketed then you'll get far fewer responses.

And with credit markets still parched, he adds, "brokers are starting to broach that topic even earlier on with sellers."

The UK market, which still lags far behind its US counterpart when it comes to owner financing, might eventually ape its American counterpart out of necessity.

Read the first instalment  or second instalment of the earn-outs series.

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