Acquisition finance – 15 pitfalls to avoid

According to the Office of National Statistics (ONS) Mergers & Acquisitions Report in September 2021: there were 817 M&A transactions of UK companies, with a value over £1m in 2020. Of these 817 deals, 433 related to acquisitions of independent UK companies as opposed to subsidiaries of larger groups. The total value of these independent transactions was £8.6bn.

As one would expect, that figure is skewed by a few very large deals, with the top 25 deals accounting for 50% of the total.

Academic studies have estimated that failure rates for M&A range between 50% and 83%. Given the amounts involved, one has to ask: why embark on acquisitions at all?

Reasons to pursue acquisitions

The global management consultancy firm, McKinsey, suggests there are 6 main reasons to pursue an acquisition strategy:

Improve the performance of the target
Consolidate excess sector capacity
Accelerate market access for the buyer’s products/services
Acquire skills or technology faster or at lower cost
Scale quicker
Develop a likely winner quicker

Pitfalls to avoid

There are pitfalls for potential borrowers to avoid when it comes to putting in place the debt piece of the funding structure. This is not an exhaustive list, but here are 15 things you should avoid in your search for debt finance to support an acquisition or management buyout.

1. Don’t buy the wrong business

What’s the strategic rationale for this deal? Market position? Margin enhancement? Technology? If there is a compelling logic, which is communicated clearly, it will be of more interest to lenders.

2. Don’t overpay

The right price is not necessarily the one the vendor accepts, even if you have negotiated them down. Ensure multiples make sense. If it’s not affordable, funding sources are likely to evaporate.

3. Don’t assume lender interest

Other things being acceptable, lender appetite for acquisition finance declines from company acquisitions, MBOs, BIMBOs (MBOs with external participants) with MBIs being least favoured.

4. Don’t pay all the consideration on completion

Lenders prefer and expect an element of the consideration to be deferred, ideally over multiple years. Of course, vendors prefer it all up front! No one said acquisitions were easy!

5. Don’t expect lenders to fund the whole structure

The acquiring team will need to contribute, anything from 10% to 40% of the consideration.

6. Don’t skimp on the financials

The acquisition team will need to prepare a well-considered and detailed profit & loss, balance sheet and cashflow forecast for at least 3 years. This forecast needs to bear some relation to historic performance. Revenue growth and margins will not suddenly increase when the new owners take charge. They may do so over time but would still need to be realistic to sector norms.

7. Don’t omit sensitivity analysis

Stress test your model. How do the post-acquisition financials look with revenues down 30% or margins reduced by 10%, or a combination of the two?

8. Don’t be unrealistic about the cost of funds

While a secured loan from a mainstream bank may be at 4% over base, it’s more likely your costs will be in the high single figures to low teens.

9. Don’t forget deal costs

Factor in professional fees, due diligence costs & legal expenses. Due diligence fees are usually paid prior to completion.

10. Don’t ignore security

Security, ideally in the form of quality property assets, is preferred and will increase funding sources and enhance terms.

11. Don’t overestimate the appetite for cash flow-based lending

There are fewer sources of these funds. Cash Flow lending multiples are from 2 to 2.5 x most recent EBITDA, not the forecast, post-acquisition EBITDA.

12. Don’t assume flexible repayment terms

The normal term loan is fully amortised with monthly repayments of capital plus interest over a maximum term of 5 years. There are variations to this and some lenders, SME Capital included, offer flexibility in this area, but it’s prudent to start here.

13. Don’t forget that the acquiring team is crucial

Especially, having a strong finance professional on board is crucial when it comes to an acquisition. The financials may be great, the strategic logic compelling but if the acquisition team does not have the relevant experience and skills, it’s going to be an uphill struggle.

14. Don’t under-estimate how long it takes

While indications of appetite and indicative offers may be received within a few weeks, to secure a credit-backed decision and complete it will be a 2/3-month process.

15. Don’t celebrate too early!

The deal is not completed until the term sheet is agreed, offers are in place, due diligence accepted, legal documentation completed and funds transferred.

Closing remarks

Navigating these items successfully will put you in a better position with the lenders you, or your corporate finance adviser, approach. The lending process usually starts with a conversation and SME Capital welcomes the opportunity to discuss potential deals early in the process.

Author: Adrian Reeve