Acquisition finance, from LOI to the second deal.

Getting the deal funded

The gap between committed equity and purchase price is where most acquisition financing conversations begin, and speed is usually worth more than the last few basis points of price.

• The Two Weeks That Kill Acquisitions
  Middle-market buyers lose signed deals in the gap between LOI and senior funding, not because the deal was bad, but because the money arrived late. Here's how the timing actually works, why senior lenders can't move faster, and how experienced acquirers fund the gap.
• Speed-Tiering the Capital Stack: Who Funds in 3 Days, 3 Weeks, 3 Months
  The right capital source depends as much on speed as on cost. A placement map for advisors: which lenders fund in days, which in weeks, which in months, what you trade for that speed, and how to stage a capital stack so a slow, cheap source doesn't miss a fast deadline.
• Bridge-to-SBA: Buying a Business While the 7(a) Approval Crawls
  SBA 7(a) financing is cheap, patient capital for buying a business, and slow enough to lose you the deal. Here's why the timeline runs long, where acquisitions die waiting, and how buyers bridge the gap to a 7(a) take-out without blowing up the SBA approval itself.
• Mezzanine Financing Below the Minimum Check: Where Sub-$2M Subordinated Needs Actually Go
  Every mezzanine fund has a minimum check size, and every fund sees good companies below it. Here's what happens to those borrowers, why the deals are worth tracking anyway, and how a referral layer keeps a declined file from becoming a lost relationship.
• Why Your Bank Stopped Calling, and Private Credit Won't Stop
  Private credit grew from a niche into a multi-trillion-dollar market by funding the middle-market companies banks walked away from. Why banks look away, and why non-banks say yes to the same file.

The diligence that moves the price

Earnings quality and the working capital mechanism are where a signed price becomes a different number. Both are decided on definitions agreed weeks earlier.

• Quality of Earnings: What a QoE Review Finds
  Where reported profit meets reality, and where signed deals most often die. What a QoE review tests, and which addbacks survive it.
• Pro Forma EBITDA vs Adjusted EBITDA: Underwriting a Company That Doesn't Exist Yet
  When you buy a business, the lender has to size debt against a combined entity that has never filed a tax return. That number, pro forma EBITDA, is where deals are quietly won and lost. Here's how a credit team builds it, and which of your assumptions they'll throw out.
• Addbacks That Survive Diligence vs. Addbacks That Don't
  Every seller adds back expenses to make EBITDA look bigger. Some of those addbacks are legitimate and survive a buyer's accountant; others vanish under scrutiny and take the price down with them. Here's the line between the two, whether you're buying or being bought.
• Working Capital Peg: How It Is Calculated
  The number that moves the real price after you have agreed it. How the peg is set, how the true-up works, and where buyers lose the most.

Structure: who carries the risk, and when

Seller notes, earnouts and rollover equity all move risk across the closing date rather than eliminating it. How they are documented determines who absorbs a miss.

• Seller Notes, Earnouts and Rollover Equity
  Three ways a seller stays exposed after closing. How each is documented, who carries the risk, and what a lender will count as equity.
• Term Sheet Anatomy: Every Clause, Translated
  A term sheet is short, dense, and written in a dialect most borrowers only encounter once. Here's a clause-by-clause translation, facility size, pricing, fees, covenants, borrowing base, guarantees, and the provisions that decide what happens when things go wrong.
• LOI to Close in 60 Days: A Capital-Readiness Checklist
  The deal doesn't die at the LOI. It dies in the 60 days after, when financing that should have been arranged in parallel is started from scratch. Here's the capital-readiness checklist that keeps an acquisition on schedule, organized by what a lender needs and when they need it.

Buying more than once

The second acquisition is underwritten differently from the first. Leverage stacks, integration costs land before synergies do, and a multiple that made sense standing alone can look very different inside a platform.

• The Second Acquisition Is the Dangerous One: Leverage Stacking in Roll-Ups
  Everyone braces for the first acquisition. It's the second one that quietly breaks roll-ups, because that's where leverage starts stacking faster than earnings. Here's how a credit team reads total platform leverage across deals, and how to keep the compounding working for you instead of against you.
• Platform vs Bolt-On Acquisition: Why the Same Company Sells for Two Different Multiples
  An identical company can be worth 5x to one buyer and 8x to another, and the difference has almost nothing to do with its financials. Here's what makes a business a platform rather than an add-on, why the gap exists, and how it changes both the price and the financing.
• The Bolt-On Playbook: What a $3M-EBITDA Company Can Realistically Buy
  The roll-up pitch assumes you can go shopping. But your balance sheet, your senior box, and your own management bandwidth set hard limits on what you can actually absorb. Here's the realistic buy-box for a mid-single-digit-EBITDA acquirer, and how each dollar of a deal actually gets funded.
• Why Serial Acquirers Command a Higher Multiple
  The buy-and-build pitch rests on one claim: get bigger and the market pays more per dollar of earnings. That's true, but not for the reason most decks say. Here's what multiple expansion actually rewards, and where the math quietly breaks.
• Integration Debt: The Cost Acquirers Miss
  Integration costs land before synergies do. What first-time acquirers underestimate, and how a lender reads the gap in year one.
• Roll-Up Red Flags: When the Pacman Pitch Doesn't Survive Underwriting
  Buy-and-build works, until it doesn't. The same roll-up story that expands multiples can collapse under leverage, integration load, and manufactured earnings. Here are the red flags a credit team looks for, so you can spot them in a pitch before a lender spots them in your file.

Run the numbers

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• DSCR & FCCR Calculator
  Coverage ratios with capex, taxes, distributions and rent, and which covenant binds first.
• Covenant Headroom Calculator
  Leverage, coverage and minimum EBITDA tests, showing which one binds and by how much.

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