We Acquire Profitable Businesses
ACQUISITION STRUCTURES
1 - Brick & Mortar
2 - Hotels
3 - SaaS
4 - Restaurants
5 - E-Commerce
6 - Closed
*** BRICK & MORTAR ACQUISITION STRUCTURE:
Offer: Full asking price.
Must have real estate.
Our LOI is NON BINDING so the seller may entertain other offers.
In order to offset our risk sellers must retain 40% equity for one year. Sellers co-sign for bank financing and receive the proceeds of the acquisition loan. Sellers must sign a 10 year non compete agreement. 4 year earnout (if applicable). We will purchase an additional 10% of the company per year for 4 years. We will endeavor on a best efforts basis to buyout the seller immediately. Seller does not have to operate the business if employees are capable of running the business or we will hire a GM from outside the company. All employees and particularly key employees will receive equity. If the owner stays to operate the business they will receive a generous salary and/or earnout in addition to their equity share of profit. All employees will receive working capital bonuses including the seller.
Total seller compensation:
- 60% of full asking price
- Profit split: 40%, 30%, 20%, 10%
- Annual Buyout
- Equity share of Working Capital Bonus
- Generous salary (if applicable) and/or earnout (If applicale)
- Equity share of Working Capital Bonus
- Equity share of refinance cashout
* If the seller does not have real estate or is not willing to retain equity and cosign for the acquisition financing then we have to do a quid pro quo management acquisition whereby we take over the business for 3 months until we acquire financing as the owner. If we do not acquire financing within 3 months ownership of the business reverts back to the seller. During the 3 month period the seller, the business broker/real estate broker and the buyer split the profit in thirds.
*** REAL ESTATE AQUISITION STRUCTURE:
Offer: Full asking price.
Sellers must retain 40% equity. We will endeavor on a best efforts basis to buy out the remaining 40% equity immediately or within 3-10 years.
Total seller compensation:
- 60% of full asking price
- Profit split: 60% / 40%
- Periodic Buyout
- Equity share of Working Capital Bonus
- Equity share of refinance cashout
*** SaaS ACQUISITION STRUCTURE:
We have funds in our consortium which finance the purchase of SaaS companies with at least $5MM EBITDA.
Total seller compensation:
- % of full asking price: TBD
- Profit split: TBD
- Periodic Buyout: TBD
- Equity share of Working Capital Bonus: TBD
- Equity share of refinance cashout: TBD
*** RESTAURANT ACQUISITION STRUCTURE:
Offer: Full asking price.
100% Seller Financing.
ACI will pay the broker fee (If applicable).
Our LOI is NON BINDING so the seller may entertain other offers. We will endeavor on a best efforts basis to pay off the seller immediately. Seller does not have to operate the business if employees are capable of running the business or we will hire a GM from outside the company. All employees and particularly key employees will receive equity. If the owner stays to operate the business they will receive a generous salary in addition to the earnout. All employees will receive working capital bonuses including the seller.
Total seller compensation:
- Full asking price
- Monthly Earnout (If applicable) OR Buyout OR Equity Split: 50%
*** E-Commerce ACQUISITION STRUCTURE:
Offer: Full asking price.
100% Earnout or Seller Financing.
ACI will pay the broker fee (If applicable).
Our LOI is NON BINDING so the seller may entertain other offers. We will endeavor on a best efforts basis to pay off the seller immediately. Seller does not have to operate the business if employees are capable of running the business or we will hire a GM from outside the company. All employees and particularly key employees will receive equity. If the owner stays to operate the business they will receive a generous salary in addition to the earnout. All employees will receive working capital bonuses including the seller.
Total seller compensation:
- Full asking price
- Monthly Earnout: 50%
*** CLOSED BUSINESS ACQUISITION STRUCTURE:
Offer: Full asking price.
Seller must pay restart costs. 100% Seller Financing. ACI will pay the broker fee (If applicable). Our LOI is NON BINDING so the seller may entertain other offers. Once the business is up and running at full capacity we will endeavor on a best efforts basis to pay off the seller immediately via bank financing. The seller will receive the proceeds of the bank financing up to the sale price not including working capital and/or line of credit. If the proceeds of rhe bank financing (not including working capital and/or line of credit) is less than the sale price the balance is paid from a TBD portion of the monthly profit or in the form of a seller note.
Total seller compensation:
- Full asking price
- Monthly Earnout (If applicable) OR Buyout OR Equity Split
INITIAL DUE DILIGENCE QUESTIONS:
- PRICE? (NO BIDDING OR STALKING HORSES. NO PRICE: NOT INTERESTED)
- GROSS?
- EBITDA?
- Owners staying or going? We like if owner stays as we are absentee owners but owners staying is not necessary.
- Why selling?
- Are they absentee owners?
- Can any of the employees run the business? We will give the key employees 5%-10% equity and the rest of the employees share in an equity pool of 5%-10%.
- How many employees FT/PT, contractors FT/PT?
- Current Debt? Liabilities?
- Cash on hand?
- Real Estate? If yes - We prefer lease to own for 5 years. If yes - Value? Mortgage Balance? Assumable mortgage?
PROCEDURE:
-NDA
-CIM
-PRELIMINARY LOI NON BINDING
-DUE DILIGENCE DOCS:
LAST 3 YEARS TAX RETURNS
LAST 3 YEARS FINANCIALS
YTD
LAST 12 MONTHS BANK STATEMENTS
CURRENT SERVICE CONTRACTS
A/R REPORT
-INITIAL BOARD VOTE
-REVISED LOI NON BINDING
-FINANCING APPROVAL
-SELLER CONFERENCE CALL
-NON BINDING PSA
-SITE VISIT
-FINAL BOARD VOTE
-FINAL BINDING PSA
-CLOSE