Successfully engineering and completing the funding of a management buyout via a leveraged financing is a challenging issue for Canadian business people and financial managers who wish to complete a buy in financing to a company they are associated with.
Let’s examine some practical tips and strategies for getting ‘ unstuck ‘ on a transaction such as this.
The best ‘ tool ‘ you have in an LBO /MBO type deal is of course the seller’s financial statements. That’s where it all begins. While year end statements are a must it goes without saying that interim financials help you piece together and complete the story as ‘ up to date ‘.
Purchasors and your financiers will want a proper representation of specific assets and liabilities on the balance sheet. Great care should be taken in qualifying key assets such as accounts receivable… from a simple point… are they collectible?!
Naturally there is no guarantee that any existing or future A/R item will in fact be collectible, and no one is going to guarantee that for you. Some solid credit checks on the quality of the A/R base is highly in order, as well as looking at historical payment trends of the client base. You also want to ensure there is no right of set off against the receivables, and it certainly not uncommon for us to see the A/R as often the largest asset on the balance sheet.
A great strategy for Purchasors contemplating a leveraged management buyout funding is to make some sort of agreement on the ability to ‘ rejig ‘ the final price subject to A/R collectibility. Naturally owners of the company might be reluctant to do that.
Is there anything trickier than ‘ inventory ‘ with respect to classifying quality and true value of inventory, which might of course be raw materials, work in process, or finished goods. Make a solid effort to quantify the quality of the inventory you are purchasing with respect to issues such as obsolescence.
Plant and equipment should always be appraised in some manner on funding a management buys in. This quite frankly protects all parties, and we urge clients to complete an appraisal that includes some component of fair market value, orderly liquidation value, and forced liquidation. Those numbers will vary significantly in any appraisal and play a key role in the way in which assets are financing in a real management buyout. It goes without saying of course that the purchaser should ultimately be comfortable with the quality and condition of the fixed assets on the balance sheet they are contemplating financing.
Don’t forget also to look any leases or contracts that might be in place via the current business owner. You will want to make sure these are assignable to yourself in the event of a completed sale.
In Canada you can complete a successful funding of a management buyout via an asset based lender, or a private equity firm. A great deal occurs when you have a company that is both profitable and has key assets that are financeable, i.e. the receivables, inventory and equipment we highlighted earlier. Speak to a trusted, credible and experienced Canadian business financing advisor for assistance in successfully completing you buy in via a leveraged funding.