Growth Story Underpinnings of Acquisition Financing

Posted on: September 20th, 2023

acquisition-financing

At their core, all acquisition financing deals have a big idea, something transformational that will transmute a lowly asset into high valued form. This is also commonly called the growth story and it is a well-trodden path of independent sponsors with special skills be they operational, business development or diversification. Often the sponsors ability to articulate their growth story exceeds their ability to deliver the growth.

Nonetheless, growth story articulation is the key element to generating interest from an acquisition financing lender in the first place. The ability to develop and deliver the growth story often is the difference between hooking the interest of the acquisition financing or not. Acquisition financing lenders are constantly bombarded with deals with widely varied levels of presentation quality. Sometimes the presentation is extremely well produced with clear and understandable description. Sometimes the deal looks as if it was prepared by a rookie with little attention to substance and presentation quality. Time is the most important resource an acquisition financing lender has. They do not waste their time on deals that are minimally described in lackluster presentation formats. It does not matter how strong is or how stellar the financial performance has been.

If the sponsor does not take the time to frame out the growth story in a manner that is relatable, quantifiable, and credible, the acquisition financing lender will likely take a pass on the deal. Acquisition financing lenders like highly detailed presentations that map out the steps in the growth journey. The proper level of detail in the growth story suggests to the lender that the sponsor is aware of and prepared to manage the market and operational complexities inherent in the growth plan. When the growth story is strong, it is a prism of understanding for the acquisition financing lender, and results in a higher probability of lender attraction. When presented properly, the lender will immediately be able to get a handle on the risk of the acquisition and quickly decide if the deal works for them.

As new acquisition financing credit funds pivot to non-private equity sponsored deals, many lack experience with the asset class. Non-sponsored deals such as direct loans to companies or loans to independent sponsors making acquisitions are quite different from private equity backed deals and require a different thought process and engagement style from the lender.

During their underwriting processes, acquisition financing providers analyze probable performance projections for their proposed borrowers. The underwriter often toggles between a few scenarios to sensitize the growth variables leading to slower revenue and margin growth over time. The lender’s underwriting view is usually an extension of its credit intelligence and historical experience.

Mezzanine debt loans occupy the risky echelon beneath the bank but ahead of the equity in a capital structure. They are naturally subordinated to the bank loan via an intercreditor agreement wherein the senior lender retains the power to block their interest or force them to standstill.