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February 28, 2024 • 15 mins

Unlock the secrets to multi-million dollar deal-making with M&A maestro Russell Cohen in our latest podcast episode. He's peeling back the curtains on the recent $100 million roofing company acquisition, revealing the pivotal role of funding structures in large-scale M&A. This is not just another business talk; it's a rare opportunity to absorb the wisdom of a seasoned professional who has navigated the high seas of private equity groups and lived to tell the tale.

Russell, alongside your co-host Jeremy Wolf, dissects the critical differences between private equity groups with committed capital and those scrambling for funds. This discussion is a treasure trove for entrepreneurs and business owners looking to understand what it takes to secure successful funding and why having an ace M&A advisor by your side is non-negotiable. Tune in for a masterclass on the art of the deal and equip yourself with the insider knowledge to ensure your next business move is not just a step, but a giant leap forward.

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Episode Transcript

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Speaker 1 (00:02):
Welcome to the South Florida M&A Advisors podcast,
your trusted M&A team.
Here's your host, Russell Cohen.

Speaker 2 (00:13):
Hello everyone, welcome back to the South
Florida M&A Advisors podcast.
I'm your co-host, jeremy Wolfe,joined by your host, russell
Cohen.
Russell, how are you doingtoday, brother?
Doing great.
How you doing, jeremy, I can'tcomplain.
Happy Monday to you.
I got a great weekend storehere and I know we did a couple
of segments before.
We were kind of dissecting andunpacking the recent $100

(00:35):
million deal that you did forRoofing Company up on Palm Beach
I believe it was, and we weregoing through and kind of again,
like I said, dissecting thedifferent components of a
transaction like that.
So I thought today you couldtalk a little bit and give an
overview of the fundingstructure that's typically
involved with a large scale M&Adeal and how that relates to

(00:57):
other deals or other sites.

Speaker 3 (01:00):
Yeah, my pleasure.
So you know more than likely.
Most of these companies thatare trying to acquire your firm,
for example, are private equitygroups and most of the time
you're an add-on acquisition.
The private equity group buystheir main platform that might
have anywhere from a five to $10million EBITDA plus, and they

(01:25):
buy the main platform and thenthey start doing add-ons to
augment the valuation of thatplatform.
So the add-ons come fast andfurious.
But you know, once again, theseare professional buyers and
they know how to structure deals.
They understand they've beendoing it their entire life,

(01:45):
basically from you know, justcoming right out of college to
get involved in private equity.
So you're at a humongousdisadvantage and that's why you
need a professional M&A visor toguide you through many
different areas of the M&Atransaction, but with funding.
So if it's a private equitygroup and they have committed
funding, that means they havemoney committed, earmarked in

(02:09):
the bank, ready to go, okay, andthey could just they could fund
it, but what happens is theydon't fund 100% of the down
payment.
So, for example, if somethingis, the business is going for
$10 million per se and they'repaying the other $9 million
upfront.
Let's give an example make itsimple.

(02:30):
They're not taking $9 millionout of their bank account.
What they're doing is they'reprobably taking about 30% of
that $9 million down payment 2.7, and then they're going out and
getting what they call seniordebt Okay, and they will get,

(02:53):
you know, debt.
They'll get debt lenders, okay.
So if they're not, if they arefunded, that's how they're going
to do it.
They're going to put afractional part of the down
payment from their own money andthen they're going to find
additional financing If, ifthey're, if they're not funded,

(03:15):
they have to then go out and getequity investors Okay, where?
Which is that 30% I was talkingabout?
Okay, and also debt lenders.
So so you, when you're dealingin private equity, either
they're funded or not funded,and that will dictate how tough

(03:37):
it will be to get the money.
It's always better to havecommitted capital.
If they have committed capital,then they have the equity to
put down and have to get thedebt lenders.
If they don't have committedcapital, they're getting funding
for the entire amount, andthat's where you could hit major
, major challenges in the trendsin the transaction.

(03:58):
For example, in our roofingtransaction, $100 million deal,
this particular private equitygroup this was their first
acquisition, they did not havethe equity and they did not have
the debt.
So they were raising $70, $80million for their equity because

(04:21):
they were going to doadditional acquisitions, so they
had to raise a whole bunch ofthe initial money, they had to
get their equity investors andthey had to get their debt
lender.
So we were faced with multiplechallenges on that particular
Transaction.
So so what?
What you need to take away fromthis is when you're, when we're

(04:43):
working with business ownersand we are Dancing with private
equity I love that saying youneed to know if the private
equity group has committedcapital.
If they have committed capital,then they're just getting there
.
They're just getting their debt.
Lending the senior debt, okay,that's it.
And if they don't havecommitted capital, you got a

(05:04):
journey.
You got a journey on your handsand, with higher interest rates
, creates More challenges aheadin the in the M&A transaction.
It's a very confusing process,especially for a first-time
business owner trying to selltheir business, because they
just think the private equity isjust gonna write a check and it

(05:26):
doesn't happen.

Speaker 2 (05:29):
Yeah, definitely Confusing, and obviously the
larger the scale of the deal,the more confusing it can be.
So go back a little bit.
Right, how, how do the size andcomplexity of the deal impact
the funding options available,starting from, let's say, a
business that you know might bea few million dollars?
Right, and it's?

(05:49):
It's maybe a more traditionaltype of structure where You're
not having to necessarily go toprivate equity and explore
different options.
How, where does one go fromthere?
Obviously, cuz I think of it interms of I think most people
think of it in terms of you goto a bank, you get a loan, sure,
right, what's?
What's the next step beyondthat when you can't secure
traditional financing, financingoptions?

(06:09):
What does that look like?

Speaker 3 (06:10):
SBA goes up the five million and and, and then the,
the SBA lenders can do a secondloan, probably for another two
to Potentially five million.
So so, yeah, so there's SBA andadditional financing out there
with the big banks, but it hasto be the right business and has
to have a great EBITDA,basically.

(06:33):
But once you start dealing withPrivate equity, groups are not
using SBA, basically it goes, itgoes.
You know the.
The deal structure can happen alot of different ways.
You know, if you have a tenmillion dollar deal, a lot of
times the private Private equitygroup would want you to take
roll over equity.
What?

(06:53):
What basically means is thatyou are leaving 10% behind and
now you're partners with theprivate equity for 10%.
Sometimes they do an earn outto reach the higher price.
Sometimes an earn out could becould be 10, 10% of the purchase
price, based on achievingcertain levels of EBITDA.
Sometimes it's based on sales.

(07:14):
So that's how they bridge thegap to get to that 100% by doing
a roll over equity.
Sometimes that's 10, 20% andsometimes the the earn outs can
be Anywhere from 10 to 20% also.
So, from a standpoint, whenyou're, when you're taking old,
when you're taking roll overequity.

(07:34):
Okay, you're getting equity inthe new company that's buying
you.
The problem is you have equityand you will not see that, that
Equate, that roll over equity,until that private equity group
really sells the platform.
When they sell the wholePlatform and all the add-on
acquisitions together at ahigher multiple and they

(07:54):
typically will sell Anywherefrom seven to ten years at tops
they will sell that entirePlatform a greater multiple and
you'll get a they call it thesecond bite of the apple where
potentially that 10% roll overequity Could be bigger than what
you got on the first timearound, providing that the
private equity group had asuccessful.

(08:14):
You know all the, all theplatforms and add-ons did well
and they and they had a greatEBITDA.
They can sell it for greatermultiples and that's why people
invest in private equity,because they get these great
returns upon the.
They get returns while they'reinvested in it, but they also
get great returns when they whenit's sold.
So it's a tricky.

(08:36):
It's a tricky endeavor.
Obviously an M&A advisor andattorney you got to build a team
around yourself or trusttrusted advisors to guide you
through it.
But you know it's it's verycommon steel structure that
we've seen.

Speaker 2 (08:51):
Yeah, no, that's.
That's why you're out there,man, doing what you do is this
complex stuff.
I'm curious what are someChallenges or obstacles that you
faced?
I mean, in case you could talkabout this, this hundred million
dollar deer or other deals thatyou've had in the past, and how
did you get past thoseobstacles, when we're talking
about the financing and the debtstructure?

Speaker 3 (09:10):
Yeah, on the on the large roofing transaction, we
had a double challenge where youhad a brand new company raising
their equity for the first timeand getting debt for the first
time Because they were raisingfunds for additional
acquisitions.
So it was, it was, you know, afull, full array of problems

(09:31):
trying to do that.
But you know the seller has tohave current books and records.
The books and records can't besix months old.
They need like current pain,else like year to date.
So if you're behind on your, ifyou're behind on your books and
records, then excuse me, I'mbuying fun.
If you're behind your books andrecords, that will make it very

(09:52):
challenging.
So in this particular situationthey were raising funds, trying
to raise funds, you know, $100million, let's say, without with
an old P&L from the firstquarter, and we were sitting
June, july and August and theydidn't have a current year to
date P&L.
So one of the issues going outto these equity investors and

(10:15):
and and debt lenders that theyhad old in their eyes, old
numbers, and one of thechallenge was that the
controller was moving veryslowly because he was trying to
run, you know, do the work ofthe company plus carry on a

(10:35):
quality of earnings at the sametime, plus keep the numbers
current.
And then he hit a healthproblem, which he then had to
resign, which then created ahuge problem.
And we then pivoted and got afractional CFO which by the end
of August, beginning ofSeptember, we had current
numbers and and then the private, then the private equity group,

(10:57):
was able to go out to themarket and get the funding
within 45 days and allowed us toclose on the transaction.
So if we had current numbers andwe didn't run into the CFO you
know, quitting and if you didn'thave health problems, then we
could have had probably wouldhave had less issues with

(11:22):
funding.
We just it was like we didn'thave the numbers.
It was a challenge raising thatmuch money because of the
rising interest rates andenvironment.
So it was just became a wholebottleneck, you know.
So that was a very bigchallenge, but we were to get
through it.

Speaker 2 (11:40):
So what due diligence is typically conducted by the
lenders or investors whenproviding funding for an M&A
deal?
What goes into that?
How do they kind of underwritethat aspect of it?

Speaker 3 (11:53):
Well, I mean there's a, there's something called the
data room and the entire filelike five to six different
layers of diligence, fromfinancial due diligence, legal
human resources, insurancebenefits, the whole.
They have access to everything.
They also have probably haveaccess to the quality of

(12:14):
earnings and they also do abackground check on the seller.
So you know, as an M&A advisornow, you know, I know now to ask
a seller, you know they'regoing to do a background check.
So if you have issues, they'regoing in the partnership with
you.
Yeah, best to bring it.

Speaker 2 (12:32):
Bring it to the table before they find everything to
the table before Right andeverything we know what we're
looking at.

Speaker 3 (12:39):
Yeah, because you know, listen, we're.
You know, everyone was youngonce and people people you know
do things that they, you know,30 years later you're like what,
what were you doing?
But you know so people haveissues in their past and it gets
, gets brought back up andsellers will not feel good about
it, no doubt.
So, yeah, it's, it's like acolonoscopy second time.

Speaker 2 (13:01):
Really, you know so yeah, now I can see how this
this process can be extremelycomplicated and Requires you to
have, like you said, a team ofextremely qualified
professionals.
You know from what you do asthe advisor to the team of
accountants, attorneys and tohave this in place, you have a

(13:22):
lot of smart people dissectingthese deals to make sure that
it's beneficial for all partiesinvolved.
There's a lot, of a lot ofmoney having a lot of experts in
their field.

Speaker 3 (13:31):
Look at your company and it's an uncomfortable
feeling.

Speaker 2 (13:36):
But it's a necessary.

Speaker 3 (13:37):
Necessary, that's the word it was necessary because
there's a lot of money changinghands and and you're, you're
repping that this company makesmoney and and there's a lot of
risk involved in what's going on.
So, yeah, everything must youknow, everything must,
everything must check out,everything must be, you know,
checked and eyes dotted and teescrossed.

(13:57):
Basically you know.

Speaker 2 (13:59):
Yeah, makes perfect sense.
Anything else you want to shareon this topic before we wrap
this one up?

Speaker 3 (14:05):
Just talk, talking to those business owners.
Don't go it out alone.
Once again, these buyers areprofessional buyers.
They do it on a daily basis andand you're an expert in your
field Get your trusted advisorteam together and work together
with the advisors.
Trust me, life will go a lotbetter, no doubt.

Speaker 2 (14:26):
Yeah, I mean I certainly could say I, if I got
to a point where I needed tosell a business I had, I had
grown from a scratch, I woulddefinitely not want to go out of
the loan.

Speaker 3 (14:34):
I mean I would, I would seek outside help 100%
because yeah, because every timeyou you call a buyer or their
team, you're just showingmotivation from your side.
So it's always better to hidebehind the advisor and Get the
right advice, no doubt.

Speaker 2 (14:52):
All right, sounds good.
Russell, always a pleasure.
And To our listeners, thanksfor tuning in.
We will catch you all next time.
We want to take care.

Speaker 1 (15:03):
Thanks for listening to the South Florida M&A
advisors podcast.
For more information, visitSouth Florida MA com or contact
954-646-7651.
Advertise With Us

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