Business Acquisition Financing: Indicative Term Sheet
Financely structures, underwrites, and places acquisition finance for qualified buyers. Facilities include senior, unitranche, and mezzanine tranches. Where equity is short, we arrange gap solutions alongside the buy-side process. Bank, lender, and counsel costs are for the client’s account and fall outside our fee scope.
Key Parameters
Eligibility
- Corporate buyers, sponsor-backed platforms, or management teams with a clear acquisition plan.
- Audited or review-level financials on the target and buyer.
- Clean ownership and source of funds passing KYC/AML.
- Indicative facility size: USD 5M to USD 200M. Smaller or larger by exception.
Use Of Proceeds
- Purchase consideration, fees and taxes, refinancing of target debt, and growth capex as agreed.
- Working capital at close may be included subject to lender approval.
Facility Types
- Senior:
amortizing or bullet, covenant-based.
- Unitranche:
single blended tranche for speed and certainty.
- Mezzanine:
subordinated, cash/PIK mix, warrants possible.
- Gap financing:
seller notes, preferred equity, holdbacks, earn-outs.
Tenor & Pricing
- Tenor: 3 to 7 years typical. Unitranche often 4 to 6 years.
- Pricing: lender driven; margin reflects leverage, cash flows, and jurisdiction.
- Security: share pledge, all-asset debenture, guarantees, and account control as required.
Jurisdictions & Governing Law
Financely arranges cross-border deals with documents typically governed by New York law or English law. Local security follows the law of the collateral location. Execution focus includes:
- United States & Canada:
Delaware or New York law documents; UCC filings and intercreditors as applicable.
- United Kingdom & EU:
English law facility documents; local perfection and registrations in member states.
- Middle East (UAE) & GCC:
onshore and free-zone structuring with local counsel and pledge registrations.
- Africa (selected markets):
deals proceed with local counsel for exchange controls, approvals, and security filings.
- Other jurisdictions by review. Sanctions, AML, tax, and FX rules apply in full.
Underwriting & Execution Process
1
Intake & Screening
Buyer profile, target overview, historicals, forecast, and structure. Initial KYC/AML and conflict checks.
2
Indicative Terms
Debt sizing range, leverage guardrails, proposed tranches, security, covenants, and timeline.
3
Due Diligence
Financial, legal, tax, commercial, and operational workstreams in a secure data room. Draft LMA or NY-style documents.
4
Structuring & Approvals
Credit memos, IC packages, term sheet finalization, intercreditors, and CP checklist with counsel.
5
Closing & Funding
CPs satisfied, security perfected, funds flow agreed, and drawdown at completion.
Fees & Economics
Note: OID, ticking fees, and call protection are lender specific and disclosed in the lender term sheets.
Security Package & Covenants
- Share pledge over the acquisition vehicle and target; all-asset security where required.
- Parent or sponsor guarantees if leverage or cash flows require extra support.
- Debt incurrence, distributions, capex, and M&A baskets sized to the agreed model.
- Reporting: monthly management accounts, quarterly covenant tests, annual audited financials.
Gap Financing Options When Equity Falls Short
We can combine one or more of the following to close the equity gap:
- Seller note with intercreditor agreement and payment deferral.
- Preferred equity with PIK coupon and waterfall priority.
- Mezzanine tranche sitting beneath senior or unitranche.
- Earn-out and holdback tied to performance KPIs.
Request Your Term Sheet
Share buyer profile, target details, EBITDA, purchase price, and available equity. After screening we prepare and send an indicative term sheet with structure, fees, and next steps.
Request Your Term Sheet
This is a non-binding, indicative term sheet for discussion. All facilities are subject to due diligence, full KYC/AML screening, lender credit approval, legal documentation, and jurisdictional requirements including security perfection, tax, FX, and sanctions compliance. Financely acts as arranger and underwriter and does not guarantee funding.