Business Acquisition Gap Funding
Address equity gaps, lender hold limits, and timing frictions in acquisitions and management buyouts. Submit one file through CLOSE to receive a lender-grade memo, a term sheet comparison from qualified counterparties, and a dated plan to closing.
The Problem
Purchase agreements set firm calendars. Senior lenders cap hold sizes or reduce leverage after diligence. Sellers expect cash at close with limited flexibility. The result is a defined shortfall across equity, fees, and working capital at completion.
The Impact If You Wait
Extensions raise costs and weaken negotiating position. Earnout and seller paper become more expensive. Key employees lose confidence and integration planning stalls. The window to close can narrow quickly.
Solve It Through CLOSE
CLOSE arranges capital that fits the SPA calendar and the senior lender requirements. Instruments include preferred equity to complete the equity check, mezzanine behind the senior facility with clear intercreditor terms, and short-dated bridge financing tied to refinance, dividend recap, or asset sale. Intake and document classification are AI assisted with human credit sign off. Execution runs through regulated counterparties. Where required, transactions are conducted under a broker dealer chaperone.
Target Profile And Quality Of Earnings
Revenue mix, customer concentrations, margin stability, and cash conversion. Independent QofE and working capital peg analysis preferred.
Transaction Structure
SPA terms, rollover equity, seller notes, earnouts, and escrow. Sources and uses with fees and taxes itemized and dated.
Debt Capacity And Covenants
Senior hold, pricing, amortization, and covenants mapped to base and downside cases. Intercreditor framework where applicable.
Capital Options To Close The Gap
| Instrument |
Use Case |
Tenor |
Security And Enhancements |
Typical Sizing |
| Preferred Equity |
Equity shortfall at signing or pre close |
2 to 4 years |
Distribution waterfall, consent rights, governance protections |
10 to 30 percent of capitalization |
| Mezzanine Debt |
Behind senior for hold limits and covenant buffers |
3 to 5 years |
Intercreditor agreement, junior security, covenants |
5 to 20 percent of capitalization |
| Acquisition Bridge |
Short-dated close with refinance or recap as takeout |
6 to 18 months |
Share pledges, cash control, step in rights |
Event linked sizing against takeout |
| Working Capital At Close |
Close the peg and integration costs |
12 to 24 months revolving |
AR and inventory eligibility, borrowing base rules |
Aligned to peg and cycle |
Terms are indicative and depend on jurisdiction, sector, collateral, and market conditions.
Risk And Bankability Signals
| Risk Theme |
Relevance |
Lender Takeaway |
| Quality Of Earnings |
Normalization, customer churn, and margin durability |
Independent QofE and working capital peg raise confidence |
| Leverage And Coverage |
Opening leverage and DSCR set residual capacity |
Forward free cash flow and hedging policy support structure |
| Retention And Integration |
Key people and systems are critical to plan delivery |
Retention pools and 100 day plans reduce execution risk |
| Intercreditor Alignment |
Rights across senior, mezzanine, and preferred equity |
Clear cure periods and step in mechanics enable additional capital |
Coverage Metrics And Sizing
| Metric |
Definition |
Typical Threshold |
| Total Leverage |
Debt to EBITDA at close |
Varies by sector. Often 3.0x to 5.0x |
| Interest Cover |
EBITDA to interest expense |
At or above 1.80x with rate hedging where relevant |
| Free Cash Flow To Debt Service |
Post capex and working capital cash to obligations |
Base case at or above 1.20x with downside tolerance |
| Working Capital Peg |
Normalized level required at close |
Evidence from trailing periods and seasonality |
Execution Workflow
1. Screening And Fit
Target summary, SPA terms, QofE status, model, debt terms, and sponsor profile. Binary read in three business days from a complete file.
2. Indicative Terms
Structure, pricing, tenor, covenants, intercreditor outline, and conditions precedent with a dated timetable to closing.
3. Diligence And Approvals
KYC and AML, legal and financial diligence, insurance, and intercreditor alignment. Approvals tracked in the portal.
4. Documentation
Facility agreements, security package, cash management, reporting schedules, and reserves. E signature and checklist completion.
5. Funding Mechanics
Conditions precedent met. Proceeds released under counterparty procedures to meet SPA funds flow. Post close integration plan monitored.
6. Monitoring
Covenant tests, cash conversion, and performance to the 100 day plan tracked inside CLOSE.
Submit Your Acquisition File On CLOSE
Provide sponsor details, SPA, QofE status, model, senior terms, and timetable. Receive indicative terms and a dated plan to closing.
Submit Your Deal on CLOSE
Financely Group provides advisory and arrangement services for professional counterparties through regulated partners. We are not a lender and we do not receive, hold, or transmit client funds. Participation is limited to accredited or professional counterparties where applicable. Transactions are executed through regulated institutions and, where required, under a broker dealer chaperone. All mandates are best efforts and subject to KYC, AML, sanctions, verification of materials, third party approvals, and market conditions. Minimum preferred transaction size is USD 10 million.