M&A And Acquisition Finance
Business Acquisition Guide for Independent Sponsors
Independent sponsors win by controlling process, not by improvising.
The hard part is not “finding a deal.” The hard part is building a lender and investor grade file fast enough to secure a credible capital stack before exclusivity runs out.
This guide is a step-by-step execution playbook: deal origination, LOI tactics, diligence sequencing, capital stack design, lender decisioning, and closing mechanics.
It is written for sponsors who want a repeatable process and fewer preventable blowups.
If you want lender decisioning and a structured submission path, see What We Do
and submit via Submit Your Deal.
Step 1: Define Your Acquisition Box
Start with constraints, not ambition. Your acquisition box should define industry, business model, margin profile, minimum EBITDA, customer concentration tolerances, and acceptable leverage.
The goal is simple: deals you can finance on market terms.
Minimum Screening Criteria
- Stable cash flow and defensible unit economics
- Clean revenue recognition and low refund or dispute rates
- Documentable customer contracts or recurring relationships
- Operational predictability and manageable capex
- Owner dependency addressed with transition plan
Red Flags That Kill Financing
- Single customer concentration without a mitigation plan
- Weak financial controls, messy books, or cash basis opacity
- High churn, high returns, or volatile gross margin drivers
- Regulatory risk with no compliance infrastructure
- Claims that cannot be tied to verifiable evidence
Step 2: Build A Repeatable Deal Sourcing Engine
Sourcing is a pipeline game. Independent sponsors typically run parallel channels: proprietary outbound, intermediated inbound, and referral networks.
The difference between amateurs and closers is tracking, follow-up cadence, and thesis consistency.
Operator principle:
every serious conversation should leave a paper trail: teaser, NDA, CIM, Q&A log, and next-step date.
If it lives in chat threads, it will die in chat threads.
Step 3: Qualify Fast With A Buyer Lens
Your first pass is not “does this business sound cool.” It is “is this financeable and closeable.”
You want to detect fatal issues before you spend diligence dollars.
| Workstream |
What You Ask For Early |
What You Are Testing |
| Financial quality |
Last 3 years financials, TTM, bank statements, AR and AP aging |
Reliability of EBITDA, working capital needs, seasonality |
| Customer concentration |
Top customers, contracts, renewal terms, pricing logic |
Revenue durability and renegotiation risk |
| Operations |
Org chart, key staff, systems stack, supplier dependencies |
Owner dependency and execution risk |
| Legal and compliance |
Licenses, claims history, material litigation, IP posture |
Hidden liabilities and non-transferability risks |
| Capital structure |
Debt schedule, liens, covenants, seller notes, leases |
Security conflicts and refinance feasibility |
Step 4: LOI Strategy That Protects You
An LOI is a risk allocation instrument disguised as a handshake. It should lock key economics while preserving your ability to walk if diligence fails or financing is not obtainable on defined assumptions.
Terms That Matter
- Purchase price mechanics and working capital peg logic
- Exclusivity length aligned to financing and diligence timeline
- Access rights, data room requirements, and management meetings
- Seller rollover and seller note structure if applicable
- Conditions: financing, diligence, and definitive documentation
Negotiation Levers
- Speed and certainty premium, not rate shopping chaos
- Earnouts to bridge valuation gaps when justified
- Rollover equity to align incentives and reduce cash need
- Representations and warranties posture and escrow sizing
- Transition services and owner handover plan
Step 5: Diligence Sequencing That Preserves Time And Money
Diligence should be staged. Start with what can kill the deal, then expand.
Independent sponsors often burn time by running deep diligence before confirming financeability.
Sequencing rule:
confirm quality of earnings drivers and working capital dynamics early.
If cash conversion is ugly, leverage will be constrained and your equity check grows.
Stage 1: Fatal Risk Tests
- QoE light review and revenue recognition
- Customer retention and contract transferability
- Liens, litigation, and regulatory exposure
- Key employee retention and owner dependency map
Stage 2: Deep Underwrite
- Full QoE and normalized EBITDA bridge
- Working capital seasonality and peg calibration
- Supplier concentration and pricing pass-through
- IT, cybersecurity, and process risk review
Step 6: Build The Capital Stack Like A Credit Investor
Your capital stack should be designed around lender constraints, not sponsor preferences.
Most acquisition stacks are a combination of senior debt, sponsor equity, and occasionally mezzanine, preferred equity, or seller financing.
| Capital Layer |
Role In The Stack |
Key Underwrite Inputs |
| Senior secured debt |
Primary leverage, lowest cost tranche |
Cash flow stability, DSCR, leverage, collateral and covenants |
| Asset based revolver |
Working capital liquidity against AR and inventory |
Eligibility, dilution, reporting, field exams, controls |
| Mezzanine |
Fill leverage gap, increases purchase capacity |
Intercreditor, free cash flow, covenant headroom |
| Preferred equity |
Equity gap filler with defined economics |
Waterfall, sponsor promote, cure and control rights |
| Seller note and rollover |
Alignment and reduced cash at close |
Subordination terms, maturity, performance triggers |
Step 7: Package The Deal For Lender Decisioning
You do not get term sheets with scattered documents. You get term sheets with a coherent lender-grade package.
The lender wants a file that reads like an internal credit memo: clear, conservative, and supported by evidence.
Core Lender Pack Components
- Executive deal narrative with risk factors and mitigants
- Sources and uses and post-close liquidity schedule
- Normalized EBITDA bridge and sensitivities
- Debt schedule, leverage, coverage, and covenant targets
- Collateral summary and security package plan
What Breaks Underwriting
- Undefined add-backs and optimistic projections
- No working capital narrative or seasonality controls
- Owner dependency ignored or minimized
- Customer concentration with no contract evidence
- Missing compliance and KYC readiness
Step 8: Run A Controlled Term Sheet Process
Term sheets are a process output. You want structured outreach waves, consistent package versioning, and a decisioning log.
The goal is competitive tension without creating confusion or credibility loss.
Process:
build once, submit many. Rebuild only when new diligence changes the credit story in a material way.
Step 9: Negotiate Documentation And Protect Closing
After a term sheet, the work becomes legal, operational, and timeline management.
The typical failure mode is ignoring covenant mechanics, closing conditions, and security perfection requirements until the last week.
Documentation Topics That Matter
- Covenants: leverage, fixed charge coverage, liquidity, reporting
- Events of default and cure periods
- Mandatory prepayment and excess cash flow sweeps
- Collateral and security perfection deliverables
- Closing conditions and deliverables schedule
Closing Timeline Controls
- Dataroom discipline and document naming conventions
- Weekly diligence tracker with owners and due dates
- Third-party reports: timing, scope, and reliance letters
- Insurance certificates, consents, and landlord estoppels
- Funds flow draft early, not on the eve of closing
Step 10: Post-Close Operating Cadence
Independent sponsors lose deals after closing by treating lenders like a one-time hurdle.
Post-close is covenant compliance, reporting cadence, and operational control.
If you run tight reporting, you preserve optionality for add-ons, refinancings, and dividend recap outcomes later.
Important:
if you want leverage, you must behave like a credit-grade operator.
Late reporting, sloppy working capital control, and surprise misses are how sponsors get their availability tightened and their options reduced.
Where Financely Fits
Financely operates as a transaction-led capital advisory desk for acquisition finance.
We build the lender-grade package, align the credit narrative to market underwriting, and run decisioning to term sheets or written declines with reasons.
Where execution requires licensing, we coordinate execution through appropriately licensed partners under their approvals.
To start, see How It Works
and submit your acquisition through Submit Your Deal.
Submit Your Acquisition Mandate
If you have a target, submit the teaser or CIM, TTM financials, proposed purchase price, draft sources and uses, and your timeline.
We will revert with feasibility, a document checklist, and a decisioning plan sized to your closing window.
FAQ
What is the fastest way for an independent sponsor to lose credibility with lenders?
Submitting inconsistent numbers, unsupported add-backs, and vague projections.
Lenders underwrite evidence and controls. If the file reads like marketing, decisioning stalls or dies.
Do I need committed equity before I seek senior debt?
You need an equity plan that is credible and documented.
Some lenders will issue terms with conditional equity assumptions, but tight timelines usually require identifiable equity sources and a clear closing plan.
How do I decide between cash at close and earnouts?
Use earnouts only when the revenue drivers are measurable and the reporting can be controlled.
Earnouts are a valuation bridge, not a substitute for weak diligence or undefined performance metrics.
When should I run a QoE?
After initial financeability checks, and early enough to influence structure.
QoE is not just a buyer comfort tool. It is often the determinant of leverage and covenant headroom.
What is the minimum file to request lender terms?
Target profile, TTM financials, purchase price, sources and uses, working capital summary, customer concentration, and sponsor profile.
If you have none of that, you do not have a financeable submission yet.
How can Financely help an independent sponsor?
By building a lender-grade package, matching the mandate to the correct lenders, and running structured decisioning to term sheets or written declines with reasons.
Submit through Submit Your Deal.
Important:
This page is for general information only and does not constitute legal, tax, investment, or regulatory advice.
Financely is not a bank, not a broker-dealer, and not a direct lender.
Any engagement and any introduction process is subject to diligence, KYB, KYC, AML, sanctions screening, capital provider criteria, and definitive documentation.
Financely does not promise approvals, issuance, or funding.