How To Finance A Factory Acquisition

Business Acquisition And Industrial Asset Finance

How To Finance A Factory Acquisition

Factory acquisition financing is not just a business purchase loan. In most cases, you are financing a combined risk package that includes operating cash flow, industrial real estate, machinery and equipment, environmental exposure, working capital needs, and transition execution risk.

That is why many buyers get stuck. They negotiate purchase price first, then discover the lender is underwriting a completely different question: not whether the factory looks impressive, but whether the business can service debt reliably after ownership changes, maintenance catch-up, and normal working-capital swings.

The fastest way to kill a factory acquisition is to pitch it as “asset rich” while ignoring cash flow, environmental diligence, capex backlog, and customer concentration. Lenders care about repayment first, collateral second.

What Makes Factory Acquisition Financing Different

A factory deal usually sits at the intersection of business acquisition financing and Commercial Real Estate financing. You may be buying shares, assets, or an SPV. You may also be taking over land, plant buildings, production lines, permits, utility contracts, and workforce commitments. Each layer changes the financing structure.

Operating Business Risk

Revenue stability, margins, customer concentration, supplier dependency, and working-capital cycles drive repayment capacity.

Industrial Real Estate Risk

Title, zoning, environmental history, building condition, and property liquidity affect collateral value and lender comfort.

Equipment Risk

Age, condition, maintenance logs, replacement cost, resale value, and line compatibility matter more than seller claims.

Transition Execution Risk

Management handover, key staff retention, customer assignment, and permit continuity often decide whether closing value survives post-close.

Common Factory Acquisition Financing Structures

There is no single template. Most successful deals use a capital stack rather than one lender. The right structure depends on the buyer profile, transaction size, jurisdiction, asset mix, and whether the factory is being acquired as a going concern or as a distressed asset.

  • Senior acquisition term loan: usually sized off cash flow and collateral coverage.
  • Commercial mortgage / industrial real estate loan: secured against the plant property where title and valuation support it.
  • Equipment finance or sale-leaseback tranche: for production lines and heavy machinery with identifiable collateral value.
  • Asset-based lending (ABL): borrowing base against receivables and inventory to support working capital post-close.
  • Seller note: helps close valuation gaps and shows seller confidence in continuity.
  • Mezzanine or junior debt: used when senior leverage is not enough and sponsor equity is limited.
  • Bridge or gap tranche: short-tenor capital used to close timing or documentation gaps while a permanent facility is arranged.
  • Equity / sponsor capital: often required to absorb risk and support lender confidence.
If the deal includes significant property value, you should read our page on how to avoid predatory Commercial Real Estate lenders. A weak term sheet can destroy an otherwise good acquisition.

How Lenders Actually Underwrite A Factory Acquisition

Buyers often focus on total enterprise value. Lenders split the file into underwriting buckets and test each one separately. A lender may like the land and still reject the operating business. Another may like cash flow and haircut machinery hard. Your financing memo should address each bucket directly.

Underwriting Bucket What Lenders Test Why Deals Get Cut Back What Improves Approval Odds
Cash Flow Normalized EBITDA, margin stability, seasonality, customer churn, working-capital needs Adjusted EBITDA is too aggressive, earnings are concentrated, or margins are volatile Credible QoE work, customer contract visibility, conservative projections, downside case model
Industrial Property Title, zoning, condition, appraisal, marketability, replacement cost context Special-use property is hard to re-let or value is overstated Clean title package, realistic appraisal expectations, clear alternative use story
Machinery And Equipment Age, maintenance, utilization, obsolescence risk, collateral liquidity Equipment is old, highly customized, or unsupported by records Serial-number schedule, maintenance logs, independent valuation, capex plan
Environmental Site history, contamination risk, storage practices, permits, remedial exposure Phase I issues, recognized environmental conditions, unclear liability Early environmental diligence, remediation plan, counsel review, pricing adjustment
Buyer / Sponsor Experience, liquidity, guarantor strength, industry competence, execution plan Thin liquidity and no operational bench for handover period Experienced operator partner, transition agreements, post-close working capital cushion

Documents To Prepare Before Approaching Lenders

This is where serious buyers separate from time-wasters. A factory acquisition file needs more than a teaser and a seller email. If you want real term sheets, prepare a lender-ready package.

Transaction Documents

  • LOI, APA, SPA, or draft purchase terms
  • Proposed structure (asset deal, share deal, SPV acquisition)
  • Use of proceeds and sources and uses table
  • Closing timeline and key conditions

Financial Package

  • Historical financial statements and management accounts
  • Normalized EBITDA bridge and assumptions
  • Working-capital analysis and seasonality view
  • Base case and downside case debt service model

Factory And Asset File

  • Property details, title information, surveys, and site maps
  • Machinery list with age, serials, and condition notes
  • Maintenance logs and recent capex history
  • Production capacity and utilization data

Commercial And Legal File

  • Top customer and supplier concentration analysis
  • Material contracts, assignment clauses, and change-of-control triggers
  • Permits, licenses, and compliance records
  • Employment matters, key staff retention plan, and union issues if relevant
Do not let the seller’s “we already have buyers lined up” pressure push you into skipping environmental and equipment diligence. Factory deals can hide liabilities that wipe out the acquisition economics after closing.

Term Sheet Checklist For Factory Acquisition Financing

Headline rate is not enough. Industrial acquisitions often fail because of reserve mechanics, collateral haircuts, and conditions precedent that the buyer notices too late.

Term Sheet Item What To Check Factory-Specific Issue Red Flag
Loan Size And Basis Cash flow sizing, collateral sizing, and any appraisal or valuation dependency Industrial property and machinery values may be haircut more than expected “Up to” proceeds with broad lender discretion and no sizing formula
Use Of Proceeds Acquisition price, fees, working capital, capex, reserves, and refinancing components Post-close working capital is often underfunded in manufacturing deals No specific allocation for working capital ramp or maintenance catch-up
Collateral Package Property lien, equipment lien, receivables, inventory, shares, guarantees Cross-collateralization can trap future flexibility All-assets lien plus broad restrictions with no carve-outs for ordinary operations
Reserves Tax, insurance, capex, maintenance, environmental, debt service reserves Factory lenders may add maintenance or capex reserves late Reserve sizing left fully to lender after signing exclusivity
Covenants DSCR, leverage, debt yield, capex limits, reporting frequency, liquidity tests Seasonality and production cycles can trip rigid monthly tests No cure rights and tight covenants based on unrealistic ramp assumptions
Conditions Precedent Appraisal, environmental, technical inspections, permits, assignment consents Permit transfers and environmental findings can delay close materially Subjective “acceptable to lender” language on all reports
Fees And Deposits Upfront fees, legal fees, third-party costs, refund conditions Industrial diligence can be expensive, so fee discipline matters Large non-refundable deposits before scope and milestones are fixed
Prepayment And Exit Lockout, make-whole, step-down fees, refinance penalties Factory turnaround plans often need recapitalization flexibility Punitive prepayment economics that block operational refinancing

Factory Acquisition Financing Mistakes That Keep Repeating

  • Overpaying for specialized equipment: replacement cost is not the same as financeable collateral value.
  • Ignoring maintenance backlog: lenders and buyers both underestimate catch-up capex in older plants.
  • Treating environmental diligence as a formality: one issue can change lender appetite, pricing, and structure.
  • Underfunding post-close working capital: inventory build and production restart can eat cash fast.
  • Assuming customer contracts transfer automatically: change-of-control and consent issues can hit revenue day one.
  • Using a generic business acquisition deck: factory deals need industrial asset detail, not just EBITDA slides.

Where U.S. Buyers Often Start Looking For Financing

For eligible lower middle market buyers in the United States, common starting points include bank loans, non-bank acquisition lenders, equipment finance providers, and SBA-backed lending channels. In some cases, SBA-guaranteed programs may be relevant depending on transaction structure, borrower eligibility, and the mix of business acquisition versus fixed assets.

Buyers should still verify fit early. A program that works for a business acquisition in general may not fit a factory deal if environmental, property, or machinery issues are unresolved.

If the factory purchase includes substantial industrial property, our Commercial Real Estate financing advisory page may also be relevant. For broader service scope, see what we do.

External Resources Buyers Should Review

Where Financely Fits

We help buyers structure factory acquisition financing files so lenders and capital partners can underwrite them properly. That includes sources and uses, capital stack design, lender routing, term sheet comparison, and cleanup of weak assumptions in the financing narrative.

We do not guarantee financing. We work on a transaction-led, best-efforts basis with real documents, real counterparties, and underwriting discipline.

Need A Financeable Factory Acquisition File, Not Just A Seller Deck?

If you are buying a factory, plant, or industrial operating company and need a serious debt or capital stack strategy, submit the live file. We can review the transaction structure, identify underwriting gaps, map likely lender concerns, and prepare a cleaner package for lender and capital partner routing.

A strong submission usually includes the LOI or draft purchase terms, seller financials, asset list, property information, intended structure, sponsor profile, and target closing timeline.

Submit Your Deal

FAQ

Can I finance a factory acquisition with one loan only?

Sometimes, but many deals need a capital stack because lenders underwrite cash flow, property, and machinery differently. A single facility often leaves a gap.

Do lenders give full credit for machinery value?

Usually no. Financeable value can be far below replacement cost, especially for specialized or older equipment with limited resale markets.

Why is environmental diligence such a big issue in factory deals?

Industrial sites can carry contamination or compliance exposure that affects lender appetite, structure, pricing, reserves, and even close viability.

Is property value enough to support the loan?

Not always. Many lenders still require strong operating cash flow and liquidity support, especially when the property is specialized or hard to re-let.

Should I include working capital in the acquisition financing request?

Yes, if the post-close business needs inventory, payroll, or restart funding. Underfunded working capital is one of the most common reasons factory acquisitions struggle.

Can seller financing help close the gap?

Yes. A seller note can reduce immediate cash needs and improve overall stack flexibility, but intercreditor and subordination terms must be handled properly.

What is the biggest mistake buyers make in lender discussions?

They lead with purchase price and asset value, then fail to present a clear repayment case with downside assumptions, capex needs, and transition plan.

When should I start financing work?

Before finalizing price and legal structure, ideally at LOI stage, so financing constraints can shape terms, diligence scope, and closing timetable.

Informational only for commercial audiences. This page is not legal, tax, environmental, or investment advice. Financing outcomes depend on underwriting, collateral quality, jurisdiction, compliance, and third-party approvals. Financely works on a best-efforts basis and does not guarantee funding.