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Business acquisition deals can come with a lot of emotion. From start to finish, the process can be a journey through highs and lows. More than half of business acquisition deals that go out to market don’t close for one reason or another. While each case is unique, there are recurring themes that contribute to these outcomes. In this article, we’ll delve into the top reasons why business acquisition deals die in underwriting, shedding light on common pitfalls and offering insights to help proactively navigate the underwriting process effectively.

Here are the most common reasons business acquisition deals die in underwriting:

1. Cash Flow: At the heart of every successful business lies a healthy cash flow. Unfortunately, inadequate cash flow projections or inconsistencies in financial documentation can plague acquisition deals. Lenders scrutinize any inconsistencies, adjustments, or normalization of cash flow as they assess the borrower’s ability to repay the loan. When documentation fails to align with historical performance or lacks credibility, lenders hesitate to proceed, fearing repayment risks. As such, precise attention to cash flow forecasting and clear financial reporting are imperative to instill confidence in lenders during underwriting.
2. Seller’s Notes: Seller financing, in the form of seller’s notes, can be a double-edged sword in acquisition deals. While it demonstrates the seller’s confidence in the business’s future success, conflicting terms or unrealistic expectations can derail underwriting efforts. Lenders assess the terms of seller’s notes, including interest rates, repayment schedules, and collateral arrangements, to evaluate the overall risk exposure. Misalignment between buyer and seller expectations, coupled with unfavorable terms, often leads to an underwriting impasse. Additionally, when dealing with the Small Business Administration (SBA), it’s important to ensure that everything we are doing meets their requirements. Effective negotiation and clear communication between all parties are crucial to navigate this potential stumbling block.
3. Inaccurate Information: Transparency is the cornerstone of underwriting success. Yet, inaccurate or incomplete information provided during the due diligence process can cast a shadow of doubt over the entire transaction. Whether it’s undisclosed liabilities, inflated asset valuations, or undisclosed related-party transactions, any discrepancies undermine the lender’s confidence in the deal’s viability. Thorough due diligence, conducted by both buyers and sellers, is essential to uncover any discrepancies early on and address them transparently to mitigate underwriting hurdles.
4. Buyer Background: Lenders place considerable emphasis on the buyer’s background and experience in the industry when evaluating acquisition deals. Lack of relevant industry experience or a questionable track record can raise red flags during underwriting. Additionally, concerns related to creditworthiness, character, and capacity to manage the acquired business can complicate the underwriting process. Buyers must demonstrate their competence, commitment, and financial stability to reassure lenders of their ability to successfully execute the acquisition and repay the loan.
5. Collateral Objections: Collateral serves as a safety net for lenders, providing assurance of loan repayment in the event of default. However, disagreements over collateral valuation or insufficient collateral coverage can impede the underwriting progress. Lenders meticulously assess the value and liquidity of proposed collateral to mitigate risk exposure. Disputes over collateral adequacy or encumbrances on key assets often necessitate negotiations between buyers and lenders to bridge the valuation gap and alleviate underwriting concerns.

Navigating the underwriting process in business acquisition deals requires diligence, transparency, and collaboration among all participants. By addressing common pitfalls borrowers can enhance the likelihood of underwriting success and propel their acquisition endeavors forward. The Bank of Tampa’s team of SBA experts aim to help entrepreneurs with the knowledge and resources they need to overcome underwriting hurdles and realize their business acquisition dreams.

If you are interested in learning more about SBA lending and what we can do for you, please feel free to reach out to me directly at bwilliams@bankoftampa.com.

These enhancements can make your CIM not only a source of vital information but also a persuasive tool in engaging potential buyers effectively.

Wow, here we are in August, just a couple weeks away from our conference. This conference holds a special place in my heart, as it brings back memories of my own journey in this dynamic Business Brokerage industry. When I first attended a conference years ago, I was relatively new to the world of Business Brokerage. I remember feeling a mix of excitement and apprehension, eager to learn but unsure of what to expect. Little did I know that event would become a pivotal moment in my career. I invite you to join us in 2 weeks in Orlando. Click HERE for all the details and to complete registration.

Our districts honored many of our top performers in the 2nd quarter of the year with their 2023 performance awards. We had 217 exceptional Brokers receive a plaque for their production of $1 million $$$ + for 2023. Also honored were the top performers in various categories for the district along with the State. Congratulations to all, those award winners can be found on our website under district awards once you sign in.

One of our 2024 initiatives is to start a scholarship program presenting 5 scholarships to children and grandchildren of past and present BBF members. I am pleased to announce we were successful in completing this initiative and the award winners can be found by clicking HERE. I look forward to continuing this initiative in years to come.

Hope to see everyone at the conference on August 23-25.

How many times have you worked to put together a well design CIM only to have buyers ask questions that you already answered. If this is a common occurrence you are not alone.

Buyers will often just skip right to the financial information and read no more. It’s a frustrating experience when you are asked the questions you carefully took the time to answer.

There are many reasons why a buyer might not thoroughly read a Confidential Information Memorandum (CIM), despite your efforts to make it accessible and clear:

1. Overload of Information: Even a concise CIM can seem dense to buyers who are reviewing multiple opportunities. They might skim through details or skip sections they perceive as less important.

2. Familiarity with Industry: Buyers familiar with the industry may assume they know the basics and skip over sections they believe are standard or irrelevant to their decision-making process.

3. Urgency and Impatience: Some buyers are in a rush to make a deal and may prioritize speed over thoroughness. They might skim through the document, looking only for key figures or deal-breakers.

4. Lack of Experience: Inexperienced buyers might not understand the importance of all the details in the CIM, leading them to overlook critical information.

5. Digital Fatigue: In today’s digital age, reading detailed documents on screens can be tiring. Some might postpone reading, skim, or even avoid the document if it’s not engaging enough.

6. Format and Presentation: Even with visual aids, the way information is presented can affect readability and engagement. If the layout isn’t intuitive or if it appears cluttered, key points might be missed.

7. Selective Attention: Buyers may have specific criteria or deal-breakers in mind, leading them to focus on those aspects alone and ignore other potentially important information.

To mitigate these issues, keep CIMs concise, clear, and visually aided, here are ten strategies to make your Confidential Information Memorandums (CIMs) more engaging and effective:

1. Executive Summary: Start with a brief yet compelling executive summary that captures the key selling points and value propositions of the business. This should be brief (ideally one page) but powerful, enticing the reader to delve deeper into the document.

2. Infographics: Use infographics to represent data visually. Complex financials, growth metrics, and business processes can be simplified into digestible visuals that are quick to understand at a glance.

3. Keep Pablum to a minimum: We have all seen CIMs filled with pages and pages of generic babble. This is a big turn off to the buyer. If you include information, make sure it is specific and relevant to the listing at hand.

4. Video Overviews: Include a link to a short video where you or the business owner gives a brief overview of the business. These days people are more used to visual presentations of information. This personal touch can make the content more engaging and give a face to the business being presented.

5. Clear Headings and Logical Flow: Organize content with clear, descriptive headings and a logical flow that guides the reader through the document. This helps in making the document less daunting and more intuitive.

6. Highlight Key Points: Use call-out boxes or sidebars to highlight critical information, key statistics, or testimonials from clients or customers. This breaks up the text and draws attention to important data.

7. Professional Design: Consider investing in professional design services to ensure the CIM looks appealing and professional. A well-designed layout can significantly increase readability and engagement.

8. FAQ Section: Anticipate questions and include a FAQ section at the end of the CIM. This can address common inquiries and reinforce important information already covered in the document. This should be a fluid section. As questions are asked by buyers add the most common questions to your list.

9. Separate Financials: Instead of including financial details in your CIM put them in a separate spreadsheet. This will ensure that instead of focusing on financials, when you buyer turns to the CIM they will be more inclined to focus on content.

10. Regular Updates: Keep the CIM regularly updated to reflect the most current data and developments in the business. Include the latest date of revision as in “Updated June 2024”. This not only keeps the document relevant but lets the buyer know they are viewing the latest information.

These enhancements can make your CIM not only a source of vital information but also a persuasive tool in engaging potential buyers effectively.

It is hard to believe that we are coming up to the halfway mark for 2024. I hope everyone is having a busy and productive year.

We have been busy with BBF putting the final touches on our 2024 BBF Conference. “Rockin’ N Rollin’ in Business Brokerin” is our theme and I assure you there will be a rockin good time for all. I can remember back when I attended my first Business Brokerage Conference. Initially, I was overwhelmed, however the knowledge I gained was game changing to my career as a Business Broker. I also started developing relationships with other Business Brokers. These are the things that happen when the BBF Community comes together for a live meeting.

I encourage all the BBF Members to attend this year’s conference. There are workshops for all whether you are a brand-new Broker or have been in practice for many years. Registration notice was sent out last week, take advantage of the early bird rates.

Best regards,

Just when you think everything is going smoothly in a transaction, never say it out loud because you know what is coming next… Something to derail it will pop up. And, sure enough it did on one of our most recent SBA financing transactions that involved a business acquisition of a profitable well-established restaurant.

In June of 2023 we processed a loan request for a borrower who was purchasing an established restaurant on the west coast of Florida. This was the second attempt this borrower made to purchase a restaurant. The first one fell through during his due diligence that had nothing to do with his financing. So, the bank was familiar with this borrower, we liked him, he had solid industry experience, good personal credit and although some of his cash injection was coming from gifted funds, he had the funds to inject and still have some personal liquidity post-closing. All the attributes a lender could hope for.

So, when his second request came to us to purchase an even better restaurant than the first, it sailed through pre-qualification, term sheet, underwriting and into closing. No issues encountered. Our borrower was a model borrower and provided everything we needed for closing very promptly and we were sliding into closing by the end of July.

Now comes the not so smooth part! A week and a half before the scheduled closing the seller informed us that he just received notification that his company was chosen for a standard run of the mill state sales tax audit and, therefore, we were unable to obtain the Sales Tax Certification we needed to close. However, we had a cooperative seller who wanted to sell and we had a motivated borrower who still wanted to buy so an extension was provided to allow for what was supposed to be a quick process to complete and then we could obtain the certification and close. This was the last item of the outstanding closing documents needed.

Well, extension #1, then extension #2, then extension #3…. You get the idea. Each time the seller checked with the state he was told they would be getting to it but that they were horribly understaffed and could not give him a completion date or even when they would start on his file. So, here we go rolling into 2024 with a January 31, 2024, expiration date of the contract yet again and no resolution to the sales tax audit issue. However, this time, the seller determined that his 2023 was a killer year and his revenues and profitability were up over the previous years and demanded a new sales price of over $200,000 more than the originally agreed upon price. He was not going to extend past the January 31, 2024, date unless the borrower agreed to the higher purchase price. The seller was willing to wait for the audit to be completed and then put the restaurant on the market for a higher price. As you can imagine, the borrower who had spent money and not to mention spent all this time waiting and really wanted this restaurant was devastated.

After pleading with the seller and trying to push the state auditors (which we all know went nowhere), we jumped into action, obtained short term interim financing and on January 31st much to the seller’s dismay and disappointment, the borrower was able to close on the transaction and took possession of the restaurant. The bank converted our loan from business acquisition financing to a debt refinance and we closed. The sales tax certification issue was resolved because now the borrower owns the restaurant under a totally different operating company and sales tax ID number so a certification was obtained.

The other good news is that the updated valuation we had to obtain due the time passing came in $479,000 higher than the borrower’s purchase price due to the higher revenues and profitability in 2023. The borrower and the bank are happy.