Minimum 20% cash equity from the buyer or sponsor. Additional equity may be required where acquisition cash flow does not support the maximum leverage.
U.S. Acquisition Finance
Small Business Acquisition Indicative Term Sheet
Financely structures senior acquisition loans and bridge financing for qualified buyers acquiring established U.S. companies with verifiable earnings and sufficient post-closing cash flow.
We can handle both layers of the acquisition financing. The senior loan provides the primary acquisition debt. Where senior proceeds leave a financeable shortfall, we can coordinate a bridge facility to complete the capital stack up to the supported leverage limit. Sponsor equity remains a minimum 20% of the supported acquisition value.
01
Up to 80% LTV
Combined leverage subject to supported valuation and cash flow.
02
20%+ Sponsor Equity
Minimum buyer capital contribution under this framework.
03
Senior + Bridge
We can coordinate both debt layers under one mandate.
04
30–60 Days
Target closing window for routine complete-file transactions.
05
$5K–$20K
Financely retainer depending on mandate complexity.
Acquisition Capital
Finance the Purchase Around the Cash Flow of the Company Being Acquired
Senior debt provides the principal acquisition financing. Bridge capital can complete a financeable shortfall where the senior lender stops below the supported leverage ceiling. Sponsor equity remains the permanent first-loss capital in the transaction.
Acquisition Capital Stack
Senior Loan + Bridge Loan + Sponsor Equity
Financely can structure and coordinate the senior acquisition facility and the bridge tranche required to complete the transaction. The facilities are designed together so debt service, lien priority, maturity and bridge takeout remain coherent at closing.
Primary acquisition financing sized against sustainable cash flow, valuation, collateral and debt-service capacity.
Shorter-duration capital used to address the remaining financeable acquisition gap when senior proceeds alone do not complete the capital stack.
Tranche A
Senior Acquisition Loan
The senior loan is expected to provide the majority of debt capital and generally carries first-priority security over the financed acquisition assets, subject to the final lender structure.
- Indicative Rate Approximately 8.5%–13.5% per annum
- Maturity Generally 5–10 years
- Amortization Generally scheduled monthly principal and interest
- Security Typically first-priority security over relevant business assets and acquisition vehicle
- Repayment Primarily from post-closing operating cash flow
- Pricing Basis Fixed or floating depending on lender and transaction
Tranche B
Bridge / Gap Loan
The bridge facility addresses a defined gap between the senior loan and the maximum financeable acquisition leverage. Financely can coordinate this tranche alongside the senior loan so the buyer has one coherent financing process.
- Indicative Rate Approximately 12%–18% per annum
- Maturity Generally 6–24 months
- Amortization Frequently interest-only or lightly amortizing during the bridge period
- Security Second lien, subordinated security or another agreed position behind senior debt
- Exit Refinancing, scheduled paydown, excess cash flow or another agreed takeout mechanism
- Purpose Complete the supported acquisition capital stack
Indicative Terms
U.S. Small Business Acquisition Finance Term Sheet
This term sheet sets out an indicative framework for qualified U.S. acquisitions. Final leverage, rate, maturity, collateral and closing conditions are established following underwriting.
Indicative Acquisition Finance Terms
Senior Acquisition Loan + Bridge Facility
Non-Binding
| Market | United States. |
|---|---|
| Transaction | Acquisition of an established operating company, qualifying business assets or equity interests. |
| Eligible Borrower | Acquisition vehicle, buyer-controlled entity, operating company or another lender-approved acquisition structure. |
| Combined Acquisition LTV | Up to 80% of supported acquisition value. |
| Sponsor Equity | Minimum 20% cash equity contribution. |
| Senior Facility | Senior secured acquisition term loan sized against normalized cash flow, purchase price, valuation, debt-service capacity and available collateral. |
| Senior Interest Rate | Indicatively 8.5%–13.5% per annum depending on lender, borrower profile, leverage, collateral and transaction quality. Rate may be fixed or floating. |
| Senior Maturity | Generally 5–10 years. |
| Senior Amortization | Generally monthly principal and interest over the applicable amortization period. Balloon structures may be considered where appropriate. |
| Bridge Facility | Short-duration acquisition gap facility used where senior proceeds do not reach the maximum supportable capital stack. |
| Bridge Interest Rate | Indicatively 12%–18% per annum depending on leverage, security position, tenor, takeout visibility and overall credit risk. |
| Bridge Maturity | Generally 6–24 months. |
| Bridge Amortization | Frequently interest-only or lightly amortizing during the bridge period, with repayment through refinancing, scheduled paydown or another approved takeout. |
| Bridge Position | Typically second lien, structurally subordinated or otherwise documented behind the senior lender depending on the final intercreditor arrangement. |
| Primary Repayment | Cash flow generated by the acquired operating company. |
| Bridge Takeout | Refinancing, excess cash flow, scheduled sponsor contribution, asset-based refinancing or another defined repayment event acceptable to the bridge lender. |
| Working Capital | Acquisition-related working capital can be evaluated as part of the overall sources-and-uses analysis. |
| Security | May include equity interests in the acquisition vehicle, receivables, inventory, equipment, deposit accounts, intellectual property and other relevant business assets. |
| Guarantees | Personal or corporate guarantees may be required depending on lender policy, facility type and transaction structure. |
| Financial Covenants | May include debt-service coverage, leverage, liquidity, reporting requirements, restrictions on distributions and limitations on additional indebtedness. |
| Prepayment | Subject to lender documentation. Senior facilities may include declining prepayment provisions. Bridge facilities may include minimum interest, exit fees or other early-repayment economics. |
| Target Closing Time | Approximately 30–60 days for routine transactions once a complete credit file, executed acquisition documentation and responsive counterparties are available. More complex transactions may require additional time. |
| Financely Retainer | USD 5,000–USD 20,000 depending on mandate scope, transaction size, complexity and whether both senior and bridge financing are required. |
| Third-Party Costs | Lender fees, legal expenses, valuation, diligence, insurance and other third-party closing costs are payable separately where applicable. |
| Status | Indicative, non-binding and subject to final underwriting, documentation and approval. |
Conditions Precedent
Typical Conditions Required Before Funding
Final conditions are lender-specific. Routine acquisition facilities generally require the transaction, sponsor equity, security package and diligence file to be substantially complete before disbursement.
Executed purchase agreement or lender-approved definitive
acquisition documentation
Minimum 20% sponsor equity funded or irrevocably available for
closing
Satisfactory financial underwriting of the target company
Verification of historical revenue, EBITDA and normalized cash
flow
Satisfactory valuation or lender-approved purchase-price support
Completion of legal, tax and commercial diligence required by
the lender
KYC, AML, beneficial ownership and sanctions clearance
Evidence of required insurance coverage
Lien searches and agreed releases of existing security interests
Execution of senior loan and bridge loan documentation
Agreed intercreditor or lien-priority arrangements where both
facilities are secured
Formation and good standing of the acquisition vehicle
Required landlord consents, lease assignments or occupancy
documentation
Required licenses, permits and regulatory approvals
Final sources-and-uses statement and closing funds flow
No material adverse change before closing
Procedure
Routine Transactions Target a 30–60 Day Closing Cycle
Closing speed depends heavily on the quality of the transaction file when the mandate begins. A signed LOI or purchase agreement, clean historical financials, documented sponsor equity and prompt diligence responses materially improve the execution timeline.
01
Initial Review
Assess transaction, sponsor, target and capital requirement.
02
Underwriting
Normalize earnings and determine sustainable acquisition debt.
03
Structure
Build senior and bridge tranches around sponsor equity.
04
Lender Process
Coordinate senior and bridge credit review.
05
Documentation
Complete diligence, conditions precedent and legal documents.
06
Closing
Fund sponsor equity, senior loan and bridge proceeds through the final funds flow.
Target Industries
Established U.S. Companies With Defensible Cash Flow
Financing is generally strongest where the target has a proven operating history, recurring or diversified revenue, stable margins and sufficient cash flow after closing.
Business Services
Outsourced commercial services, compliance and recurring B2B operations.
HVAC, Plumbing & Electrical
Established residential and commercial service companies.
Industrial Manufacturing
Companies with recurring customers, equipment and stable operating margins.
Wholesale & Distribution
Established distributors with reliable customers and inventory cycles.
IT & Managed Services
MSPs and technology service businesses with contracted or recurring revenue.
Automotive Services
Repair, maintenance, collision and specialty automotive operations.
Healthcare Services
Eligible medical and healthcare-service operations subject to regulatory diligence.
Transportation & Logistics
Established operators with defensible commercial demand.
Food Manufacturing
Producers and distributors with established customer channels.
Professional Services
Engineering, accounting, consulting and selected recurring professional services.
Selected Consumer Services
Established service companies with measurable recurring demand.
Other Cash-Flow Businesses
Additional sectors considered where financial performance supports acquisition leverage.
Credit to Closing
One Financing Process Across Senior Debt and Bridge Capital
We structure the acquisition sources and uses, coordinate the respective lenders and work through diligence, conditions precedent, intercreditor issues and closing mechanics across the complete financing stack.
Credit Underwriting
The Acquired Company Must Support Both Debt Tranches
We size the senior and bridge facilities together. The capital structure has to leave enough post-closing cash flow to service the senior loan, carry the bridge facility and maintain adequate operating liquidity.
Historical Earnings
Revenue, EBITDA, add-backs and normalized cash flow.
Debt-Service Coverage
Ability to service senior and bridge obligations after closing.
Purchase Price
Relationship between valuation, earnings and acquisition consideration.
Sponsor
Industry experience, liquidity, credit profile and operational capability.
Customer Concentration
Dependency on major customers and durability of recurring revenue.
Working Capital
Liquidity required to operate the company after acquisition.
Collateral
Receivables, inventory, equipment and other financeable assets.
Bridge Exit
Defined path for refinancing or repaying the short-duration tranche.
Financely Retainer
$5K–$20K
Based on transaction size, underwriting complexity and whether the mandate requires senior debt, bridge debt or both.
One Mandate for the Acquisition Financing
Financely can handle the senior acquisition loan and bridge facility within the same mandate. We structure the sources and uses, coordinate the respective capital providers, prepare the credit file and work through the closing conditions until the transaction is ready to fund.
Request an Acquisition Finance QuoteFrequently Asked Questions
Small Business Acquisition Financing
Can Financely handle both the senior loan and bridge loan?
Yes. Financely can structure and coordinate both tranches
under the acquisition finance mandate. The senior facility
provides the primary acquisition debt and the bridge facility
can address a financeable remaining gap within the approved
capital structure.
How much of the acquisition can be financed?
Combined financing can reach up to 80% of the supported
acquisition value under this indicative framework. Actual
leverage may be lower following underwriting.
How much sponsor equity is required?
A minimum 20% sponsor equity contribution is required under
this framework. The bridge loan does not replace the minimum
sponsor equity requirement.
What is the indicative senior loan interest rate?
Senior acquisition financing is indicatively modeled at
approximately 8.5% to 13.5% per annum. Final pricing depends
on lender, leverage, borrower quality, collateral and the
acquisition profile.
What is the indicative bridge loan interest rate?
Bridge acquisition capital is indicatively modeled at
approximately 12% to 18% per annum. Pricing depends on lien
position, leverage, tenor, repayment visibility and overall
credit risk.
How long is the senior acquisition loan?
Senior acquisition facilities are generally modeled with a
maturity of approximately five to ten years under this
indicative framework.
How long is the bridge loan?
Bridge facilities are generally structured for approximately
six to twenty-four months with a defined repayment or
refinancing strategy.
How quickly can an acquisition financing close?
Routine transactions with a complete credit file, signed
acquisition documentation, available sponsor equity and
responsive counterparties can target approximately 30 to 60
days. Complex diligence, regulatory issues, incomplete
financial records or multi-party negotiations can extend the
timeline.
What are conditions precedent?
Conditions precedent are requirements that must be satisfied
before a lender is obligated to fund. They commonly cover
sponsor equity, definitive acquisition documents, diligence,
security perfection, insurance, KYC, lien releases, legal
documents and other closing requirements.
Can working capital be financed at closing?
Potentially. The working-capital requirement can be included
in the sources-and-uses analysis where the transaction and
post-closing financial model support it.
Can seller financing be part of the acquisition?
Seller notes can be evaluated as part of the wider capital
structure where their repayment, maturity and subordination
terms are acceptable to the senior and bridge lenders.
How much does Financely charge?
The advisory retainer ranges from USD 5,000 to USD 20,000
depending on transaction size, mandate complexity and whether
the financing requires both senior and bridge capital.
Is this indicative term sheet a financing commitment?
No. The terms are non-binding and remain subject to lender
underwriting, diligence, documentation and final approval.
Buying a U.S. Business and Need Both the Senior Loan and the Remaining Gap Financed?
Send us the purchase price, target company, industry, historical revenue and EBITDA, LOI or purchase agreement, sponsor equity, requested closing date and any existing lender proposal. We can assess the senior debt capacity, size the remaining bridge requirement and provide a quote for the acquisition finance mandate.
Request an Acquisition Finance QuoteThis page contains indicative, non-binding financing terms for informational purposes and does not constitute a credit commitment, offer to lend or guarantee of financing. Financely provides corporate finance advisory, acquisition structuring and capital-source coordination services on a best-efforts basis. Financely is not a bank or direct lender. Senior acquisition loans and bridge facilities are provided by third-party capital providers and remain subject to independent underwriting, valuation, financial analysis, KYC, AML, sanctions screening, legal documentation, collateral requirements, conditions precedent and final credit approval. Interest-rate ranges, maturities, closing periods and leverage levels shown on this page are indicative only and may vary materially by transaction. Financely does not guarantee lender approval, closing time, facility pricing, leverage or funding.