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Business acquisition

Funding a business acquisition

You are buying a business that already exists, with accounts, customers and staff. The funder is therefore not judging a project: it is judging a price, a structure and your ability to take over. All three can be demonstrated, and that is where most files fail.

What blocks a file, in practice

Refusals on acquisitions rarely concern the target. They concern the way the deal is structured.

The price paid is not justified by the accounts

A funder will not refinance a valuation disconnected from the results. You need adjusted accounts — the seller’s real remuneration, non-recurring items, accommodating rents — and a valuation built on them, not on a multiple heard somewhere else.

The target has to repay its own acquisition

In a holding company structure, the debt sits at the top and is repaid by dividends flowing up from below. If the target’s distributable capacity does not cover debt service, the structure does not hold — and the funder always redoes that calculation itself.

Everything still rests on the seller

Customers attached to one person, know-how never handed over, contracts entered into intuitu personae. This is the risk the banker fears most, because it materialises within six months. It is dealt with by a handover that is organised and written down.

The cash position on completion day is ignored

Working capital taken over, trade payables, loan accounts to be repaid, invoicing lags. Many acquisitions fund the price and forget the day after, and the business starts its new life overdrawn.

What the funder is trying to verify

Four checks, made every time, before the sector is even looked at. The first protects you as much as it protects the bank: it stops you overpaying.

The funding you can draw on

An acquisition is almost always funded in layers. The balance between them is what determines whether the deal goes through, and at what cost.

Senior acquisition debtMain funding

Carried by the holding company, usually over five to seven years, repaid out of the target’s dividends. It is the piece that demands the most complete file.

Vendor loanQuasi-equity

Part of the price paid on deferred terms. It reduces the need for debt, and above all it aligns interests: a seller who accepts deferral believes in what comes next.

Public guaranteesLightens the personal security

Bpifrance, France Active, SIAGI and the regional funds guarantee part of the acquisition debt. The bank shares the risk, your personal exposure falls.

The acquisition honour loanStrengthens the contribution

Granted to the buyer, interest-free and unsecured, by business support networks. Counted as equity, it improves the holding company’s contribution ratio.

Mezzanine or bond debtLarger deals

An intermediate layer between equity and senior debt, more expensive, used when the contribution is not enough to close the funding plan.

Personal contribution and loan accountEquity

Expected at twenty to thirty per cent of the price depending on the deal. The director’s loan account, properly documented, contributes to it.

Novaris is not a broker. This page describes the schemes that exist, it recommends no institution. The funding search, should you want one, is carried out by an intermediary registered with ORIAS, and Novaris receives no commission on the funds obtained.

How we work with you

1We adjust the target’s accounts

The director’s real remuneration, non-recurring items, rents, provisions. That adjustment is what gives the true earning capacity — and what justifies the price, or does not.

2We model the whole structure

Holding company and target, each with its own five-year forecast financial statements, the dividend flow up, debt service and the cover ratios.

3We calibrate and we stay with you

Bank version, public-body version, confidential information memorandum, and follow-up of the assessment until the money is released. The share structure — the form of the holding company, the split, the shareholders’ agreement — is decided at this point: mistakes made here cost years.

An acquisition with a holding company involves several entities, and each must be treated in its own right. See the packages in detail — or start with the Score, which will tell you which one fits your structure.

Start by knowing
where you stand

Ten questions, no document to provide, no appointment. A score out of 100 that measures one thing above all: whether your project is feasible — what is blocking it, and what has to be put right before you present yourself.

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