Michelle Orr

Call Me When… You are seeking financing to buy a business, or to pre-qualify a business for an upcoming sale.

Our borrowers often ask us, “Is it better to buy an established business or start up a business?” It’s a reasonable question for those looking to exit their current employment or invest in a business for another income stream. While it may make sense in specific industries to start a business, the benefits of purchasing an established business, along with the security it provides to a new business owner, make a strong case for searching for a company to acquire. Established companies typically have the following positive attributes: Existing customer base Established supplier channels Brand recognition Established market share Sustainable and predictable cash flow Employees that generally transfer with the sale Established reputation Seller consulting period (up to 12 months post-closing) Ability to start earning an owner’s salary from day one   In addition to the above benefits, if financing is needed, a lender will typically be willing to lend more for a borrower to acquire an established business than to start up a business, typically at a more favorable interest rate. The SBA allows a lender to finance up to 90% of total project costs to acquire a business. While SBA policy also allows 90% financing on start-ups, most lenders will require more equity from the borrower ranging from 20% to sometimes 30% of the project costs. Additionally, some lenders shy away from financing start-ups altogether, so your lender pool will be much smaller when seeking start-up financing. There are resources available to search for listings, one of the largest being BizBuySell. Engaging the help of a business broker in the market you wish to purchase a business is also helpful. A reputable broker or M&A advisor will often have access to off-market listings and a good pulse on available inventory on the market. Buyers should prepare to provide a list of their search criteria, including but not limited to industry type, revenue size, EBITDA, location, sale price, etc. If you are considering purchasing a business, it is never too soon to start building your team of trusted advisors and lenders. A deal team should ideally consist of the following: M&A advisor/broker CPA for financial due diligence and structuring of legal entities for tax purposes Banker, if financing is needed An attorney with business acquisition experience Lastly, if you purchase a business and utilize bank financing, the bank will engage a third-party valuation firm to confirm the company’s value. A valuation will assist you with determining if your offer price is reasonable or needs to be renegotiated.

Business acquisitions are among the eligible uses for Small Business Administration (SBA) 7(a) loans. In fact, the SBA 7(a) program provides many advantages for acquiring an established business, including its attractive terms, allowing a buyer to finance up to 90% of total project costs. Eligible Project Costs for SBA 7(a) Loans Include The acquisition of an SBA-eligible business and owner-occupied commercial real estate (owner-occupancy minimum of 51% is required) Working capital Closing costs SBA guaranty fee The franchise transfer fee, if applicable New equipment, if needed Inventory Loan Terms If the acquisition does not include commercial real estate, the maximum loan term is 10 years, fully amortized with no prepayment penalty. If commercial real estate is included, the SBA allows a blended loan term with 10 years for the business acquisition and 25 years for real estate. However, if 51% or more of loan proceeds are allocated to real estate, the SBA allows a 25-year term. Prepayment Penalties A prepayment penalty applies to all loans with a term of 15 years or greater. The penalty is 5% in year one, 3% in year two and 1% in year three, and none after that. In addition, the SBA allows a borrower to prepay up to 25% of the outstanding principal per year without penalty. Down Payment The SBA requires a 10% equity injection. The entire 10% injection can be from the buyer or a combination of a 5% buyer down payment and 5% seller financing if the seller is willing to have their note on full standby with no principal and interest (P&I) payments for the life of the loan. Eligible Sources of Buyer’s Equity Injection Include Cash in savings or checking accounts, seasoned for two months Home Equity Line of Credit (HELOC) if there is a secondary source of repayment not related to the business to be purchased Gifted funds that do not need to be repaid Seller financing on full standby of no greater than 5% of the 10% equity required Investor contributions from partners Personal guarantees are required by all individuals who will own 20% or more of the business to be acquired. Collateral Requirements SBA requires the lender to be in the first position on all assets to be acquired. In addition, if there is less than one-to-one collateral coverage, the SBA requires the lender to take a lien on all real estate owned by personal guarantors with 25% or greater equity. Pre-Qualification Documents To 

Our motto is “Speed is our weapon”.  Every day I see this come to life with my clients from day 1 to closing. Here’s how we can help: Pre-qual listings within 24-48 hours upon receipt of your CIM, 3 years taxes and YTD financials Pre-qual buyers with our approving credit manager within 48 hours from receipt of their complete package Underwriting completed in 7-10 business days Larger M&A deals exceeding SBA 7A cap of $5MM can be accommodated with our companion conventional loan up to $4MM, for a total of $9MM financing 100% expansion financing for established buyers with a similar business Closings within 45 days for non-real estate transactions, 60 with real estate We also pay referral fees upon successful closing of all 7A referrals.  Call me to discuss a specific transaction or for additional information.  203-461-5097

Employee stock ownership plans (ESOP) give ownership interest to employees in the form of stock shares. We’re going to break down what this complex deal looks like, including the potential benefits and risks, and why it’s critical to have a strong team in place to successfully guide you through the process and to the finish line. What is an ESOP? When a business reaches a certain maturity point, an ESOP can be an attractive substitute to an outside sale. If majority owners are weighing the possibility of an exit strategy, typical options include 

Our small business survey shows that there’s ample opportunity for the next wave of business owners to acquire historically successful and sound businesses. 18% of small business owners said they’ve already taken steps to transition ownership of their business, and 29% said they expect to transition ownership in the next five years.

Three Keys to Succession Planning for a Family-Owned Business Written by Live Oak Bank We strongly believe in the power of succession planning for any small business, but it’s especially important if the entity is family-owned. When multiple generations are involved in the business, there is an added layer of emotional stress that can sometimes complicate things. According to PwC’s 2021 Family Business Survey, only 34% of family-owned businesses have a “robust, documented and communicated succession plan” for the company. Beyond the documentation of a plan, a successful succession also involves managing financial trends, margins and controlling costs to secure the highest price for the business. Regardless of whether the business sells to a family member or a third party, a succession planning strategy should also be focused on organized financials, along with a strong identification of the market. To sustain the company and ensure the business thrives for years to come, a proper exit plan will be imperative. We’ve identified several significant things to keep in mind when it comes to planning for the future of your family-owned business. Start planning early. While it may seem like the transition of power within a family business is years away, planning now is the best strategy. It can take years to ensure that the next generation is fully trained and experienced enough to take over. By starting the conversation and preparation now, business leaders will have ample time to brainstorm, document and execute their plan. As we trek through the ups and downs of the global pandemic, it’s evident that having a plan in place is non-negotiable. Recent data reveals that only 56% of family-owned businesses agree on the future direction of the company. Another challenge of delaying your succession planning: parties involved are waiting until late in the process to determine the structure of the transaction and how they are going to pay for it. That can lead to unsuccessful succession scenarios due to buyers being unprepared to make down payments, potentially bad credit history, weak personal balance sheets, etc. If they understood the expectation earlier, they could’ve taken proper steps to be a quality loan candidate. The planning applies as much to the buyers as it does to the sellers. Timely planning also ensures your offspring have the know-how to run the businesses properly. For those business owners with younger adult children, they’ll likely want and encourage their potential successors to gain outside experience before they join the family business. This builds additional skillsets, increases self-confidence, and shows other key employees that you’re not just “handing over the keys” of your business to your child. It’s a way to provide an additional layer of credibility for your offspring when they join the company. Work with a family business advisor. Writing a succession plan is a process, not a singular task to knock out in a day or a week. While it possibly could be done in-house, it’s advisable to bring in outside parties to assist. To protect the integrity, legacy and assets of the business, experts can help. Family business advisors have the unique perspective and expertise to handle some of the most sensitive and complex issues that may arise while planning. From legal and financial matters, to ensuring the company’s mission, vision and values are aligned with strategic goals, a family business advisor can help identify and mitigate risks. An objective third party like an advisor will likely help uncover opportunities, document a roadmap and safeguard the future of a family-owned business. Embrace change and keep an open mind about the future. Tradition can be the bedrock of a family business but be aware that it can also be a barrier to growth and evolving the business. As younger generations move into the workforce, leveling up the company’s digital capabilities will be key to attracting and retaining talent. In PwC’s 2021 survey,1 only 42% of family-owned businesses said they have strong digital capabilities. Just one-third1 have documented a comprehensive strategy for “digital transformation, an essential tool for achieving digital goals.” Beyond digital capabilities, there’s an opportunity for family-owned businesses to prioritize ESG initiatives. 45% of businesses believe2 they can lead the way in sustainable business practices. Additionally, this can be another element to increase employee engagement. While these considerations are not directly tied to documenting an exit plan, they are reminders that the family-owned business must keep their proverbial finger on the pulse to sustain themselves for future generations. The formula for success can change as time passes, so being open to fresh ideas and an innovative approach will keep the operation moving forward. Conclusion Those in leadership roles at a family business should act now if they have not already started a succession plan. By fostering the succession dialogue with both family members and non-family stakeholders, the process can be an ongoing collaboration between the company’s key people. Succession planning can be complicated and intimidating, but it’s a necessity to guarantee the business’s ongoing legacy for decades to come.

Live Oak Bank is the #1 SBA Lender in the Nation.  We provide M&A financing as well as owner occupied commercial real estate loans with attractive terms.  Please contact me to discuss specific financing needs.   Thanks, Michelle Orr Vice President, Sr. Loan Officer 203-461-5097 sba_general_commercial_real_estate_brochure