Buyers must always do their due diligence before they make an offer to acquire the assets of the seller. However, they are limited by what their lender can extend in the way of loan proceeds based on the purchase price allocation of the business assets being acquired.
To break down the purchase price allocation, ask yourself the following questions:
- What is the seller’s estimate of the real estate market value?
Know that each lender’s risk appetite is different, but the SBA Standard Operating Procedures (SOP) state that lenders may advance up to 85% of the market value of commercial real estate.
- What is the seller’s estimate of the orderly liquidated value of equipment?
Similarly, the SBA SOP allows lenders to advance up to 75% of the Orderly Liquated Value of Equipment.
- What is the seller’s estimate of the goodwill or intangible value of the business you are purchasing?
You should always review the selling business’s earnings before interest, taxes, depreciation, and amortization (EBITDA) with the proper adjustments, such as the seller’s personal expenses and overstated payroll costs.