Acquisition and leveraged finance · the head product
Acquisition finance for UK companies, management teams and sponsors.
Acquisition finance is debt raised to buy another company, secured on the acquirer, the target or both. We size it against the target's earnings, build the sources and uses, then run the case across banks, debt funds and asset based lenders so you see real terms before you commit to a price.
Advice from Matt Lenzie · 25-year career banker (Bank of Scotland, Lloyds Banking Group). £400m+ raised for clients.
Founder profile →Sources and uses
What does acquisition finance actually pay for?
More than the headline price. Every funded acquisition rests on a sources and uses table, the one page that reconciles what the deal costs against every pound paying for it. On the uses side sit the consideration for the shares, the repayment of the target's existing bank and asset finance debt, the working capital the combined business needs from day one, arrangement and commitment fees, and the legal, financial and commercial due diligence bills. On the sources side sit senior debt, any junior layer, cash retained in the target, vendor loan notes, deferred consideration and the equity you and any co-investor are putting in.
Deals fail at this table more often than they fail at credit. Buyers routinely fund the price and forget the £400,000 of working capital the business swallows in the first quarter, or the invoice discounting facility that becomes repayable the moment control changes. We build the table before we approach a funder, because the size of the funding requirement, not the size of the price, is what the credit paper is written against.
Compare every route in the guide to how to finance a business acquisition.
How it works
How does business acquisition finance work?
In a sequence, and the sequence rarely varies. Business acquisition finance works by lending against the business being bought rather than against the buyer, so the first step is a set of numbers, not an application form: three years of statutory accounts, the latest management accounts, and an adjusted earnings figure both sides accept. A funder then sizes the debt, sets the security, and issues indicative terms. Credit approval follows, then financial, commercial and legal due diligence, then the facility agreement and completion. Most businesses assume the process starts with a bank. It starts with the target company accounts, and with the question of how much borrowing those accounts will carry.
Understanding how it works matters because acquisition financing arrives in three distinct forms, and most transactions use two of them. Debt financing is money borrowed and repaid with interest, running from ordinary business loans and bank term facilities through to unitranche and mezzanine notes; it dilutes nobody, but it has to be serviced whatever happens to trading. Equity financing sells a share of the acquiring company to an investor, which removes the monthly payment and shares the financial risk, at the cost of part of the future. Seller or owner financing leaves an agreed slice of the price with the vendor, repaid out of the profits of the business they have just sold.
In the United Kingdom lower mid-market, the common shape blends debt financing with a vendor note and a modest equity cheque. Which blend suits you is a function of the target company accounts, the price and how much risk you want on your own balance sheet, and it is the first thing we work out.
Deal by deal mechanics: how a leveraged buyout works · how to finance a business acquisition
The funding stack
Which instruments make up the debt?
Six, layered by rank and price. Senior debt ranks first, takes full security and amortises over four to six years. Cash flow lending does the same job for asset-light businesses where there is nothing but earnings to lend against. Unitranche debt collapses senior and junior into one facility from a single debt fund, one margin, one covenant set, principal repaid in a bullet at maturity. Mezzanine finance sits behind the senior lender with cash interest, payment in kind interest and sometimes warrants. Asset based lending advances against the target's debtors, stock, plant and property, which often releases more than a cash flow multiple would.
Two sources sit outside the banking market and cost nothing in margin. Vendor loan notes leave part of the price with the seller, repayable over two to three years, and are the single most useful lever in a small deal. At the plain end of the market, ordinary business loans and commercial mortgages do the same job for smaller businesses where the price is modest and the security is bricks. Sponsor and management equity completes the structure, typically alongside a private equity investor at 30% to 50% of enterprise value from sponsor and management. Most structures we arrange for trading businesses combine three of these, not one.
Debt capacity
How much will the target's earnings carry?
Start with adjusted EBITDA as the target company accounts report it, then apply a multiple. As at September 2026 our indicative bands are senior debt of 2.5x to 3.5x EBITDA and total debt of 3.5x to 5.0x EBITDA with unitranche or mezzanine, with equity of 30% to 50% of enterprise value from sponsor and management. Those are starting points, not entitlements. The multiple moves up for recurring revenue, contracted order books, low customer concentration and genuine cash conversion; it moves down for cyclicality, thin margins, owner dependence and capital expenditure that has been deferred to flatter the accounts.
The multiple is only the first test. The binding one is debt service cover: free cash flow after tax and maintenance capital expenditure divided by scheduled interest and repayments, which funders want at 1.25x or better through the forecast. A business converting 60% of EBITDA into cash carries materially less debt than one converting 90%, at identical earnings. Two businesses can report the same profit and borrow very different amounts. The same test applies whether the business is a manufacturer, a services firm or a distributor. Financial covenants are then set around that capacity. Where the cash flow multiple stops short of the price, the answer is usually a vendor loan, an asset based line released against the balance sheet, or a mezzanine layer, in that order of cost.
Model the structure in the LBO calculator · Leverage ratio calculator · Leverage ratios explained
Cost of debt
What should a buyer expect to pay?
Price follows rank, and acquisition financing is dearer than the business loans a company takes out for ordinary trading. Our indicative all-in ranges as at September 2026 are 7% to 10% all-in for bank senior debt, 9% to 14% all-in for specialist cash flow lending, 10% to 13% all-in for unitranche, 12% to 18% including PIK for mezzanine, and 6% to 10% plus facility fees for asset based lending. Facilities are quoted as a margin over the Bank of England Bank Rate or over SONIA, so the all-in cost moves with the reference rate rather than sitting still. These are bands we see in the market, not quotes, and they are indicative only.
Then read the fees, because they change the answer. Arrangement fees of 1 to 2% of the facility, non-utilisation fees on the undrawn revolver, exit or prepayment fees on fund debt, and monitoring fees on asset based lines all sit outside the margin. A unitranche facility with no amortisation frequently beats a cheaper bank package on cash cost in the first three years, because the bank is taking capital back while the fund is not. We model total cash cost across the hold period alongside the blended cost of the whole structure, and we tell you which lever moved the number.
The funder market
Who lends against a company purchase?
Four groups, all of them writing acquisition financing, and they compete on different ground. The banks, names active in this market include Barclays, HSBC UK, Lloyds Bank, NatWest, Santander UK, Allica Bank, are cheapest and most covenanted. The specialist cash flow lenders, ThinCats, Caple, Growth Lending, Boost&Co among them, take asset-light targets a bank credit committee will not size. The private debt funds, Ares Management, Barings, Pemberton, Tikehau Capital and peers, write unitranche cheques at higher leverage with a bullet repayment. The asset based lenders, including Close Brothers, Aldermore, Arbuthnot Commercial ABL, Secure Trust Bank Commercial Finance, look through earnings to the debtor book, stock and plant.
Behind them sit the equity investors, BGF, LDC, Inflexion, ECI Partners, Livingbridge and others, who fund the gap the debt market will not reach. Between them these groups cover almost every shape of business acquisition finance a UK buyer needs. Those names are illustrative of the panel, not a recommendation, and no funder is ever committed to a case until it says so in writing. We are an arranger and introducer, not a lender: we have no book to protect, so we run the same credit paper across the groups and let their appetite compete rather than accepting the first bank answer.
Security and diligence
What will funders take, and what will they check?
Expect a full debenture over the acquiring entity and the target, a legal charge over any property, a share pledge over the target's shares, cross guarantees between group companies and an intercreditor deed ranking each layer. Personal guarantees are common on smaller bank deals and unusual on sponsor-backed leveraged structures, where lenders take comfort from equity subordination and warranties instead. Where a newco is formed to make the purchase, security is taken at both levels so the lender reaches the trading assets rather than a holding company shell. Corporate groups with several trading businesses should expect security across the whole structure, not only over the entity making the purchase.
Diligence runs in three streams. Financial due diligence tests the quality of earnings, reads the statutory accounts against the management accounts, normalises the adjustments and separates real profit from add-backs. Commercial diligence examines the customer base, the pipeline and the market. Legal diligence checks title, contracts, employment and litigation, and feeds the warranties and indemnities in the share purchase agreement. On acquisitions of this size, funders expect the financial information pack to be ready before diligence starts, not assembled during it. On a lower mid-market deal, plan for six to ten weeks from credit approval to completion, with the facility agreement, intercreditor deed and share purchase agreement negotiated in parallel rather than in sequence.
The target's balance sheet
What happens to the debt already in the business?
It gets repaid, refinanced or assumed, and you decide which before you sign. Corporate acquirers often meet this for the first time here. In a share purchase the liabilities come with the company, so every facility inside the business has to be listed from the accounts and read: term loans, invoice discounting, hire purchase and lease agreements, the Growth Guarantee Scheme or older recovery loan facilities, and any director or intercompany loan. Most contain change of control provisions that make them repayable on completion, which is why they appear on the uses side of the funding table rather than quietly staying put.
Two consequences follow. First, price: net debt is deducted from enterprise value, so a target valued at 6.0x EBITDA with £1.5 million of net debt costs you £1.5 million less in equity value but the same in total funding. Second, structure: refinancing the target's invoice discounting line into a new asset based facility often releases more cash than the old one did, which reduces the senior debt you need. In a trade and assets purchase the liabilities generally stay behind with the seller, which is cleaner but changes the tax and employment analysis entirely. On serial acquisitions the exercise is repeated every time, because each new facility resets what the business owes.
Tax treatment
Where does tax change the structure?
In three places. Interest on debt taken out for a genuine commercial purpose is generally deductible against corporation tax, which at the 25% main rate is what makes leverage efficient; the small profits rate of 19% applies below £50,000 of profit with marginal relief up to £250,000. That deduction is not unlimited. The corporate interest restriction can cap relief where a group's net interest expense exceeds £2 million a year, which matters on larger structures and on mezzanine coupons that look modest until payment in kind interest compounds.
Stamp duty is the second. A share purchase attracts stamp duty at 0.5% of the consideration, payable by the buyer, while an asset purchase can attract stamp duty land tax on any property and VAT questions on the trade. Third, where the debt sits: interest is only useful if it arises in the entity with the taxable profits, so newco, holdco and the trading company have to be arranged so the deduction lands somewhere it can be used, and group relief works. Group structures holding several businesses are worth modelling once, properly, so the financial and tax outcomes are seen together. We structure the debt with your accountant and tax adviser rather than instead of them. We do not give tax or legal advice.
Deal rationale
What do funders make of the reason for buying?
More than most buyers expect. Credit papers open with the strategic case, and the reasons that survive scrutiny are the concrete ones: economies of scale in overheads and purchasing, market share in a region or a product line, a customer base that can be sold the acquirer's existing services, capability or intellectual property that would take years to build, access to a skilled team in a tight labour market, and geographic reach into territories the acquirer cannot service today. Buy-and-build strategies, where a platform company makes a series of bolt-on acquisitions, are well understood by the debt funds and often financed with a committed acquisition facility rather than a fresh raise each time.
What funders discount is synergy arithmetic with nothing behind it. Cost savings are credited where they are specific, quantified and within the buyer's control, such as a duplicated site lease or an overlapping back office. Revenue synergies are usually ignored entirely in the base case, because they depend on customers behaving as hoped. Integration risk gets its own paragraph: two profitable businesses combined badly generate less cash than either did alone, and the debt schedule does not care why. Funders back businesses that can absorb an acquisition, not merely buy one. So the case that raises money describes who runs the combined business, what happens to the target's people in the first ninety days, which systems merge and when, and what the numbers look like if none of the upside arrives.
Benefits
What are the benefits of buying rather than building?
Speed, mostly. Organic business growth compounds slowly, while an acquisition delivers revenue, customers, staff and capability on the day of completion. For corporate acquirers the benefits are concrete: a step change in scale that spreads fixed overheads across more turnover, purchasing power with suppliers, entry to a region or a sector that would take years to build from nothing, and a wider product set to sell into an existing customer base. Financing the purchase with debt rather than with cash keeps working capital inside both businesses, and because interest on commercial borrowing is deductible against corporation tax, part of the cost is met by the tax bill you no longer pay.
The benefits are real and so is the cost. Debt converts a variable profit stream into fixed monthly payments, and mergers and acquisitions have a long record of destroying value where integration is underestimated. Two profitable businesses combined badly earn less than either did alone. So the honest version of the benefits case pairs each one with the financial risk behind it: leverage magnifies gains and losses equally, covenants hand control to the lender after a single bad quarter, and a business bought at a full multiple leaves no room for a disappointing first year. Where the price outruns what the business can service, equity financing stops being a choice and becomes the only way to close the gap. We size acquisition financing against the downside case in the accounts, then show you the upside, rather than the other way round.
The mandate
How we take a deal from outline to drawdown
Step 1
Brief 15-minute call
We take the deal outline: the target, its EBITDA and cash conversion, the price, who the acquirer is and how much equity is available. Fee-free; no commitment.
Step 2
Debt capacity and indicative terms
We size senior, unitranche or mezzanine debt against EBITDA and free cash flow, build the sources and uses, then run the case across banks, debt funds and asset based lenders for indicative terms.
Step 3
Credit approval and due diligence
The chosen funders take the case to credit. Financial, commercial and legal due diligence, covenant setting, security and any guarantee terms are agreed and the offer is issued.
Step 4
Legals and completion
Facility agreement, intercreditor deed, debenture and share purchase agreement are negotiated in parallel. Funds draw on completion.
Behind the process is a corporate finance background: 25 years in banking with significant transactional experience including leveraged buyouts and acquisitions, and £400m+ raised for UK companies. 1% of debt raised on drawdown, lender fee credited first, nothing if the deal does not complete. Where the target is being bought by its own management team, our sister site MBOFinance.co.uk covers the management buyout route in more detail.
The product family
Every layer of the capital structure
Business acquisition loans
Term loans to buy a company.
Typically 50 to 70 percent of the purchase price over four to six years.
Leveraged finance
Debt sized on cash flow, not assets.
Total debt of 3.5x to 5.0x EBITDA on strong credits, less for cyclical or smaller businesses.
Cash flow lending
Borrowing against earnings.
2.0x to 3.5x EBITDA over three to six years, amortising or with a bullet.
Senior debt
First-ranking, lowest cost.
2.5x to 3.5x EBITDA from banks, priced off Bank Rate or SONIA plus a margin.
Unitranche debt
Senior and junior in one facility.
4.0x to 5.5x EBITDA in a single tranche, usually with a bullet repayment.
Mezzanine finance
Between senior debt and equity.
An extra 1.0x to 1.5x EBITDA on top of senior debt, at 12 to 18 percent including PIK.
Private equity buyout finance
Debt alongside a sponsor.
Debt of 4.0x to 5.5x EBITDA with equity of 40 to 50 percent of enterprise value.
Every layer below can form part of one acquisition financing package for a single business. Working out the mechanics first? Start with what is a leveraged buyout, then the debt stack and what EBITDA means to a lender.
Acquisition finance questions we are asked most
How hard is it to get an acquisition loan?+
Harder than a working capital facility, easier than most owner-managers expect. Funders are underwriting the target's earnings rather than your optimism, so the practical test is whether free cash flow after tax and capital expenditure covers repayments with headroom, usually 1.25x or better. A target with three years of audited accounts, stable gross margins, no single customer above roughly a quarter of revenue and a management team staying on is bankable. Loss-making, one-customer or asset-light targets are not impossible, they simply move from the banks to the debt funds and cost more.
Can banks do acquisition financing?+
Yes. Clearing and challenger banks are the largest providers of UK acquisition debt and the cheapest, at an indicative 7% to 10% all-in as at September 2026. What they will not always do is stretch. Bank senior debt tends to stop at 2.5x to 3.5x EBITDA, with quarterly covenants and amortisation. Where the price needs more debt than that, we layer a debt fund, a mezzanine provider or an asset based lender behind the bank, or replace the bank entirely with a unitranche facility.
What does acquisition mean in banking?+
In banking, an acquisition is the purchase of a controlling stake in a company, and acquisition finance is the credit product that funds it. Bankers separate share purchases, where you buy the company and everything in it, from asset or trade-and-assets purchases, where you buy the trade and leave the liabilities behind. The distinction changes the security package, the tax treatment and the diligence, so it is settled early rather than late.
What happens to debt in an acquisition?+
It is repaid, refinanced or assumed, and the sources and uses table has to say which. Most facilities in the target contain change of control clauses that make them repayable on completion, so the new funding often has to clear the old invoice discounting line, hire purchase agreements and director loans on day one. Where existing debt is cheap and the lender consents, it can stay. Either way it reduces the equity value you are paying for, which is why net debt is deducted from enterprise value in the price.
What is the difference between acquisition finance and leveraged finance?+
Acquisition finance describes the purpose of the money, buying a company. Leveraged finance describes the technique, sizing debt at a multiple of EBITDA rather than against asset values. Most acquisition finance in the UK mid-market is leveraged finance, but not all of it: a property-backed purchase funded on loan to value, or a small deal funded against invoices and plant, is acquisition finance without being leveraged.
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