Acquisition and leveraged finance · term debt
Business acquisition loans, sized on the target's cash flow.
A business acquisition loan is term debt advanced to buy a company, repaid from the profits of the business you are buying. We arrange them from £500,000 to £10 million across banks and specialist lenders, and we tell you what the target's accounts will actually support before you agree a price.
Advice from Matt Lenzie · 25-year career banker (Bank of Scotland, Lloyds Banking Group). £400m+ raised for clients.
Founder profile →The product
What does the loan pay for?
The shares or the trade and assets, plus everything that travels with them. A single facility usually covers the consideration, the repayment of debt sitting inside the target, the working capital the business needs from the first week, and the arrangement and professional fees. Some lenders split it: a term loan for the price, a revolving credit facility or invoice finance line for working capital, and hire purchase left in place on the vehicles and plant. Asset finance already running inside the target can usually stay exactly where it is, which preserves capacity for the price. Splitting is cheaper, because working capital priced as a revolver costs less than working capital funded by a six-year term loan.
What the loan does not fund is the part of the price no lender will carry. That gap is filled with your own cash, a vendor loan, deferred consideration or an equity investor, and it is the first thing we size. Debt service cover: free cash flow after tax and capex divided by loan repayments.
Types
What types of business loans fund a company purchase?
Four main types, and a well-built deal uses more than one. The core product is a term loan, the business acquisition loan proper: a fixed sum drawn at completion and repaid over four to six years out of the profits of the business you buy. Asset finance funds the plant, vehicles and equipment separately, through hire purchase or a finance lease, which keeps those items off the term loan and frees capacity for the purchase price itself. A commercial mortgage funds any freehold property in the deal over a longer term and at a finer rate than cash flow debt. Invoice finance releases cash against the debtor book from the day of completion, which is often what pays for the first quarter of working capital.
Set against those, unsecured business loans and revenue-based advances do exist, and they rarely suit a purchase of this size: the term is short, the cost is high, and the monthly commitment competes with the money the new business needs to trade. Personal borrowing to fund a company purchase is worse still, because the interest is not deductible and the risk sits entirely with you rather than with the acquiring company.
Choosing between the types is arithmetic rather than preference. Splitting the funding across a term loan, asset finance and invoice finance almost always raises more in total than one loan and costs less, because each pound is then priced against the security standing behind it rather than against the weakest part of the deal. It matters for growth too: a business that has spent every pound of its borrowing capacity on the purchase has nothing left for the working capital that growth consumes. We build the mix, price each element, and show you what the combination does to monthly cash before you commit to anything.
Wider context on the funding options: acquisition finance · how to finance a business acquisition
Loan size
How much can you borrow to buy a business?
Between half and two thirds of the price, as a rule of thumb, and more only where the balance sheet or a junior layer allows it. Lenders work from adjusted EBITDA rather than the asking price: our indicative senior band is 2.5x to 3.5x EBITDA as at September 2026, so a business with £900,000 of adjusted EBITDA supports roughly £2.25 million to £3.15 million of bank term debt, whatever the seller is asking. Where the target owns freehold property, a commercial mortgage against it stacks on top and can lift total borrowing well past the cash flow multiple.
The real constraint is service, not size. Funders test the financial capacity of the business rather than the ambition of the buyer. Free cash flow after tax and maintenance capital expenditure has to cover interest and capital repayments at 1.25x with headroom against a downside case. That is why two businesses with identical EBITDA borrow different amounts: the one converting most of its earnings into cash wins. Illustratively, a target on £900,000 of EBITDA converting 70% of it to cash generates about £630,000 of servicing capacity, which supports roughly £2.4 million over six years at an indicative 8.5% before covenant headroom. Worked example only; every case is underwritten on its own numbers.
Deposit and security
What do you have to put in, and what do lenders take?
Expect to contribute 20 to 40% of the price. Funders call it equity rather than deposit, and it can be assembled from cash, a vendor loan, deferred consideration, an earn-out, surplus cash already inside the target, or third party investment. What matters to credit is that the buyer has money at risk behind the lender, and that the contribution is documented before completion rather than promised. Your own financial position is read at this point too, not only the target company accounts.
The security package on a smaller deal is comprehensive. A debenture over the acquiring company and the target, a share pledge over the shares being bought, cross guarantees across the group, a legal charge over any property, and personal guarantees from the directors. Personal guarantees are the point most buyers stall on: they are near-standard on bank lending below roughly £5 million, often capped at a stated sum, and sometimes reduced or released once leverage falls below an agreed level. Where the target has a strong debtor book, an asset based structure can carry more of the risk and reduce what is asked of you personally.
Term and repayment
Over how long, and on what profile?
Four to six years on capital and interest is the norm, sometimes seven where property forms part of the security. Pricing is indicative at 7% to 10% all-in for a bank facility and 9% to 14% all-in from a specialist cash flow lender as at September 2026, quoted as a margin over the Bank of England Bank Rate or over SONIA rather than as a fixed number, so the cost moves with the reference rate. Arrangement fees of 1 to 2% are typical and usually deducted at drawdown.
Two features are worth negotiating hard. A capital repayment holiday of three to twelve months protects cash while you take control of the business, and it costs the lender little. A modest balloon at maturity, say 10 to 20% of the original loan, lowers the monthly burden and is refinanced or repaid on exit. Alongside these sit the covenants: leverage, debt service cover and sometimes minimum EBITDA, tested quarterly. We negotiate the headroom in those covenants against your forecast, because a covenant set to the base case breaches on any bad quarter. The benefits of getting that right are felt in year three, not on the day the financing completes.
Underwriting
What do lenders read in the target's accounts?
Three full years of accounts, current management information, and the gap between the two. Credit teams normalise EBITDA by stripping out owner remuneration above a market salary, one-off costs, related party charges and any rent paid to the seller on property that is not part of the sale, then add back nothing they cannot evidence. They look at gross margin stability, debtor days, stock turn, the trend in creditor days, whether capital expenditure has been suppressed, and how much of profit has actually landed in the bank.
Then the qualitative reading. Customer concentration above roughly a quarter of revenue in one name is the most common reason a deal is declined or repriced. Owner dependence is the second: if the seller is the relationship with every major customer, the lender needs a handover period, a consultancy agreement or a deferred element tied to retention. A management team staying on, contracted or recurring revenue and a diversified customer base do more for your terms than any presentation. Businesses with clean, timely financial reporting are simply cheaper to fund than businesses without it. Where the accounts are thin, funders lean harder on security, on the vendor staying in for part of the price, and on your own track record in the sector.
Vendor support
How does a vendor loan sit alongside the bank debt?
Behind it, and it is the cheapest money in the deal. A vendor loan leaves 10 to 30% of the price outstanding with the seller, repaid over two to three years, subordinated to the senior lender by a deed and usually with repayments blocked while any covenant is in breach. Sellers accept it more often than buyers expect, because it can improve the total price achieved and, in the right circumstances, spread their tax. It is not free: interest is normally charged, and the seller will want security ranking behind the bank.
For the lender, vendor paper does two useful things. It reduces the senior loan needed, and it keeps the seller financially interested in the handover going well, which is worth more than a warranty. Deferred consideration and earn-outs work similarly, tying part of the price to performance after completion. On a stretched deal, the combination of a vendor loan and an asset based line against debtors and plant frequently closes a gap that no amount of arguing with a credit committee will close. Vendor financing and asset finance are the two cheapest additions to most funding packages.
Realism
How hard is it to get an acquisition loan?
Harder than a working capital facility, and mostly won or lost before the application. Funders decline acquisition proposals for a short and predictable list of reasons: earnings that will not service the debt, no buyer equity, a target dependent on one customer or on the departing owner, forecasts with no evidence behind them, and a buyer with no experience in the sector. Fix those and the deal is bankable. Business loans of this type are declined on the numbers far more often than on the buyer. Leave one unaddressed and the answer is no, however good the business looks.
Presentation genuinely moves the outcome, because credit teams see far more weak papers than good ones. What travels well is normalised accounts with the adjustments evidenced, a sources and uses table that funds working capital as well as the price, an integration plan, a downside case that still services the loan, and a clear account of who runs the business on the Monday after completion. Names active in this market for smaller acquisition lending include NatWest, Santander UK, Allica Bank, OakNorth, Shawbrook, alongside cash flow lenders such as ThinCats, Caple, Growth Lending. Illustrative of the panel, not a recommendation. We are an arranger, not a lender, and no case is agreed until a funder confirms it in writing. We assemble the funding package, present the financial case and run it across the panel rather than sending you to one bank.
Also useful: how to get a loan to buy a business and what EBITDA means to a lender. Where the buyers are the existing management team, MBOFinance.co.uk covers management buyout funding.
Debt or equity
Is debt finance or equity finance the better way to buy?
Debt finance keeps the business yours. You borrow, you repay with interest, and the shares stay where they are. Equity finance sells part of the acquiring company to an investor instead, which removes the monthly payment and shares the financial risk, but permanently shares the value you go on to create. For most owner-managed purchases in the United Kingdom the answer is mostly debt finance with a modest equity element, because the returns on a business bought at four to six times earnings are worth keeping. Where the price runs well ahead of what the accounts will service, equity finance stops being a choice.
That trade-off is what buyouts turn on. Management buyouts and larger leveraged buyouts, the LBOs, are simply this decision taken to its limit: as much debt as the cash flow will safely carry, and the smallest equity cheque that closes the gap. The benefits of the debt route are obvious and so is the risk. Every extra turn of leverage lifts the return on your equity and shortens the distance to a covenant breach, and the financing that looked comfortable on the plan can look tight on a bad year.
Our own bias is conservative. We would rather structure business loans the target can service in a poor year than maximise the headline figure, because the buyer carries that risk for the next six years and we do not. Where an investor is involved, private equity buyout finance covers the equity side, and LBO versus MBO compares the two routes for growth-stage businesses.
Other routes
Where a term loan is not the whole answer
Acquisition finance
The head product: debt to buy a business.
Senior debt of 2.5x to 3.5x combined EBITDA; more with unitranche or mezzanine layers.
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.
Larger transactions move beyond business loans into the layered structures above: senior debt, unitranche and mezzanine finance, sized on the same accounts but funded by different institutions. The acquisition loan calculator covers the term debt end.
Questions buyers ask about acquisition loans
What is a business acquisition loan?+
A business acquisition loan is a term loan advanced to buy a company or its trade and assets, repaid out of the profits of the business you are buying. The borrower is usually a newly formed acquiring company, the lender takes a debenture over both that company and the target, and the loan runs four to six years on capital and interest. It is a specific credit product, assessed on the target's accounts rather than on your own income, which is what separates it from a general business loan or a personal loan.
How much can I borrow for an acquisition?+
Plan on 50 to 70% of the purchase price from a single lender, with the rest coming from your own cash, a vendor loan or an equity investor. Where the target owns property or a substantial debtor book, an asset based facility can take the total higher. The cap in practice is debt service cover: funders want free cash flow after tax and capital expenditure at 1.25x scheduled repayments or better, so a £500,000 EBITDA business rarely supports much beyond 2.5x to 3.5x EBITDA.
Is a business loan 100% tax deductible?+
No. The capital repayments are not deductible, only the interest is, and only where the borrowing has a genuine commercial purpose. Interest is deducted against profit before corporation tax at the 25% main rate, with the small profits rate of 19% applying below £50,000 and marginal relief up to £250,000. Arrangement fees are usually treated as loan relationship costs and spread rather than expensed at once. Where a group's net interest expense exceeds £2 million a year the corporate interest restriction can cap relief. Confirm the treatment with your accountant.
Can I get a business acquisition loan with no credit check?+
No, and any offer framed that way deserves suspicion. Every regulated bank and every serious debt fund will run credit searches on the acquiring company, the target and the directors, and will ask for personal financial statements on smaller deals. Adverse history is not automatically fatal: a satisfied county court judgment from six years ago or a historic dissolved company usually just narrows the funder list. Nothing is ever approved before credit sees it, and no arranger can promise otherwise.
Do I have to put my own money in?+
Almost always, yes. Funders want the buyer to carry real downside, so 20 to 40% of the price typically comes from outside the senior loan. That contribution does not all have to be cash from your bank account: a vendor loan, deferred consideration, an earn-out, cash already sitting in the target, or investment from a private equity or regional investor all count towards the equity side of the funding table.
Enquiry
Find out what the target will support
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