In the context of a business transfer, Vendor Take-Back (VTB) financing is an increasingly common tool. Before opting for this financial arrangement, it is essential to understand its terms.
Definition and Functioning
The VTB allows the seller and the buyer to agree on a deferred payment, spread over a determined period (usually between three and five years) after the transaction is concluded. Typically, it represents about 10% to 25% of the agreed sale price. However, there are no strict rules; it all depends on the negotiations between the parties.
Advantages for the Buyer
- Reduction of Initial Financing Amount: The VTB facilitates the purchase of a business by reducing the initial amount to be financed.
- Securing the Fair Price: It helps secure the fair price of the business and demonstrates that the seller believes in the future of the business by contributing to its financing.
Advantages for the Seller
- Tax Advantage: The VTB offers a tax advantage by spreading taxable income over several years, thus limiting the immediate impact of capital gains tax.
- Transaction Acceleration: This mechanism can speed up the conclusion of a transaction, especially when the number of potential buyers is limited.
- Continued Involvement: It often encourages the seller to remain involved in the management of the business to ensure a smooth transition, which secures both parties.
Potential Risks
- Financial Risks: If the business does not perform as expected, the buyer may struggle to repay the full debt at maturity. In this case, the seller may not receive the full transaction amount.
- Possible Tensions: The continued involvement of the seller can sometimes create tensions, especially if the seller has difficulty refraining from intervening in the new management’s decisions.
The “Earn-Out Clause”
When the seller and the buyer have different views on the value of the business, the “earn-out clause” (also known as a performance-related clause) can be a solution. It allows the buyer to propose a lower initial price, with an additional payment based on results exceeding expectations. This method reduces risks for the buyer by avoiding overpaying for an overvalued business. However, if poorly defined, this clause can lead to conflicts, especially if the performance measurement criteria are ambiguous.
The Seller as a Minority Shareholder
Another option to consider is for the seller to retain a minority stake in the business. This can be an interesting compromise to reduce the buyer’s financial burden and ensure a smooth transition.
Advantages for the Seller
The seller remains involved in the business without bearing the daily management and benefits from an additional source of income through dividends or the resale of the remaining shares, which may have increased in value. Moreover, this solution often reassures buyers and creditors, as it demonstrates the seller’s confidence in the long-term success of the business.
Advantages for the Buyer
This option allows the buyer to benefit from the continued support and experience of the former owner, particularly in the early years of the transition. It can facilitate change management and contribute to the business’s stability, especially in sectors where relationships with stakeholders are crucial.
Points to Consider
However, for this solution to be successful, it is essential that both parties clearly agree on roles and responsibilities to avoid potential conflicts. Does the minority shareholder want to remain involved in strategic decisions? What will be the buyer’s leeway? These are questions that need to be answered before committing. A shareholders’ agreement should be planned to protect both parties.
Conclusion
Various financial arrangements such as the VTB, the “earn-out clause,” or the sharing of shares between the seller and the buyer are tools that can make the difference between a successful transaction and a project that does not come to fruition. Each of these solutions has advantages and disadvantages that must be well understood. Therefore, a thorough analysis is essential to protect the interests of both the seller and the buyer.
For any questions regarding these mechanisms, our team of experts at EC2 is available to guide you through the complexities of financing and help you structure a business transfer tailored to your needs. They can also inform you about the terms of an aid program that, in some cases, guarantees 100% of the VTB during a business transfer.
Contact us to discuss.
