Want to buy and run a business? The search fund model might be your answer. This step-by-step guide breaks down the entire process, from raising funds to successfully running your acquired company.
Key Takeaways:
- What is a Search Fund? A model where entrepreneurs acquire and operate established businesses, typically with $5M–$50M in revenue.
- Who is it for? Ideal for MBA grads, mid-career professionals, and military veterans.
- 5 Phases of the Process:
- Fundraising: Secure $400K–$500K for operational expenses.
- Search: Identify acquisition targets with $5M–$30M revenue and strong profitability.
- Due Diligence: Evaluate financials, legal risks, and operations.
- Acquisition: Close the deal with a mix of equity, debt, and seller financing.
- Integration: Transition into leadership and improve operations.
Quick Comparison Table:
| Phase | Key Activities | Timeline |
|---|---|---|
| Fundraising | Raise $400K–$500K, form investor agreements | 3–6 months |
| Search | Find businesses via brokers, outreach, networks | 18–24 months |
| Due Diligence | Analyze financials, legal, and operational risks | 3–6 months |
| Acquisition | Structure financing, negotiate terms, close deal | 2–4 months |
| Integration | Transition leadership, optimize operations | Ongoing |
This guide ensures you’re prepared for every step, from finding investors to thriving post-acquisition. Let’s dive into the details.
Phase 1: Getting Search Funding
Search Fund Costs and Budget
Launching a search fund typically requires between $400,000 and $500,000 to cover operational expenses over 18 to 24 months. Here's how the budget usually breaks down:
- 60–70%: Salaries
- 10–15%: Travel
- 10–15%: Due diligence
- 5–10%: Office/tech
- 5–10%: Marketing/networking [1][7]
Finding and Working with Investors
Search fund investors generally fall into four categories, each offering different levels of investment and support:
| Investor Type | Typical Investment | Benefits |
|---|---|---|
| High-net-worth individuals | $25,000–$50,000 | Mentorship and operational expertise |
| Family offices | $50,000–$100,000 | Long-term capital and perspective |
| Institutional investors | $100,000+ | Access to professional networks |
| Angel investors | $25,000–$75,000 | Flexibility and entrepreneurial insight |
Maintaining strong relationships with investors is key. Searchers typically provide monthly or quarterly updates and hold annual in-person meetings. This transparency not only builds trust but also allows searchers to benefit from investors' advice on strategic decisions [2][3].
Standard Funding Agreement Terms
Search fund agreements often include the following key terms:
1. Investment Structure
Investors are entitled to a 1.5x return on their initial capital if an acquisition is completed. They also receive the right of first refusal for acquisition financing [1][7].
2. Searcher Compensation
During the search phase, searchers earn $80,000 to $150,000 annually, balancing modest pay with the opportunity to secure 20–30% equity ownership after the acquisition [1][2][3].
3. Governance Rights
Investors typically secure governance rights, such as:
- Board seats
- Financial reporting requirements
- Veto rights on major decisions
- A search timeline of 18–24 months, with an optional six-month extension [1][3]
For those navigating the fundraising process, platforms like BusinessBuyers.co offer tools to connect with investors and conduct due diligence. These resources are especially helpful as searchers prepare for the next step: identifying acquisition targets in Phase 2.
Phase 2: Finding Target Businesses
Defining Business Search Criteria
| Criteria | Target Parameters |
|---|---|
| Revenue | $5-30M annually |
| EBITDA Margin | 10-20% |
| Growth Rate | 5-15% annually |
| Customer Concentration | Less than 15% per client |
| Management | Team willing to stay |
| Revenue Type | Recurring income streams |
These benchmarks are designed to meet the investor preferences outlined in Phase 1 [1][2].
Methods for Finding Businesses
Search fund entrepreneurs use a variety of strategies to discover potential business opportunities. Here's a breakdown of the most common methods:
-
Broker Networks
- Provides access to vetted opportunities
- Streamlines deal flow through professional management [4]
-
Direct Outreach
- Create targeted lists using industry databases
- Use CRM tools to track leads
- Execute personalized email and call campaigns [8]
-
Professional Networks
- Tap into relationships with industry-specific accountants, lawyers, commercial bankers, and wealth managers [3]
Combining these approaches ensures a steady flow of potential opportunities for evaluation.
Key Areas for Business Assessment
Once potential businesses are identified, the next step is a thorough evaluation. Here are the main areas to focus on:
| Assessment Area | Key Metrics |
|---|---|
| Financial Health | EBITDA margins, working capital, debt levels |
| Market Position | Competitive strengths, industry trends |
| Growth Potential | Opportunities for geographic or service expansion |
| Risk Factors | Customer dependency, technology requirements |
| Management Quality | Leadership depth (important for Phase 5 transition planning) |
This detailed assessment process sets the stage for the next phase: a deeper dive into due diligence in Phase 3.
Phase 3: Due Diligence Steps
Key Areas of Due Diligence
The 60-90 day investigation focuses on verifying critical aspects of the business. Building on the insights from Phase 2, this phase digs deeper into legal and operational realities.
| Area | Focus Points | Common Issues |
|---|---|---|
| Legal | Contracts, intellectual property, litigation history | Pending lawsuits, regulatory violations |
| Operational | Business processes, tech systems | Outdated tools, inefficient workflows |
| Customer | Retention rates, client diversity | Dependency on few clients, high churn |
| Supply Chain | Vendor relationships, inventory | Single-source vendors, excess stock |
Methods Used in Due Diligence
The due diligence process unfolds in two main stages, each with its own focus:
Preliminary Due Diligence
This takes 2-4 weeks and aims to identify any immediate deal-breakers early on [2][4]. Activities include reviewing basic financials and conducting initial market research.
Comprehensive Due Diligence
Once the letter of intent (LOI) is signed, this detailed review lasts 60-90 days [1]. Key tasks include:
- Quality of Earnings (QoE) analysis conducted by accounting experts
- Auditing contracts for potential risks
- On-site reviews of operations
- Customer interviews to assess satisfaction and loyalty
- Evaluating the company's technology infrastructure
Tools for Due Diligence
Digital tools streamline the process and save time [3]:
| Tool Type | Purpose | Examples |
|---|---|---|
| Virtual Data Rooms | Secure document sharing | Intralinks, Datasite |
| Financial Analysis | Modeling and projections | Excel, Google Sheets |
| Legal Research | Contract and compliance review | LexisNexis, Westlaw |
| Due Diligence Platforms | Process management | DealRoom, Diligence Engine |
"Northstar Capital's acquisition of Midwest Manufacturing Co. uncovered environmental liabilities during due diligence, resulting in a $1.2M price reduction."
For search fund operators, platforms like businessbuyers.co provide specialized tools and templates for financial modeling and due diligence. These resources are tailored for business acquisitions, helping ensure a thorough and efficient evaluation [9][10].
Search Funds: How to Buy a Small Business
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Phase 4: Deal Structure and Closing
With due diligence complete, it's time to focus on structuring the acquisition and finalizing the deal.
Financing Options
Search fund acquisitions often rely on a mix of funding sources. Research from Stanford Graduate School of Business shows that, on average, these deals in 2020 used a 60% debt and 40% equity split [1].
| Financing Type | Typical Range | Benefits | Challenges |
|---|---|---|---|
| Equity | 30-50% | Flexible repayment; aligns with searcher equity structure | Risks ownership dilution |
| Debt | 50-70% | Maintains control | Strict repayment terms |
| Seller Financing | 10-30% | Reduces upfront capital needs | Higher interest rates |
The chosen funding mix directly affects the terms negotiated during the next stage.
Deal Terms and Negotiation
Structuring the deal requires balancing short-term needs with long-term goals. In 2020, the average search fund acquisition had an enterprise value of $12.9 million [1], underlining the importance of getting this phase right.
Key components of deal structuring include:
| Component | Description | Key Role |
|---|---|---|
| Purchase Price | Total value of the acquisition | Forms the basis for ROI analysis |
| Working Capital | Funds for daily operations | Ensures smooth business continuity |
| Earnout Structure | Performance-based payments | Helps bridge valuation gaps |
| Transition Services | Seller's involvement post-sale | Facilitates knowledge transfer |
"Having experienced advisors can significantly improve the chances of a successful acquisition and potentially save substantial costs in the long run. Early involvement allows advisors to help shape the deal structure and identify potential issues before they become significant obstacles." [2][4]
Closing Process Steps
The closing phase, typically lasting 60-90 days from the signing of the Letter of Intent (LOI) to finalizing the deal [3], requires precise coordination among all parties involved.
Key activities during this phase include:
-
Pre-Closing Preparation
Finalize legal documents and secure necessary approvals. -
Final Due Diligence Review
Confirm updated financials and ensure no new contractual obligations have arisen. -
Execution and Transfer
This step involves:- Signing purchase agreements
- Transferring licenses and permits
- Updating insurance policies
- Implementing transition plans
- Communicating with key stakeholders
"According to search fund data, acquisitions where the previous owner remains involved in some capacity for at least six months post-closing tend to perform better in the first year of new ownership." [3][5]
Phase 5: Business Transition
After closing the deal in Phase 4, the focus shifts to operational integration. This stage often determines whether an acquisition succeeds or falls short. Statistics show that many acquisitions fail to meet expectations without effective transition management [12].
Employee and Customer Relations
During ownership transitions, uncertainty is a common challenge - 75% of employees report feeling unsure about their future [7]. A clear communication plan can help maintain stability and trust. Here are key actions for different stakeholder groups:
| Stakeholder Group | Key Actions |
|---|---|
| Key Employees | Offer retention bonuses and equity incentives |
| General Staff | Conduct town halls and provide training sessions |
| Top Customers | Ensure personal outreach and reassure service continuity |
| Suppliers | Review contracts and establish strong relationships |
For example, implementing a customer feedback system led to a 25% boost in customer satisfaction within six months [11]. These efforts should build on the management insights gained during Phase 3 due diligence.
Business Improvement Plans
Addressing operational inefficiencies, such as reducing excessive inventory (which is 40% above industry norms), can lead to quick wins [4].
"Companies that implement formal transition plans are 2.5 times more likely to meet or exceed financial targets [12]."
Key areas to prioritize include:
- Reviewing financial performance against the revenue and EBITDA targets set in Phase 2.
- Conducting an operational efficiency audit to identify bottlenecks.
- Evaluating systems flagged as risks during Phase 3 due diligence.
Support Resources
Entrepreneurs who succeed during transitions often rely on a variety of support systems.
| Resource Type | Purpose | Benefits |
|---|---|---|
| Investor Network | Provides strategic advice | Access to industry-specific expertise |
| Professional Services | Offers legal and HR support | Addresses specialized transition needs |
| Online Platforms | Supplies planning tools | Facilitates smooth implementation |
Specialized platforms can be especially helpful, offering tools like financial modeling and access to vetted service providers. For instance, expert-led improvements to inventory systems reduced carrying costs by 15% within the first year [3].
Conclusion: Next Steps
The search fund process is built around five key stages: aligning with investors (Phase 1), identifying targets (Phase 2), conducting thorough evaluations (Phase 3), securing financing (Phase 4), and integrating operations (Phase 5). Historically, successful search funds have delivered a median 35% internal rate of return and a 5.5x multiple on invested capital [1][3].
By focusing on the specific needs of each phase, searchers can set themselves up for strong operational outcomes after acquisition.
Success Tips
Financial Preparation
In Phase 1, it's crucial to manage the $400,000–$500,000 operational budget effectively while maintaining open communication with investors [1]. Key areas to focus on include:
- Building detailed financial models to evaluate potential targets
- Establishing relationships with diverse funding sources
- Keeping communication with investors transparent and consistent
Operational Excellence
Operators who thrive often dedicate 6-12 months to understanding the acquired business before making major changes [6]. To ensure success, prioritize:
- A structured approach to due diligence
- A well-thought-out 100-day integration plan
- Clear and consistent communication with all stakeholders
Resource Utilization
Platforms like businessbuyers.co can be invaluable for financial modeling and due diligence during Phases 2 and 3. Additionally, professional networks and specialized tools can assist with:
- Financial analysis and valuation
- Legal and accounting support
- Market research and competitive analysis
FAQs
How are search funds structured?
Search funds typically operate with a two-part structure. The first phase involves raising initial capital, usually in the range of $400,000 to $500,000, to fund the search for a target company. The second phase focuses on acquisition financing, which can range from $5 million to $30 million. Investors often receive a 1.5x preference on their initial capital along with equity participation, as outlined in the funding terms of Phase 1. This structure ensures alignment with the search and acquisition processes described in Phase 1 and Phase 4.
How to structure a search fund?
Structuring a search fund involves several key steps:
-
Create an investment prospectus (Private Placement Memorandum): This document should include:
- The entrepreneur's background
- Target industries
- Expected returns [6]
-
Follow a phased approach:
- Phase 2: Identify potential targets
- Phase 3: Conduct due diligence
- Phase 4: Finalize and close the acquisition
For the best outcomes, entrepreneurs should prioritize cash-positive targets that meet the criteria outlined in Phase 2. They should also maintain clear communication with investors, adhering to transparency standards from Phase 1, and execute the acquisition process as detailed in Phases 2 through 4.
| Component | Details |
|---|---|
| Investment Rights | Access to information and participation in acquisitions |
| Reporting | Regular updates on search progress and financials |
| Exit Strategy | Typical investment horizon of 5–7 years [1] |