April 2020 #2

Access to some materials included in this newsletter may be limited to Red Forest Capital funds.

One of the most common questions we receive is “how has the pandemic impacted search fund activity?” We endeavor to maintain real-time insight into this question and aim to keep you informed of any relevant developments.

While deal flow may have slowed, low to mid-market deals continue to move forward and close. One caveat is that some larger lenders have pulled back with some reporting that lenders do not anticipate making new loans until mid-summer to fall. This pull-back may be longer than expected as lenders anticipate loan losses due to bankruptcies and continue to adapt to the COVID relief programs (e.g. PPP).

Buying opportunities exist, but the challenge for some businesses will continue to be how to underwrite future performance. Negotiating an LOI or PSA today will require creativity and risk-mitigating features given the added uncertainty. Consult your attorney for specific guidance and explore structures with a greater proportion of equity (including all-equity which we’ve seen in some software LOIs), to a greater percentage of seller financing, earnout, or equity rollover. Within the LOI, some have negotiated longer exclusivity, such as 120+ days and/or an end to COVID shutdown before closing.

Please contact us if you have any questions or if we can be of help. In the meantime, the following are a few updates.

INDUSTRY IDEAS

INDUSTRY IDEAS

FUN

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May 2020

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April 2020 #1