Asset class — Business acquisition

A PPM for business acquisitions, roll-ups, and search funds

Buying an operating business under a Rule 506 exemption has its own drafting dialect — EBITDA multiples, quality-of-earnings, working-capital pegs, earn-outs, seller notes, and operator-dependency risks. PPMWizard is tuned for the sponsor-led acquisition shape, whether you are acquiring one company, rolling up several, or running a traditional search.

What this PPM covers

The business-acquisition framework renders the same skeleton as a real estate PPM — cover, suitability, executive summary, use of proceeds, sources and uses, projections, risk factors, entity and security terms, subscription documents — but the prose and numerics shift to match an operating-company buy. The executive summary reads off LTM revenue and EBITDA, the pro forma is an operating P&L rather than a rent roll, and the risk library swaps in operator-dependency, customer-concentration, key-person, and earn-out risks.

The waterfall engine still runs — many search and roll-up sponsors use a pref-and-promote structure to align with LP expectations — but the wizard also supports straight equity splits, preferred-and-common cap tables, and convertible notes when the deal calls for it.

When to use this framework

Use it for a classic search-fund acquisition of a single lower-middle-market company, for a sponsor-led roll-up that plans to consolidate several operators, or for an independent-sponsor deal where capital is being raised against a specific target under LOI. The shape also fits holding-company raises where the capital will deploy across multiple operating companies over two to four years.

If the thesis is primarily real estate, or primarily a structured-credit portfolio, those frameworks typically fit better. In our experience sponsors who try to force a real estate template onto an operating-company deal end up rewriting the risk and projections sections anyway.

Typical deal structure

A common shape is a Delaware LLC holding company, issuing preferred units under Rule 506(c) with a 6–8% preferred return and a promote to the operator-sponsor after LPs hit a return threshold. Search funds often use two-stage structures — a small "search" raise followed by a larger "acquisition" raise at close. Raise sizes typically run $3M–$30M on the acquisition round. The wizard keeps both rounds coherent and the disclosure consistent between them.

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