How do you finance a management buyout?

The key to a successful management buyout lies in the right capital structure — one that funds a smooth ownership transition and sets the stage for future growth. The first step is valuing your employer's company, typically as a multiple of normalized EBITDA (earnings before interest, taxes, depreciation and amortization), with non-recurring items removed. For example, a company generating $3 million of EBITDA sold at five times EBITDA has a $15 million enterprise value.

A sample $15 million financing structure

- Senior debt — $9 million (about 3x EBITDA), secured by company assets with a first charge in a recovery situation
- Seller debt — $3 million (20%), paid over time with interest, usually with few conditions and a patient seller
- Mezzanine financing — $2 million, bridging the gap with flexible repayment at a higher rate
- Equity investment — $1 million from the management team, often raised through a Special Purpose Vehicle from friends, family and accredited investors

Why each layer matters

- Equity — reduces the borrowing amount and shows lenders the team is committed to the deal's success
- Senior debt — the senior lender decides how many multiples of EBITDA it will lend
- Seller debt (vendor take-back) — favourable rates and a seller motivated to see the business survive and thrive
- Earn-out — additional future compensation tied to performance goals, aligning buyer and seller
- Mezzanine — bridges the gap with higher risk and rate but flexible, tailored terms

Build a clear set of assumptions and sources of cash, and engage an advisory firm to plan, source and structure the deal before you sign a letter of intent.

Key facts: financing a management buyout

Enterprise value = a multiple of normalized EBITDA (e.g., $3M EBITDA x 5 = $15M)
Sample structure: $9M senior debt, $3M seller debt, $2M mezzanine, $1M equity
Seller notes and earn-outs align interests; mezzanine bridges the financing gap
Equity signals lender commitment; engage an advisor before signing the LOI

Disclaimer: This article is for general informational purposes only and does not constitute legal, tax or financial advice. Consult qualified advisors regarding your specific circumstances.