
The Complete Business Acquisition Glossary: Master the Language of Buying a Business
Deals Down UnderShow Notes
If you have bought a business, and are open to sharing your story on the show, please email [email protected] If you want to sell your business, I'm buying. Please email [email protected]
This one's a solo episode from Dimitri. If you've sat through an ETA interview nodding along while someone throws around SDE, EBITDA, LOI, and Q of E like you already know what they mean, this is the fix. No guest, no fluff, just the vocabulary you need before you can actually follow a deal.
Dimitri works through it in four parts: how people structure their search (search funds, self-funded search, independent sponsors), how businesses get valued (SDE vs EBITDA, addbacks, multiples, enterprise value vs equity value), how the deal process runs (LOI, due diligence, Q of E), and how deals get funded outside the US, including why the SBA loan doesn't exist here and why that one gap changes everything about how AU/NZ deals get structured.
If you're tired of American acquisition content that assumes SBA financing and small deposits, this is the recalibration for how it actually works in Australia and New Zealand.
IN THIS EPISODE: Why "SDE" and "EBITDA" aren't the same number, and why mixing them up costs you money The Stanford-born search fund structure, and why the searcher only keeps 25% of what they build Why self-funded search means no salary and no institutional backing, and how to get taken seriously anyway The one US structure that doesn't exist in Australia, and why that's the whole reason this show exists How a roll-up turns a string of 500K businesses into millions in arbitrage value What actually happens in due diligence, and why the Quality of Earnings report matters more than your word Asset sale vs share sale: the difference that decides which liabilities you inherit
TIMESTAMPS: 0:00 - Why acquisition jargon confuses new buyers 1:08 - What "ETA" actually means 1:54 - Search funds: the Stanford model and searcher equity 3:53 - Self-funded search vs the independent sponsor route 5:36 - How businesses actually get valued 7:17 - SDE vs EBITDA: the real difference 8:56 - Addbacks and the multiple, explained 11:08 - Enterprise value vs equity value 12:10 - Asset sale vs share sale 14:14 - Working capital adjustments and the deal process 16:23 - Due diligence and the Quality of Earnings report 17:38 - Funding the deal: why the SBA loan doesn't apply here 18:51 - Vendor finance and seller notes 19:32 - Equity, debt service coverage, and the roll-up strategy 21:56 - Key glossary takeaways
--------------------------------------- Deals Down Under is the podcast about buying, selling, and growing businesses in Australia and New Zealand. Subscribe wherever you listen to podcasts.
More from Deals Down Under
Join our Australian Acquisition Entrepreneurs Facebook community here: https://www.facebook.com/groups/dealsdownunder If you have bought a business, and are open to sharing your story on the show, please email: [email protected] Connect with Jason Andrew here: https://www.linkedin.com/in/jason-andrew/ Email: [email protected] Jason Andrew is a Chartered accountant, co-owner of SBO Financial (an outsourced finance firm with around 35 accountants), and Managing Director of Arbor Permanent Owners, a holding company that buys private businesses to keep them for the long term. In 2024, Arbor bought East West Engineering, a 45-year-old manufacturer on Sydney's Northern Beaches. Arbor isn't a search fund and it isn't private equity. Investors hold ordinary shares and expect to wait 10 years or more for liquidity. Jason's team takes no management fee, only a salary and a 20% carry on realised returns. With no Australian playbook to copy, Jason explains how they built that structure from scratch. He's also blunt about what didn't work: why he killed an accounting-firm roll-up after three weeks of calls, why family offices wanted to treat him like private equity, and why investors committed nothing until there was a deal on the table. If you want to buy your way to the next level in Australia, this is the capital-raising conversation you've been missing.
If you have bought a business, and are open to sharing your story on the show, please email [email protected] If you want to sell your business, I'm buying. Please email [email protected] Connect with Paige Kohalmont here: https://www.linkedin.com/in/paige-kohalmont/ Paige Kohalmont had an operations career, an MBA, and no interest in starting a business from scratch. So in January 2022 she did something almost nobody in Australia was doing: she raised $500K from 18 investors and went searching for a business to buy and run herself. That's a search fund. Two months in, a broker called with a deal. It took until April 2023 to get the keys to Austral Herbs, a dried botanicals importer with 550+ products from around 30 countries. Along the way a big four bank changed its terms at the last minute, forcing a pivot to a non-bank lender, and Paige moved her young family to a tiny regional NSW town to run the business on site. Paige walks through the real mechanics: how 52 part-time interns screened 1,200+ businesses, how she staged due diligence to limit cash at risk, how the cap table works when not every investor funds the acquisition, and what happened after she took over. If the US playbook of SBA loans doesn't apply to you, this one is for you. IN THIS EPISODE: 52 interns screened 1,200+ businesses, yet the deal came from a broker Raising $500K from 18 investors before she'd picked an industry The staged due diligence that kept her cash at risk low When a big four bank changes the deal at the 11th hour Where $500K of search capital actually goes (it's not the search) Moving a toddler to a remote town to run a business with zero documented processes It took 18 B-doubles to move the stock From no KPIs to tracking 64 a week TIMESTAMPS: 0:00 - From her mum's business to an MBA and search funds 2:20 - Why she searched with no industry or location limits 4:08 - The "traditional" search fund criteria 6:03 - Talking to investors before you've decided to search 8:04 - 18 investors and the advisors she gathered along the way 9:50 - Building the HubSpot funnel and outreach system 11:41 - How 52 interns were recruited and managed 14:45 - 1,200 businesses contacted, but a broker found the deal 16:16 - Nobody understood search funds: convincing brokers and sellers 18:37 - February 2022 to April 2023: the long road to completion 20:27 - What Austral Herbs actually does 23:09 - Staging due diligence to limit cash at risk 27:18 - The cap table: investors who don't fund the acquisition 29:18 - Choosing advisors and keeping investors updated 31:37 - Where $500K of search capital actually goes 33:23 - Big four bank vs non-bank debt in Australia 37:11 - Moving the family to run the business on site 38:58 - Inheriting a business with no processes documented 42:07 - Relocating the business to the Central Coast 47:39 - Growth, systems and tracking 64 KPIs 51:23 - Systems-led vs sales-led growth 53:41 - What's next: more acquisitions and Green Storm Foods 55:53 - Where to find Paige Deals Down Under is the podcast about buying, selling, and growing businesses in Australia and New Zealand. Subscribe wherever you listen to podcasts.
If you have bought a business, and are open to sharing your story on the show, please email [email protected] If you want to sell your business, I'm buying. Please email [email protected] Connect with Dan Canham here: https://www.linkedin.com/in/dan1canham/ Dan Canham was made redundant three times in 20-odd years of corporate and consulting work. So in 2023 he backed himself and started Tomorrow Strategy Co. Then his first four clients finished their projects and moved on, and he had to rethink the whole model. His answer was to own the services his clients kept asking for. In two years Dan has acquired BWS Recruitment (a 30-year-old Melbourne recruiter), AT+M Marketing (a 41-year-old Tasmanian agency) and WellsGray Recruitment. He went from a consultancy turning over about $250K to a group at around $6M in revenue, with roughly 25 people across Sydney, Melbourne and Tasmania. He had no M&A background when he started. Dan doesn't dress it up. He walks through how each deal was structured, from deferred payments and seller finance to leveraging his home equity, how he runs businesses in other cities through general managers, and where it's been genuinely hard. He's still looking for more established Australian service businesses to buy. IN THIS EPISODE: The $250K consultancy that became a $6M-revenue group in two years No M&A background: the YouTube, books and trial by fire behind three deals Why he won a 41-year-old agency without being the highest bidder Leveraging home equity for a deal, and how the bank conversation went Seller finance: a third up front, the rest over three years Running Melbourne and Tasmanian businesses from Sydney, without being absent Why cross-selling across your own businesses is harder than it sounds The first 90 days after settlement: decision, decision, decision TIMESTAMPS: 0:00 - Three redundancies and starting Tomorrow Strategy Co 2:03 - Learning acquisitions with no M&A background 4:59 - Search criteria: 10-15+ year old service businesses 7:33 - Buying BWS Recruitment: deal structure and deferred payment 8:28 - Self-funding the first deal and setting up a holdco 9:41 - Hiring a general manager for a business in another city 12:50 - Running Melbourne from Sydney: is distance a problem? 13:56 - How the general managers are incentivised 14:47 - The first 90 days: decision overload 16:53 - The stabilisation year: don't change too much too fast 17:45 - Finding AT+M Marketing in Tasmania 20:56 - Marketing agency risk: retainers vs projects 23:02 - Structuring the deal: all up front, home equity 23:37 - How the bank conversation went 25:11 - Cross-selling across the group 27:12 - Buying WellsGray: seller finance over three years 29:22 - Managing three businesses at once 30:26 - What's next: more tuck-ins and an MSP 32:50 - The biggest challenges of the last two years 33:49 - Going from $250K to $6M in revenue 35:09 - How much growth is acquired vs organic 36:00 - Outside capital and ten more deals 37:57 - Where to find Dan Deals Down Under is the podcast about buying, selling, and growing businesses in Australia and New Zealand. Subscribe wherever you listen to podcasts.
If you have bought a business, and are open to sharing your story on the show, please email [email protected]
If you have bought a business, and are open to sharing your story on the show, please email [email protected]