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Service · Acquisition Finance

Acquisition finance, capital structured around the target.

Senior + mezzanine packages for strategic M&A, leveraged buyouts, and promoter consolidation. ₹250 Cr to ₹3,000 Cr+ across domestic and cross-border transactions, with banks for senior + AIFs for mezz.

Ticket: ₹250 – 3,000 Cr+Senior: 50–65%Mezz: 15–25%
SENIOR DEBT ₹400 Cr 60% · bank consortium MEZZANINE ₹200 Cr 30% · AIF credit fund TARGET ACQUIRED ₹600 Cr SENIOR + MEZZANINE · DOMESTIC AND CROSS-BORDER M&A

What is acquisition finance?

Acquisition finance is structured debt to fund the purchase of a company or business unit. The capital structure typically combines senior debt from banks (50–65% of purchase price), mezzanine from AIF credit funds (15–25%), and sponsor equity (20–30%). Indian acquisition finance is RBI-regulated under the master direction on acquisition financing, requires specific board approvals at the lender, and uses an Acquisition SPV structure to ringfence the transaction. Common use cases: strategic buyouts, PE-led LBOs, promoter buyouts of partners, cross-border acquisitions.

Section 01 — Overview

Capital sized to make the deal happen.

Most M&A transactions of ₹250 Cr+ in India are debt-funded. Pure equity acquisitions are rare because the sponsor wants leverage. The typical structure: an Acquisition SPV is created, into which sponsor equity is injected; the SPV raises senior + mezz debt; the combined capital pays for the target shares.

BIG LOANS structures both the senior bank syndicate and the mezz layer in parallel, manages target diligence with the lenders, and coordinates the closing — typically 12 to 20 weeks for a clean transaction, longer if the target is regulated or cross-border.

  • Senior debt 50–65% from bank syndicate, secured by target shares + business
  • Mezz 15–25% from AIF credit funds, subordinated to senior
  • Sponsor equity 20–30% — minimum required by RBI guidelines
  • Acquisition SPV structure to ringfence the deal from existing balance sheet
  • Cross-border structuring under FEMA / ODI (Overseas Direct Investment) rules
Typical ticket
₹250 – 3,000 Cr+
Senior debt
50 – 65%
Mezz debt
15 – 25%
Sponsor equity
20 – 30%
Tenor
5 – 8 years
Timeline
12 – 20 weeks
Section 02 — Use cases

When acquisition finance fits.

Six common situations where promoters and PE sponsors approach BIG LOANS for acquisition finance.

01

Strategic acquisition

A promoter acquires a competitor, supplier, or related business to gain scale, vertical integration, or geographic expansion.

02

PE-led leveraged buyout

PE sponsor acquires a target with 60–70% debt + 30–40% equity. Senior + mezz layered to maximise sponsor IRR.

03

Promoter buys out PE

Promoter buys back PE investor stake at exit. Funded by mortgage of promoter assets + acquisition debt against company cash flow.

04

Cross-border acquisition

Indian acquirer buys foreign target. Structured under ODI route, FEMA-compliant, often with overseas-currency senior debt.

05

Distressed asset acquisition

Buying out a distressed asset via NCLT/IBC, ARC, or one-time settlement. Specialist credit funds participate.

06

Carve-out acquisition

Buying a non-core business unit of a large group. Requires separation of cash flows, IT, employees — adds complexity.

Section 03 — At a glance

Acquisition capital structure example.

TrancheSource% of dealPricing
Senior debtBank syndicate60%MCLR + 150-300 bps
Mezzanine debtAIF Cat-II credit fund20%13–17% IRR
Sponsor equityPE fund or promoter20%Target IRR 22–30%
Blended cost100%~12% effective
SENIOR + MEZZ + EQUITY ACQUISITION SPV TARGET ACQUIRED

Acquisition funding combines senior debt, mezzanine, and sponsor equity into the acquisition SPV.

Section 04 — Our process

How acquisition finance closes.

Acquisition finance is the most complex debt product to close. Senior + mezz + equity must align with target diligence, closing date, and regulatory approvals — typically 12 to 20 weeks.

01

Deal sizing + capital structure

Valuation of target, optimal D:E mix, senior vs mezz sizing, expected IRR for sponsor. Term sheet to bank + AIF in parallel.

Week 1 – 3
02

Senior lender outreach

IM + financial model to bank lead arranger. Plant visits, credit committee, indicative sanction.

Week 3 – 8
03

Mezz lender outreach

Parallel pitch to AIF credit funds with subordination intercreditor terms. Mezz commitment.

Week 4 – 10
04

Documentation

Acquisition SPV setup, senior loan agreement, mezz subscription agreement, intercreditor, share purchase agreement.

Week 10 – 16
05

Closing + drawdown

Conditions precedent satisfied (regulatory, target consents, security creation), funds drawn, purchase consideration paid.

Week 16 – 20
Section 05 — Documents

Acquisition documentation.

Documentation combines lender docs + transaction docs + corporate structuring + cross-border (if applicable). The heaviest of any debt product.

01

Sponsor / acquirer

Audited financials, projections, MOA/AOA, board resolutions, KYC, group exposure, prior acquisition track record.

02

Target due diligence

Target's audited financials (3-5 years), forecast, customer concentration, contingent liabilities, regulatory compliance.

03

Transaction documents

Share Purchase Agreement, escrow agreement, R&W insurance (if any), price adjustment mechanism.

04

SPV + structure

Acquisition SPV incorporation, equity injection mechanics, post-closing integration plan, exit waterfall.

Section 06 — Lender universe

Who funds acquisitions in India.

Senior debt: large private banks + foreign banks + select PSU banks. Mezz: AIF Cat-II credit funds. Cross-border: requires foreign-bank participation.

01Private Banks (HDFC, ICICI, Axis, Kotak)
02Foreign Banks (StanChart, HSBC, DBS, Citi)
03PSU Banks (SBI, BOB — for very large strategic deals)
04AIF Credit Funds (Edelweiss, Kotak, Brookfield, Apollo)
05Specialist M&A NBFCs
06Sovereign / Pension Funds (for ₹2,000 Cr+ mega deals)
Section 07 — FAQ

Acquisition finance — FAQs.

RBI mandates a minimum 25% sponsor equity for acquisition financing. In practice, lenders prefer 30%+ for strategic acquisitions, and accept 20% for PE-led LBOs of stable cash-flow targets. Equity must come in before debt drawdown.
Domestic deals: 12-16 weeks for clean transactions. Cross-border deals: 16-24 weeks due to ODI approvals, FEMA filings, target-country regulatory compliance. Distressed asset (NCLT) acquisitions: 6-12 weeks because the tribunal sets timelines.
Yes — this is the standard structure. Post-acquisition, the SPV merges with the target (or vice versa), and the target's assets become security for the acquisition debt. RBI permits this under specific conditions on merger and cash-flow assessment.
Strategic (corporate acquirer): typically lower leverage (50% debt) because the synergies pay for debt; long-term hold. Financial (PE acquirer): higher leverage (60-70%) to maximise sponsor IRR over a 4-6 year hold period before exit.
Yes — through ECB route, but with restrictions. ECB cannot directly fund acquisition of an Indian company (RBI/FEMA prohibits). ECB can fund the acquiring entity's capex / refinance, freeing up internal cash flow for acquisition.
Loan agreements have "deal contingent" clauses — the loan only becomes effective on closing of the underlying transaction. Lender bears no risk if the deal collapses. Sponsor typically owes commitment fee for the lender's sunk effort.
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Bigger Support, Brighter Future. India's specialist debt advisor for ₹100 Cr+ corporate funding mandates. Pan-India. Confidential. Senior banker-led.

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BIG LOANS is the trade name of [Legal Entity Pvt. Ltd.], CIN: [xxx], registered at [address]. BIG LOANS is a debt advisory and loan facilitation firm. It is not a bank, NBFC or any other lending institution registered with the Reserve Bank of India, does not accept public deposits, does not lend money on its own books, and does not issue any loan, credit facility or financial product directly. All loans, limits and credit facilities are sanctioned, disbursed and serviced solely by the relevant banks, NBFCs, AIFs and other regulated lenders, in accordance with their internal policies and applicable RBI / SEBI / IRDAI guidelines. BIG LOANS is empanelled as a Direct Selling Agent / Channel Partner with various banks and NBFCs and may earn sourcing fees from such lenders for successful disbursements. Any borrower fees are governed exclusively by a written engagement letter. Information on this website is general in nature and not financial, legal or tax advice. Please consult your CA / advocate before acting.

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