Calder: opening indication of interest

Review the seller's business summary and financial schedule. Bring me an opening price and proceed view, with the condition that matters most. The seller is seeking $25.000m. Tell me what we can support and what we should say before spending further diligence time.

Your role: act as the acquisition lead preparing a recommendation for capital partners. A searcher can use Marcus as the lead investor; a junior deal professional can use him as the investment partner. This case uses an investor-backed acquisition and the capital limits below. A searcher planning to run Calder should also identify an owner-operator condition, such as a credible management transition or the cost of the operating role. Those items have not been quantified in this screen.

Authority for this screen

Use exactly 3.25× supported adjusted EBITDA as debt drawn. This is our screening assumption, not a lender commitment. Recalculate it if the earnings base changes. No additional sponsor equity, seller financing or borrowing is authorized.

Accept management's $0.180m ERP implementation adjustment and $0.120m owner personal-expense adjustment for this limited screen. The implementation adjustment excludes continuing subscriptions, and the owner expenses require no replacement cost. Keep those accepted amounts unchanged when reviewing other findings. Broader financial diligence remains required.

Transaction convention

The proposed acquisition is cash-free and debt-free. Use enterprise value as purchase consideration. Normalized operating working capital is included in that price. The $0.400m minimum cash is incremental buyer cash, excluded from operating working capital. Assume no other cash, debt-like items, deferred consideration or closing working-capital true-up in this screen.

Sponsor equity = enterprise value + transaction fees + minimum cash − debt drawn

Both the maximum multiple and the equity cap apply. A change to a historical balance-sheet account does not by itself establish a contractual price adjustment. We do not yet have a working-capital peg or agreed closing definition.

Return with a decision

Record adjusted EBITDA, maximum permitted enterprise value, debt drawn and sponsor equity at the seller's ask. Recommend proceed, reprice, pause or pass; choose an opening price if you recommend continuing. Identify one condition supported by the information available.

Record the source supporting your opening condition in the workbook's rationale field. In the later diligence update, cite the specific source clause that resolves the dispute and prioritize two or three open request IDs, explaining how each answer could change your recommendation.

Keep your opening submission intact. Any later update should show the revised calculation and recommendation beside the original. Meeting the screen allows further consideration; it does not approve a final investment or an executable offer.

Reporting

Use USD millions to three decimals in the decision record and multiples to two decimals. Finance exports may use USD thousands. A final underwriting case and lender terms will be reviewed separately.