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Acquisitions & Underwriting

The Acquisition Mandate and the Buy Box

Author
RAW Capital RaiseEditorial desk
Category
Acquisitions & Underwriting
Dates
Published Reviewed

Executive summary

A mandate states what you are trying to acquire and why. A buy box makes it testable. Most sponsors have a vague version of both, which is why their deal flow is broad, their screening is slow and their intermediaries send them everything. Written properly, the pair reduces intake volume, raises intake quality and makes committee decisions faster because the criteria were agreed before the deal arrived.

  • A mandate without exclusions is a wish list; the exclusions do most of the filtering work.
  • Every criterion needs a threshold, a source of data and an owner who applies it.
  • Publish the buy box to intermediaries in a form they can act on in thirty seconds.
  • Track exceptions. A mandate that is overridden every quarter is describing an aspiration, not a strategy.

Mandate versus buy box

The mandate is the strategic statement: the type of asset or business, the value creation thesis, the hold profile, the return objective and the capital that stands behind it. It explains why this strategy should work and who it is being run for.

The buy box is the operational filter that follows from it: geography, size range, asset or business characteristics, condition, tenancy or customer profile, structure tolerance and pricing discipline, each with a number attached. The mandate persuades; the buy box screens.

Criteria that actually work

A criterion is usable when three things are true: it has a threshold, the data to test it is obtainable from a first-look package, and someone owns the decision. 'Good markets' fails all three. 'Metropolitan statistical areas where five-year population growth exceeds the national rate, sourced from published census data, screened by the analyst' passes.

  • Geography: named markets or a defined radius, not 'the Sun Belt'.
  • Size: purchase price or enterprise value range, with total capitalisation ceiling.
  • Profile: asset class, vintage, unit or revenue scale, condition, tenancy or customer concentration limit.
  • Economics: entry yield or multiple range, minimum debt service coverage, target return with the hold period attached.
  • Structure: control requirement, acceptable partner structures, seller financing tolerance.
  • Timeline: closing speed you can genuinely deliver, and diligence period required.

Exclusions do the filtering

The fastest improvement to most sponsors' deal flow is a written exclusion list. Excluded submarkets. Excluded asset conditions. Excluded structures — minority positions without control rights, ground leases below a term threshold, assets with unresolved environmental findings, businesses with customer concentration above a stated limit.

Exclusions are unpopular internally because they close doors. That is their function. A team that cannot say what it will not buy will spend most of its analyst hours on transactions it was never going to close.

Distributing it to the market

Intermediaries route deals by memory and speed. A one-page buy box with numbers, a named contact, the capital position behind it and a stated response time gets used. A four-page strategy narrative does not.

Include what you can commit to: how fast you will respond to a first-look package, what you need in that package, and what you will do with it. Sponsors who respond consistently within one business day see materially better intake over time, because brokers learn the response is reliable.

Governing exceptions

Every mandate meets a deal that breaks it and looks attractive anyway. Handle that with a rule rather than an argument: exceptions require a written rationale, a named approver and an entry in an exception log reviewed quarterly.

The log is the useful part. If a quarter of transactions are exceptions, the buy box is wrong and should be rewritten deliberately, not eroded quietly.

Disclosure

This article is general information about capital structure and operating practice. It is not legal, tax, accounting or investment advice, and it is not an offer to sell or a solicitation of an offer to buy any security. Structure, exemption and disclosure decisions must be made with qualified securities counsel and your accountants for your specific facts.

Build the acquisition machine, not just the criteria.

A fractional Chief Acquisitions Officer engagement builds the mandate, screening standard, pipeline and committee cadence around your team.