Kustom Entertainment’s proposed acquisition of Tickets For Less is being presented as a $112 million transaction that will turn the little-known festival operator into a vertically integrated ticketing company with significant reach across professional sports, college athletics and live music.

That description is technically accurate. It also understates both the size of the deal and the risk Kustom is taking on.

Under an agreement signed Aug. 31, Kustom will pay $89.6 million in cash and $22.4 million in restricted stock to acquire all of TFL LLC, the Overland Park, Kansas, company that operates reseller Tickets For Less. Kustom has also agreed to repay $35 million of TFL debt at closing—and that payment will not reduce the purchase price.

Put together, Kustom’s total economic commitment is closer to $147 million. More importantly, the company must produce approximately $124.6 million in cash to close the transaction: $89.6 million for TFL’s owners and another $35 million for its lenders.

As of June 30, Kustom had approximately $830,000 of cash.

That disparity is what makes this deal so unusual. Kustom is attempting to acquire a business many times its own size with money it does not presently have. Its purchase agreement makes obtaining sufficient financing an express condition of closing, meaning the transaction may be signed but it is not yet funded.