Deal Structuring
Structure decides who carries which risk — and it is negotiated, not standard.
Price is one variable among several
Two offers at the same headline number can be worth very different amounts to a seller and cost very different amounts to a buyer. The difference lives in the structure: what is paid when, what is conditional, and what happens if the business underperforms after completion.
We model the alternatives so both sides are negotiating about something concrete.
Elements we work through
- Share purchase versus asset purchase
- Cash at completion
- Deferred consideration
- Earn-outs
- Vendor loans and vendor finance
- Debt and equity mix
- Working-capital mechanisms
- Management rollover and retention
- Acquisition SPVs
- Post-completion ownership considerations
Earn-outs, honestly
Earn-outs bridge a gap in price expectation, and they cause a large share of post-completion disputes. If one is used, the measure should be simple, verifiable and largely within the seller's influence, with the accounting policy for calculating it written down in advance.
Legal and tax
The choice between a share sale and an asset sale, and the tax consequences of any structure, must be confirmed by qualified legal and tax advisers. Our analysis is commercial and financial.
Start a confidential conversation
Whether you are preparing to sell, looking to acquire, raising capital or trying to lift the value of a business you already own, the first step is a short, confidential discussion about the situation.