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16 contributions to Buy, Build, Sell ™ Businesses
Personal Guarantees
Is anyone aware of any finance options that don't require PG's? The business I'm acquiring has assets to secure the debt against (real estate, vehicles, P&M, debtor book)
1 like • Nov '24
@Paul Seabridge excellent advice thanks Paul
0 likes • Nov '24
@Karl Gjertsen thanks, potentially both.
Earnouts
Does anyone have an example they could share of an earnout structure whereby you simply want the revenue to remain as per historical levels, and therefore the earnout is reduced in proportion to the reduction in revenue?
2 likes • Nov '24
Thanks Paul. After a late night with many hours of faff in Excel I finally figured out a formula, which is quite simple: Gross Profit - Benchmark Gross Profit. It is the same as the difference in EBITDA but keeping the administrative expenses the same (need to do this because otherwise the seller could argue that I've fudged the EBITDA in order to not pay the earnout). Therefore for every £1 drop in EBITDA that I experience purely as a result of a drop in turnover, the earnout is reduced by £1.
Capital Gains Tax is changing in UK with real incentive for sellers to sell before 6 April
Capital Gains Tax is rising in the UK. The tax has increased effective in the budget yesterday and you can read about that here. Business Asset Disposal Relief (formerly called Entrepreneurs Relief) enabled a business owner to sell their shares as long as they qualified for the relief at 10% CGT on the first £1m, and then 20% over and above that (less their personal allowance). This is being increased to 14% on the first £1m but that change is NOT immediate and as long as the asset is disposed of before the start of the next tax year (6 Apr) . Its going up again for 2026 to 18% - so you can use this in your deal making as you can explain this to sellers and use it as an incentive to sell now before they end up with a higher tax bill. Particularly useful if they are negotiating on price. https://www.gov.uk/government/publications/changes-to-the-rates-of-capital-gains-tax/1cf25453-5b0c-4e7b-9165-65cf117e0af0#:~:text=Capital%20Gains%20Tax.-,General%20description%20of%20the%20measure,or%20after%2030%20October%202024
0 likes • Nov '24
Fantastic thanks Paul
Recommendations for a UK lawyer
I've just had a deal agreed to acquire a business in the UK. Can anyone recommend a UK lawyer with small business M&A experience, that won't cost the earth?
(CASE STUDY) An alternative deal structure to buy a £/$ M company without using a bank + get a higher valuation for seller
As promised last week this video walks through an example and compares what an LBO would look like versus this model. This structure works very well when you have a business owner that wants a higher valuation. In an LBO you can only offer what the balance sheet & cash flow will support, but in this structure because its more flexible you can pay a higher price, and generally is a way for a seller to get 50% more for their company on exit than in an LBO.
0 likes • Aug '24
Thanks Paul. Is that spreadsheet something you'd be able to share? I have something similar I use to assess opportunities but yours is better!
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Simon De La Haye
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41points to level up
@simon-de-la-haye-6704
20y exp in finance & technology. SaaS exp + partial exit. Owned/sold wellness centre. Tech founder. Management Consulting exp. Helicopter pilot.

Active 10d ago
Joined Apr 21, 2023
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