management BuyOut

Have you been offered you the opportunity to become a business owner through a management buyout (MBO)? Our MBO advisory service and M&A experts support management teams to secure the funding and manage the MBO process to ensure the transition to new ownership happens.

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WHAT IS A MANAGEMENT BUYOUT (MBO)?

A management buyout (MBO) is a complex transaction where a company’s management team purchases the business they currently run. It can be a life-changing opportunity for the management team which has the potential for significant financial reward.

However, making the transition from being an employee to a business owner comes with more responsibility and potential for loss. Additionally, a poorly managed MBO can have a long-term negative impact on the business, as well as the relationship the acquiring management team has with its current owner(s).

WHO DO WE WORK WITH?

We work with management teams that have been offered, or want to bring about, the purchase of the business in which they’re employed. The management teams will typically oversee an Ebitda of £1m+ and have ambitious plans for the further growth of the business. For many of our clients, a management buyout is their first corporate transaction and we will show you the way through the process.

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MANAGEMENT BUYOUTS - HOW BUSINESSES GET IT WRONG

Negotiating a management buyout is fraught with danger. Poorly handled MBO discussions can result in relationship breakdowns and damage to the underlying business. The typical errors that management teams make include:

  • Undervaluing the business believing the current owner(s) can be held to ransom;
  • Hiding profit or delaying development of the business in order to lower the purchase price;
  • Taking an adversarial stance with the vendors;
  • Underestimating the personal financial commitment that a financier will want management to make;
  • Poorly defining their strategy for the business post-acquisition.

MBOs – HOW TO DO IT RIGHT

A successful MBO is one where the management team and the current owners work collaboratively to deliver a solution. For a successful MBO a team must put in place:

  1. Agreed deal terms including a fair and reasonable valuation;
  2. A robust and deliverable business plan that stands up to scrutiny;
  3. A solid, deliverable and affordable financing package;
  4. Trust between all parties to deliver the agreed transaction.

All parties need to develop confidence in the deal process which is maintained from beginning to end. With parties wearing many hats, the MBO requires delicate management. We can help you navigate the pitfalls and deliver a successful deal.

MANAGEMENT BUYOUT ADVICE & SERVICES

By using our management buyout service, our M&A experts can advise you through the complex MBO process giving you confidence in achieving the result you want. We increase the chances of your MBO being successful by delivering vendor and funder confidence that all complex moving parts of the deal are in hand. This is what our MBO advisory service provides:

Building your business plan

Every management team will require a business plan to achieve third party funding to support the deal. This support might be in the form of debt or equity finding. We can help you develop a plan that is robust and stands up to funder scrutiny.

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Closing the MBO deal

We support you in working through the details of due diligence, and the commercial aspects of facility agreements, investment agreements and shareholder agreements all of which are required to complete an MBO. We manage the process so that you can focus on running the business.

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ADDITIONAL BENEFITS of using shaw & co

Holistic Approach

By instructing us to manage your MBO transaction as well as arranging finance for your deal, you ensure an integrated and coherent approach to your transaction.

Circuit Breaker

An MBO leads to a shift in the relationship dynamic from employer and employee to seller and buyer. Having a third party assist in the negotiations ensures difficult conversations can be handled whilst relationships are protected.

Foresight

We have completed numerous MBOs and can guide you around the pitfalls before you get there. Ensuring that an MBO is for you as a management team is critical before investing months in a process.

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FAQS

Do you accept non-UK clients?

No - We work exclusively with UK-based SMEs and small cap PLCs. However, our clients often have international activities and we regularly transact with overseas buyers and investors or arrange overseas acquisitions on behalf of our UK clients.

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What sort of businesses can you help complete an MBO?

We work with businesses with EBITDA of £1m and above. A business needs to be profitable with good visibility of cash flow to support the finance structure of an MBO. It is possible to complete MBOs on smaller businesses, but we are unable to advise.

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How do you get paid?

When supporting mergers and acquisitions (including MBIs and MBOs) our fees are based on time at our prevailing rate cards. We do not work contingently when buying a business.

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Do you act contingently?

No, we do not act contingently when buying a business. We believe that continent fee arrangements when supporting the acquisition of a business lead to a conflict of interest between advisor and client.

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Are you sector specialists?

We have specific sector knowledge derived from many years of collective deal making experience. However, we pride ourselves on the diversity of sectors we work with which challenges us to think creatively. This creative and challenging approach brings huge value to our clients when helping them to build robust business cases.

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When Shaw & Co is involved, will I lose control over the process?

Certainly not! Our aim is to become part of your extended team keeping you up to date with all developments. All decisions are yours to make. Our aim is to make those decisions easier.

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What sort of service experience can I expect if I instruct Shaw & Co?

We take all of our clients through a carefully crafted journey. Firstly, to ensure that we are a great match for each other and once engaged, to ensure we deliver exceptional client service that exceeds expectations.

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How much funding can you help me raise for an management buyout (MBO)?

The amount of funding that can be raised is complex and depends on a number of factors. This includes the amount of equity the MBO team are committing. It is not unusual for this to be in the region of 20% of the purchase price or amount borrowed. Other factors include the level of sustainable profits in the target business to service any debt or the willingness of an MBO team and a Private Equity investor to partner on the acquisition.

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If the management buyout (MBO) fails at the last minute, do I still pay Shaw & Co’s fees?

All fees for MBO work are charged on a per hour basis and are not contingent on the deal happening. That means that yes, you will be required to pay our MBO advisory fees if the deal does not happen. It is common for the target business to provide support to an MBO team for these fees. This structure ensures we remain aligned with your interests. The best advice that we might be able to give you is not to proceed if new information is discovered at the very last minute. Success Fees relating to raising finance for an MBO are contingent on completion.

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What are the advantages and disadvantages of raising debt to finance a management buyout (MBO)?

Debt is often preferred buy MBO teams as the terms of a debt facility are simpler than an equity investment. When the debt is paid off the MBO team own the business without having to contemplate a further transaction. However, the amount of debt that can be raised limited to a proportion of business value and therefore using debt alone will limit the price an MBO team can pay for a business as any gap will need to be filled by management equity or vendor deferral. Debt can also put cash flow pressures on a business and this needs to be carefully considered.

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What are the advantages and disadvantages of raising equity to finance a management buyout (MBO)?

An equity partner can bring a more flexible funding package to your MBO, and a partner to help you develop and grow the business. However, this also adds a complex further dimension to your transaction and the business post deal that may not be welcome. Certain MBOs lend themselves to raising equity, particularly where the ambition of the MBO team is significant and the teams background is more corporate or indeed they have worked with private equity previously.

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How long does a management buyout (MBO) process take to complete?

Depending on the willingness of the parties to transact and the complexity of the funding structure, and MBO can be completed in a relatively short time scale of 4 to 6 months. However, this depends on the bandwidth that management are granted alongside their day jobs to complete the transaction and the readiness of the business for external due diligence as will be required by a funding partner.

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Why should I use Shaw & Co to help me with a management buyout (MBO) opportunity?

We have extensive experience with MBO negotiation and finance for management led transactions. We understand the key drivers to making an MBO successful. We can bring together our expertise to make your MBO happen.

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LEARN MORE ABOUT SHAW & CO

Why Shaw & Co

WE MAKE DEALS HAPPEN

Our highly talented people are creative, innovative and thrive when faced with a deal-making challenge. It's no surprise that we make deals happen and turn your ambition into a greater outcome.

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Fees & charges

COMPLETELY TRANSPARENT & ALIGNed With your GOALs

Our objective is to ensure that our fee more than pays for itself from the value we create for you and your business.

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We put you first

One of our six promises is to do the right thing and put your interests before ours. We work harder to achieve the best deal for you and your business.

"At every step of the journey, through the build up to our sale, and in the subsequent acquisition by Unilever, Shaw & Co worked with us to protect and champion Pukka’s values and mission. They have helped us find the right home in Unilever, and to create an exciting future for Pukka Herbs."

Tim Westwell, Co-Founder & CEO at Pukka Herbs

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