Sell-side M&A · Value creation · Exit preparation
You sell once. Sell it for what it is actually worth.
Two businesses with identical profits routinely sell for three times different money. The gap is never luck. It is preparation, evidence and who is sitting on your side of the table. We spend the year or two before your exit making the business worth more, then we run the sale.
The problem
Most businesses like yours never sell at all.
Not because nobody wanted them. Because when a buyer finally looked properly, what they found was not a business. It was a job with the owner's name on it, a customer list that only one person actually owns, and a set of numbers nobody could stand behind. Take the owner out and there is nothing left to buy.
That is how twenty years of work ends up being wound down, sold for the value of the vans, or handed over for a fraction of what it should have been worth. And it is almost entirely fixable, given enough time to fix it.
The value gap
Same business. Same profit. Two and a half times the money.
What your business sells for is your profit multiplied by a number. Owners spend twenty years working on the profit and almost no time on the number, which is the one doing the heavy lifting. Worse, the profit a buyer will actually pay on is rarely the profit in your accounts.
Illustrative, and deliberately unremarkable. A 2.8× to 5.5× spread on an owner-managed business is ordinary rather than exceptional. Look underneath the headline too: the prepared seller banks £2.86M on the day, the unprepared seller banks £630k and spends the next three years hoping an earn-out pays out under somebody else's management. The headline number is what you tell people at the golf club. Cash at completion is what you actually got.
The arithmetic does not care what size you are. Multiply every figure above by ten and the gap multiplies with it.
What moves the number
Buyers do not pay for profit. They pay for profit that will still be there without you.
Every one of these is a lever. Every one of them is fixable, given enough runway. And every one of them is something a buyer, or the accountant they bring with them, will find, quietly knock off the price, and never mention to you.
The right hand column is not a wish list. It is a work plan, and most of it is achievable in twelve to twenty-four months inside a business that is already profitable. That is the entire proposition: the work is known, the timeline is finite, and the return on it is measured in multiples of turnover rather than percentages.
Value creation
The work between here and the number you want.
The people who do this have run vendor due diligence for sellers and buy-side diligence for acquirers. They know precisely what a buyer's accountants go looking for, because they have been the buyer's accountants. Your numbers get built by the people who would otherwise have been sent in to pull them apart.
Nine specialists sit behind a typical exit mandate, supported by a 46-strong team across the UK, US and UAE. The same people run the preparation and then defend the numbers in diligence, so nothing is handed to somebody who was not there when the promises were made.
Valuation, honestly
A defensible range for what your business is worth today, on the evidence as it stands, with the discount each weakness is costing you priced individually. Most owners have never seen this. Some of them find it uncomfortable. All of them find it useful.
Quality of earnings
A normalised EBITDA bridge from your statutory accounts: owner remuneration, one-off costs, non-trading items, related party transactions, accounting policy adjustments. Built the way a buyer's diligence team builds it, so it holds when they build theirs.
Financial hygiene
Monthly management accounts that reconcile, clean revenue recognition and cut-off, a tidy balance sheet, and an agreed normal working capital level evidenced across a full cycle. Unglamorous, and worth more than almost anything else on this page.
De-risking the earnings
Customer concentration, contract terms, supplier dependency, key person risk, change of control clauses, licences and consents. Each one is a reason for a buyer to pay less. We find them first and fix what can be fixed.
Removing you from the business
The hardest and most valuable part. Delegating relationships, documenting what lives in your head, and building or hiring the layer of management that makes the business an asset rather than a job with your name on it.
The equity story
An information memorandum, a financial model and a growth narrative that make the case for the multiple rather than apologising for it. Including the synergies available to each buyer type, so the argument for a strategic premium is made for them.
Several of these pay for themselves before you ever sell. Improved gross margin, better contracted revenue and a working management layer make the business more profitable and considerably more pleasant to own, whether you exit in eighteen months or decide to keep it for another ten.
Timing
When you start is worth more than how hard you negotiate.
By the time heads of terms are signed, the value is already set. Everything after that is a defence of a number decided months earlier. The leverage lives entirely in the period before anyone knows you are selling.
A competitor calls you first.
Flattering, and the worst position you can be in. One bidder, nobody bidding against them, their timetable, their advisors, their findings. Every problem they turn up is money off the price, and you have nowhere else to take it.
Tidy it up and go to market.
Better. A competitive process and multiple bidders will beat a single approach every time. But six months is only long enough to present the business as it is, not to change what it is worth.
Change the business, then sell it.
Long enough to change the multiple rather than just present it. Profit normalised and evidenced across a full cycle, the business made to run without you, revenue put under contract, then taken to a mapped list of buyers with several of them bidding.
If a buyer has already approached you, do not take this as a reason to send them away. Take it as a reason to speak to somebody before you reply. An unsolicited approach is the single most expensive conversation most owners ever have, and it is usually expensive within the first three emails.
How it runs
From first conversation to money in your account.
One team throughout. The people who build the value creation plan are the people who defend the numbers in diligence, which is the point. Nothing gets handed over to somebody who was not there when the promises were made.
Value Creation Strategy Call
Ninety minutes on your numbers, your timeline and what you want the exit to fund. You leave with a view on what the business is worth today and what the gap looks like. No charge, and no obligation on either side.
Valuation and gap analysis
A defensible range, benchmarked against comparable transactions, with each value leak identified and costed. This is the document the whole engagement is built on.
The value creation plan
Specific actions, ranked by value added per unit of effort, with owners and dates. Not a strategy document. A work plan your team can actually run.
Execution alongside you
Twelve to twenty-four months, with us in the business at whatever cadence the plan needs. Financial hygiene, earnings de-risking, management layer, margin and contracted revenue.
Vendor due diligence
We run diligence on you before a buyer does. Every question they will ask, answered with evidence, in a data room built before it is needed. This is where deals stop falling over at the last minute.
Buyer mapping
Competitors, trade buyers, private equity, overseas entrants, your own management. Who has bought in your sector, what they paid, what your business is worth specifically to each of them, and which of them should pay the most.
Controlled go to market
Confidential and staged, approaching the mapped list directly rather than advertising you. Competitive tension is the mechanism. Several credible bidders is what turns a valuation into a price.
Negotiation and structure
Headline price is the easy part. Cash at completion, deferred consideration, earn-out mechanics, warranties, indemnities, restrictive covenants and what you are still on the hook for afterwards. This is where the real money is won or lost.
Diligence and completion
Defending the number through the buyer's diligence and to signing, with legal counsel who write these agreements every week. You keep running the business. We carry the process.
If your timeline is shorter than this, say so on the call. There is a compressed version, and there are businesses where the right answer is to go to market now and accept the number. We will tell you which one you are, including when that is not what you want to hear.
Track record
Institutional discipline, applied at your size.
The process for selling a business is the same at £2M as it is at £2bn: normalise the earnings, evidence them, remove the risks, create competition. The difference is that at the top end everyone gets this, and at your size almost nobody is offered it. That gap is the entire reason we exist. Transactions below are shown by sector and size rather than by name, because our clients and our team’s former clients are entitled to their privacy.
Who we work with
Owners with something worth preparing.
Profitable, owner-managed businesses where there are years on the clock rather than weeks, and where the owner would rather have the right number than a quick one. Most of what follows applies whether you employ nine people or ninety.
Owner-managed businesses
You built it, you still run it, and the business is worth considerably less without you than you would like. That is the most fixable problem on this page, and the most valuable one to fix.
- Founder-led
- Family owned
- First exit
Retirement and succession
You want out in the next few years, the children do not want it, and there is nobody inside the business obviously ready to buy it. The worst version of this is leaving it too late and closing the doors.
- No internal buyer
- Winding down
- Health or family
Groups and multi-site
Several sites, several trading entities, or a few acquisitions already done, and now the question is how the whole thing exits rather than how it grows. Consolidated reporting and one story across the group.
- Multi-site
- Multi-entity
- Buy and build
If you are sitting there wondering whether you are too small for this, you are almost certainly not. The businesses with the most to gain from preparation are the ones where the owner is still at the centre of everything, and that is more true at the smaller end, not less. It is also where the percentage difference is largest, because there is more to fix.
The team
The people who will defend your number.
Most advisors have never signed the front of a cheque. We have bought, built and sold businesses with our own capital, and we bring that operator's judgement to every deal we run for a client.
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Off-market sourcing specialist. App and Amazon exits of his own, and six acquisitions completed with his own capital.
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Advisor on 200+ M&A deals, buy-side and sell-side, and has sat on both sides of the table. Has helped 900+ people buy their first business.
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Scaled a pharma and life sciences business to $2bn revenue by acquisition. A buy-and-build run at institutional scale, through the diligence, structuring and integration discipline that credit committees and lenders expect. That standard is what Craig brings to deals at mid-market size, where it is rarely applied and makes the most difference.
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Chartered Certified Accountant (FCCA) with 10+ years in M&A, transaction services and corporate development across FTSE and AIM-listed corporates, private equity and Big Four advisory. Her transaction experience spans multi-billion pound public takeovers, IPO vendor due diligence and sell-side disposals, across engineering, industrials, energy, civil nuclear and business services. Alongside 5DCP she works in corporate development for a listed group, running cross-border acquisitions end to end.
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Buy-and-build dealmaker across the UK, US, UAE and Europe. Helps owners buy well, integrate cleanly and exit at a premium.
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20+ years at Director level across financial services, regulated environments and the UAE. Keeps the process moving and the parties accountable.
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Managing Partner of Maki Investments. 20+ years operating and investing, including mid-market healthcare private equity.
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CPA, Big Four trained in transaction diligence. Eight years in buy-side and sell-side diligence, financial modelling and quality of earnings.
Supported by a 46-strong team across the UK, US and UAE, so a deal never waits on a time zone.
In their words
What it is like to work with us.
Most of these came in through the buy-and-build side of the business, which is where the majority of our clients start. Several of them are now in exit preparation with the same team.
What the number is for
The exit is not the point. What it pays for is.
A difference of one or two million pounds at completion is not a number on a page. It is a different retirement, a different amount of capital to do the next thing with, and a different set of options for the people who come after you.
Never having to do this again.
There is a number above which you stop optimising and start choosing. Most owners sell just below it, then spend the next decade consulting, advising or quietly starting something else because the exit did not quite finish the job.
Enough to be the buyer next time.
An exit at the right number does not end your career, it changes your seat. Capital is what turns an operator into an investor, and the size of the cheque at completion is what decides which of those you get to be.
What your family inherits.
A business is hard to pass on and harder to sell twice. Capital is neither. Whatever you intend for the people after you, the exit is the moment twenty years of work becomes something that can actually be handed over.
The Value Creation Strategy Call
Find out what it is worth, and what it could be.
Ninety minutes, no charge, and no obligation on either side. We will go through your numbers, give you an honest view of what the business would fetch today, and tell you what the gap is between that and what a prepared sale would get you. If the answer is that you should sell now and stop reading pages like this one, we will tell you that too.
Would rather just talk? [email protected]