Which professionals will I need to support me on a transaction?

Which professionals will I need to support me on a transaction?

There are numerous parties who can support you in order to complete a transaction. These include:

Corporate financier/accountants with M&A skills and deal management experience – to lead and negotiate the deal and progress it through to completion

Accountants – for cashflow/projections and general accounting support

Due diligence experts – to undertake the due diligence once an offer has been accepted

Tax advisers – for general tax advice and help to minimise relevant tax liabilities

Corporate lawyers – to provide and negotiate on the Sale & Purchase Agreement (SPA). A good, commercial lawyer can make or break a transaction. Speed and commerciality are of the essence and you will need to know that the lawyers you choose are more than capable of handling a transaction such as yours, both from a sector/skills relevance perspective and also whether they have the time to commit to seeing your transaction through to completion.

Wealth planners – to help you work out how best to utilise the funds available to you in arranging the purchase funds

SASS providers and advisers – to help you navigate the rules around releasing funds from a corporate pension pot to enable you to make the most of your pension and therefore, your initial capital injection

Funders – dependant upon what type of transaction you are looking at, there are primarily two forms of funding, namely debt and equity.

Can I do a deal without corporate finance support ?

Yes. It is possible if you have a capable accountant who has experience of carrying out business acquisitions /mergers and acquisitions (referred to as M&A). But, you normally need a corporate financier to carry out some or all of the process of buying a business. More than likely, the corporate financier will have strong links to many funders who could be interested in funding the deal.

What does an accountant do in the business buying process ?

An accountant is not necessary if you have a corporate financier working with you but the accountant can play a valuable role as part of the advisory team in preparing vital information which will be used when liaising with Funders. This will include: projections and cash flow forecasts for the new entity. The accountant will collate management information from the sellers and turn this into a set of figures which you can comfortably use to project the likely trading position of the business in 1-3 years hence. Whilst funders will not lend based on future performance they will be keen to see how the business might perform and more specifically whether there are any stress points in the 6-24 months post deal which might impact on your ability to repay the loan out of business cashflow.

Why do I need a tax adviser ?

A tax adviser will help you to structure the purchase and the delivery of your capital in the most tax efficient manner. They are totally focussed on working within the rules of tax law to make the most of the tax structures available.

How do I choose the right lawyer ?

Choosing the right lawyer is a vital component of the process. They should ideally be a reasonable sized firm and well versed in mergers and acquisitions and in particular dealing the the sale and purchase agreement (SPA). Delays due to inexperience or inefficiency cost money and time and can run the risk of losing the sellers’ interest and ultimately lead to a possible failure. A good corporate lawyer will know which parts on which to focus and won’t get bogged down with minutia. It is ideal if a fixed price fee for the lawyers time can be agreed at the start to cover the whole process.