Watch out if you’re buying into buyouts

Considering a management buy-out? Brian McMurray, director at Anderson Anderson & Brown LLP, highlights some of the pitfalls to keep an eye out for

Mby either a vendor or a management team.

Either way, it’s vitally important to contact a corporate finance adviser at the earliest possible stage as the consequences of a deal falling through are often challenging.

Management teams can end up disillusioned and the vendor left in a weakened position.

The key support you need is in the areas of valuation, structuring of the transaction and funding.

It’s all too easy for managers – or even vendors – to be under a misapprehension about the value of the business venture and availability of external funding, so detached independent advice becomes essential.

There are then a range of options for structuring and funding.

For relatively smaller transactions, the vendor may have to assume the position of funder for some or all of the consideration, receiving agreed payments from future cash flow – unless the business is fortunate enough to hold a large cash reserve.

Debt funding, involving bank loans and invoice financing, may be available, depending on the appetite of the banks and the debt-raising capacity of the business.

In reality, smaller SME MBOs would be a combination of both vendor and bank funding.

Involvement of corporate finance specialists will help in identifying a realistic and deliverable structure early in the process by preparing a comprehensive financial model.

When we’re talking about more sizeable SMEs, private-equity funding becomes more likely alongside bank debt, so having someone with experience of negotiating in this arena is certainly required.

Due diligence can be a challenging process and there is also all the legal documentation to consider, where specialist advice should be sought to make sure a commercial approach achieves the desired outcome for all parties.

If everything is well managed, you might hope to complete a deal within three to six months.

This will depend on the complexity of the transaction and on having an experienced advisor, acting as a project lead and seeing the process through to successful completion.

An MBO can be a realistic alternative to other exit routes such as a trade sale, however, there are many pitfalls to navigate.

Make sure you have an advisor with a proven track record in navigating these to reach the destination successfully.

Involvement of corporate finance specialists will identify a realistic and deliverable structure