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YOUR NEXT CHAPTER STARTS WITH A PLAN

Received an offer for your business? Get a financial review

Understand cash at completion, deferred payments and price adjustments before responding to an unsolicited offer.

Understand the numbers. Prepare the evidence. Decide with clarity.

ACA
Kishen Patel, BFP ACAICAEW Chartered Accountant

Put offers on a comparable basis

Two offers with the same headline value can have different cash outcomes. Compare cash at completion, deferred consideration, earn-outs and any rollover investment. Identify what is conditional, when money may be received and which assumptions sit behind each component.

Test what has to happen

We can model illustrative outcomes under different trading and payment assumptions. For an earn-out, that may mean looking at the profit definition, performance hurdle and timing in the proposed terms. Legal enforceability and contractual protections require advice from your solicitor.

A decision pack you can use

An agreed engagement can produce a financial comparison, questions for the buyer and a list of sensitivities to resolve. The objective is an informed decision, not a recommendation to accept the highest apparent number. Tax treatment, legal terms and your personal priorities should be considered with the relevant advisers.

BEFORE WE BEGIN

Your next-step
questions.
Answered.

What will I receive?+

We agree the deliverables before work starts. The scope will identify the schedules, analysis or preparation work you need and the information required from you.

Can you work with my existing advisers?+

Yes. We can scope the financial work around your accountant, solicitor and other appointed advisers, with clear responsibilities and your permission to share information.

MAKE YOUR NEXT DECISION A CLEARER ONE

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A clear brief. An agreed scope. A useful next step.

CONSULT EFC · PRACTICAL GUIDES

Go deeper before your next decision.

What should I check before responding to an offer for my business?

Check what is being bought, whether the headline price is enterprise or equity value, how much is due at completion and which payments depend on future events. Ask what adjustments and assumptions could change the amount.

Practical example: Lay out completion cash, fixed deferred amounts and contingent earn-out payments in separate rows. Then ask how debt, working capital and deal conditions affect each amount. ICAEW: earn-outs in deals.

See the £1m offer example

Received an offer for your business? Get a financial review

Compare what is offered with what you may receive

Ask if the headline price is enterprise or equity value. Build a bridge to completion cash after any agreed debt, cash and working capital adjustments, then list all conditional or deferred amounts separately.

Identify the assumptions that can move the offer

Check how earnings were calculated and whether working capital is based on a representative period. Flag earn-out measures, timing and any items that might be counted twice.

Prepare questions before you reply

Bring the offer summary, decision deadline and latest trading figures. We can scope the financial review; transaction lawyers can advise on exclusivity, obligations and agreement wording.

Further reading: ICAEW guidance on earn-outs.

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