A business for sale will typically be valued at a multiple of its annual earnings with a target price, even for a small business, running into hundreds of thousands of pounds, up to multi millions for larger sales. Purchasers can often find that an equity gap arises in trying to achieve the target price required in acquisition, often leading to the need to source several layers of funding which can be increasingly costly, or further equity partners thereby diluting the equity for the purchaser.
Deferring part of the purchase price can alleviate this problem but the vendor needs to have a guarantee that repayments will be met and this can be provided in the form of Deferred Consideration Insurance.
Why use Deferred Consideration Insurance?
Introducing Deferred Consideration Insurance to transactions enables the following:
Plug the equity gap
Prevents equity dilution
Enables acquisition out of future revenue rather than debt or equity
Releases valuable cash reserves to fund future business growth
Brings significant cost efficiencies to the purchaser
Avoids the need for numerous tiers of finance in a transaction
Vendor has an irrevocable guarantee should the MBO Newco default, backed by A rated insurers
Ensures the vendor receives the headline price, regardless of the future success of the company
Deferred Consideration Insurance can be used in the following types of transaction:
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Buy in management buy out |
BIMBO |
| |
Management buy out |
MBO |
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Management buy in |
MBI |
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Share buy back |
SBB |
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Public to private |
P2P |
| |
Secondary buy out |
SBO |
Due to the increasing complexity in the structuring of acquisitions, it is important that the principle of deferred consideration is introduced as early as possible to enable the vendor and purchaser to agree deferral and allow the insurer to fully assess the proposed transaction to ensure a guarantee can be issued.