Vendor Inspired Management Buy Out


Craig Alexander Rattray was introduced to the Managing Director of a successful professional services firm who had the opportunity to acquire a majority shareholding in the business. The opportunity had been discussed for many months, but negligible progress had been made.


Our introduction showed the existing owner that there was serious interest in progressing matters and from that point significant progress was made in a short timescale.

The MD had been largely responsible for the surge in growth and profitability in recent years, building on the solid foundations and market presence established by the founder. Although this increased the exit price paid to the founder, we negotiated an improved purchase price compared to what had initially been proposed and a longer deferred payment period.


We also negotiated an increase in facilities with the existing bank which allowed a larger initial payment than envisaged to be made to the founder.

In the course of the transaction, we worked closely with the professionals on the other side and acted on behalf of the MD in the negotiations on the following:

  • A new limited company was established for the purposes of buying out the founder.
  • Newco purchased the existing partnership.
  • Creation of new legal documentation and registration of Newco for VAT and PAYE.
  • New property lease agreed.
  • New banking arrangements agreed with existing bank involving an increase in facilities.
  • Existing employees transferred under TUPE.
  • Liaison with HMRC throughout.

We were told by parties on all sides that our involvement allowed matters to progress to a successful conclusion in the short-timescales that remained, after much procrastination. Both sides were extremely happy with the final outcome and the business has grown successfully and gone from success to success.


Key outcomes of the role included:

  • Successful purchase of business
  • Improved purchase price negotiated
  • Improved bank funding secured
  • Short timescales met