Buyer makes an offer
Offer & Deal Structure Review
The real economic effect of a buyer's offer. Structure, deferral, earn-outs and completion mechanics, considered alongside the headline price rather than in isolation.
When advisers typically need this
- A buyer has made an offer and the terms are more complicated than a straight cash price.
- Consideration is split between completion, deferral, an earn-out or rolled equity.
- Two offers need comparing on a like-for-like basis.
- The client is close to agreeing terms and the value at risk needs to be visible.
What we review and analyse
- Headline consideration, and whether it is stated on an enterprise or equity basis
- Cash at completion and the treatment of debt and cash
- Deferred consideration: amount, timing and credit risk
- Earn-outs: measurement basis, targets, controls and achievability
- Retained or rolled equity and its terms
- Conditions, including funding, due diligence and approvals
- Working capital assumptions and completion adjustment mechanisms, including caps
- Timing, discounting and risk, and a comparison of alternative structures
Typical output
- A written analysis of the offer's true economic effect
- A comparison of alternative structures on a consistent basis
- A schedule of the terms that matter most, and where value is at risk
- Questions to put to the buyer before terms are agreed
How it works
Scope, deliverables, information required and fee are agreed before work begins. Findings are returned to you, and to the client only where agreed.
See how we work- 01
The scope is agreed and confirmed in writing
- 02
Information is supplied securely by the adviser or client
- 03
The analysis is completed and reviewed
- 04
Findings are returned as agreed
Limitations
This work is financial and commercial. It is not legal advice on the transaction documents, and the client’s solicitors remain responsible for the drafting and legal effect of any agreement. This service is provided under a separately agreed engagement and does not constitute legal, tax, audit or regulated investment advice. Any analysis depends on the information supplied, the assumptions adopted and the circumstances at the relevant time.
Next step
Discuss a client matter
If offer & deal structure review may be relevant to a client matter, describe it briefly. We will confirm whether it falls within our capability and what support may be appropriate.