Deal structures
Deal structures, and why lenders care which one you are doing
Two buyers can pay the same price for the same business and get completely different answers from the same lender, because of how the deal is put together. This section is about that difference.
Why structure changes the answer
A lender is not only asking whether the business is good
It is asking what it would be lending against, what it could recover if things went badly, who else has a claim, and when the money actually leaves the building. Structure decides all four.
Buying shares means inheriting the company's history and its liabilities. Buying assets usually means leaving those behind, and it can also mean leaving behind the contracts and consents that let the business trade. Deferring part of the price reduces what you need on day one and creates a second creditor sitting alongside the bank. Each of those is a different risk picture, and a lender prices each one differently.
The practical consequence for a buyer is simple: settle the shape of the deal before you go looking for the money, or expect to renegotiate it afterwards.
The list
The structures
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Article
Bolt-on acquisitions, and why the buying business is the constraint
The strongest position in the market to buy from, and the one where your own existing debt decides how far you get.
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Guide
Deferred consideration and earn-outs, and how they are measured
Part of the price paid later. The measurement, the protection and the drafting decisions that produce the...
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Guide
Equity contribution, where it comes from and what counts
The money that sits underneath the debt. Where buyers find it, which forms a lender counts, and what has to...
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Guide
MBO, MBI and BIMBO explained, and how each one funds
Who is buying decides how the deal funds. The three management structures, and what a lender is really...
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Article
Mezzanine in an SME context, and when the gap means something else
Filling a funding gap with subordinated debt is possible at this size. It is usually not the best available...
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Guide
Share purchase versus asset purchase, and why your lender cares
Two ways to buy the same business. What each one transfers, and what it changes about the money.
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Guide
Stacking facilities, ranking and the intercreditor problem
Why deals use several facilities at once, how they rank against each other, and the conflicts that stop a...
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Guide
Succession and retirement sales, and the dependency problem
The most common acquisition in these sectors, and the one where the seller is the biggest single risk in the...
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Guide
Vendor finance, ranking and subordination in an acquisition
Where the seller's money sits in the queue, and the drafting that decides whether your lender counts it for...
In practice
What most deals actually look like
A typical acquisition in the sectors we cover is rarely one structure and one facility. It is more often a share or asset purchase, with part of the price deferred, some vendor finance bridging the gap, and two or three facilities behind it doing different jobs.
That is normal, and it is where the ordering matters. Read stacking facilities alongside equity contribution to see how the pieces fit and how much you are expected to put in yourself. If the deal involves a retiring owner, succession and retirement sales is the one to start with, and the buyer journey covers what happens around it in the right order.
Tell us the shape as well as the number
How a deal is structured changes who will fund it as much as what you are buying. Tell us both and we go to the people who fund that shape.