Buying a Business and Making it Work

Acknowledgements
- Deciding You Want To Buy
Deciding You Want To Buy
- Undertaking Research
- You As A Business Buyer
- Who Are You And Why Do You Want To Buy?
- What Buying A Business Will Not Do
- The Qualities You Need (Or Why You Shouldn’t Buy A Business)
- And What Happens If It All Goes Wrong?
- Alternatives To Buying For Expansion
Deciding What To Buy
- The Importance Of Focus
- What Type Of Business Do You Want To Buy?
- What Types Of Business Are There?
- Other Characteristics To Consider
- Researching The Business
- Where Should You Buy A Business?
- When Is The Best Time To Buy A Business?
Beginning Your Planning And Appointing Advisers
- Having A Plan
- Doing It As A Group
- Purchasing Vehicle
- Acquisition Plan
- Who You Will Need
- Appointing Advisers
- Managing Your Advisers
- The Need For Due Diligence
Starting Your Search
- What Are You Looking For?
- Who Are Sellers?
- Why Do Sellers Sell?
- Why Sellers Don’t Sell
- Family Businesses
- Who Are You Competing With?
Finding A Business To Buy
- Search Tactics
- Businesses For Sale And Not For Sale
- Finding Businesses That Are Formally For Sale
- Financial Promotion
- Finding Businesses That Are Not For Sale
- Mbo Specific Issues
- Franchising
Before You Approach
- Desktop Reviews And Screening
- Sources Of Non-Financial Information
- Financial Information
- Having Faith In Numbers
- Understanding Accounts
- How Are Accounts Prepared?
- What Is In Each Part Of The Accounts?
- What Should You Look For In The Accounts?
- Understanding Profitability
- Understanding Financial Stability
- Understanding Financial Efficiency
- Summary
Approaching The Business
- The Importance Of First Contact
- Approaching The Business
- Approaching A Business That Is Not For Sale
- The First Meeting
- Understanding The Business Beyond The Numbers
- Review Checklist
- Confidentiality
What Is It Worth?
- The Importance Of Realistic Valuations At The Outset
- How Does Price Relate To Risk For Either Side?
- Valuations Are Valueless
- The Value Of Valuations
- What If The Seller Has Set A High Asking Price?
- It’s Rude To Talk About Money
- Bases Of Valuations
- What Is For Sale?
- Is It Really A Buyable Business?
- Dealing With A Mixed Bag
Valuation Techniques
- Do You Need To Know About Valuations?
- Restatement Of Earnings
- In The Black
- Asset Valuation
- Market Valuation
- Discounted Cashflow
- Return On Investment
- Sector Specific
- Earnings Multiples
- What You Should Not Pay For
- Summary
Financing The Deal
- What Does The Money Need To Cover?
- Where Do You Get The Money?
- What Form Of External Finance Is Right?
- Campari Checklist
- Equity
- Borrowing Against Personal Property
- Grants
- Debt
- Management Buy-Out Financing Information Checklist
- How Much Can You Borrow?
- Vendor Finance
- Financial Assistance Rules
Negotiating The Price
- The Negotiation Process
- What If Negotiations Run Into Difficulties?
- Structuring The Deal
- How Certain Is Payment Going To Be?
- How Much Is The Seller Financing?
- How Certain Is The Price?
- Other Key Terms
- Heads Of Terms
Due Diligence
- What Is Due Diligence?
- Legal Due Diligence
Financial Due Diligence
- Why Financial Due Diligence Is Important
- More Than Just Ticks In Boxes
- Contents Of Due Diligence Report
Commercial Due Diligence
- Why Commercial Due Diligence Is Important
- Assessment Of The Management Team
- What About The Old Owner?
- Problem Due Diligence
The Sales Contract And Completion
- The Twin Track Process
- The Sales Contract
- So What Are Representations, Warranties And Indemnities?
- Covenants
- Closure
- Typical Share Purchase Agreement
Trouble With The Taxman
- The Importance Of Tax
- Value Added Tax
- Stamp Duty
- Capital Gains Tax
- Income Tax
- Interaction Of Income And Capital Gains Taxes
Taking Control
- The Timescale And Need For Speed
- Fast Or Slow Integration?
- Your Plan
- Communications
- Change Management
- Managing People And The Process Of Change
- How Can You Make Change Happen?
- Managing And Motivating Staff To Change
- Redundancies
Financial Management
- Managing By The Numbers
- Group Structure
- Cleaning Up The Group Structure
- Management Information
- Profit Improvement
- Cashflow Management
- Cash Flow Improvement
Buying A Business To Turn Around
- Why Buy A Business In Difficulties?
- So How And Why Do Businesses Start To Fail?
- Finding A Business To Turn Around
- Buying A Business Before Insolvency
- Buying From A Receiver Or Administrator
- Making A Turnaround Work