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#346

Buying a business isn’t just about finding the right opportunity. It’s about structuring the deal in a way that works for everyone involved. In this week’s episode of Business Buying Strategies, Jonathan hands the microphone to his dealmaking partner Martin, who shares insights from a live webinar with Dealmakers clients. Martin has been directly involved in hundreds of acquisitions and is currently negotiating multiple deals himself. In this session he explains how real deals are structured, how negotiations actually unfold, and what funding strategies are working in today’s market. This episode is packed with practical advice drawn from real negotiations happening right now. What You’ll Learn in This Episode Why negotiation skills matter more than clever deal structures Many new dealmakers become fascinated by complex deal structures. But Martin explains that the structure itself is rarely the difficult part. The real skill lies in negotiating terms that work for both sides. Successful negotiators focus on three outcomes: • Getting the business cheaper • Getting better payment terms • Getting more value for the same price When you negotiate with these principles in mind, both sides feel they’ve achieved a good outcome. Why deal structure can change a business’s value dramatically One of the most striking insights from the episode is how the same business can be valued very differently depending on the deal structure. Martin shares a real example where four potential deal structures valued the same business between £1.2 million and £3 million. Nothing about the business itself changed. Only the structure of the deal. Ironically, the structure with the highest valuation turned out to be the best deal for the buyer because it produced significantly stronger annual cashflow. It’s a powerful reminder that: Price alone never tells the full story. Why preparation matters – but expecting the unexpected matters more Many first-time buyers believe they need to be perfectly prepared before approaching a seller. Martin explains why this mindset can hold you back. In real negotiations, unexpected moments happen constantly. He shares a story about visiting a potential acquisition target and discovering—mid-conversation—that the seller spoke Danish, which unexpectedly became a useful rapport-building moment. The lesson? You cannot prepare for every possible outcome. But you can stay flexible and genuine. The difference between objections and buying questions A key negotiation skill is recognising the difference between: An objection and A buying question Often when sellers raise concerns, they are not rejecting the deal. They are simply participating in the buying process. For example, when a seller asks: “How do I know you’ll actually pay me the deferred payments in the future?” This is usually a buying question rather than resistance. Martin explains how to respond by: • Sharing your long-term vision for the business • Explaining why reputation matters for future acquisitions • Highlighting legal protections within the deal Handled correctly, these moments can build trust rather than derail negotiations. The most common funding options used in acquisitions Funding a deal doesn’t always require traditional bank loans. Martin outlines several financing options frequently used in acquisitions: Invoice Finance One of the easiest and most flexible funding sources, especially for B2B businesses. Asset Finance Funding secured against equipment, machinery or vehicles within the business. Bridging Finance Often used when property assets are involved. Cashflow Lending Possible but generally riskier because it relies solely on the borrower’s ability to repay. Interestingly, Martin’s preference is often no external finance at all, using seller-funded structures instead. These can dramatically reduce risk for the buyer. The danger of majority share purchases Another important insight relates to buying majority stakes instead of full ownership. Martin warns that shared ownership can lead to serious problems if the relationship between directors breaks down. Whenever possible, buying 100% of the business is usually the cleaner and safer option. If a minority stake remains, it’s essential to agree upfront how future exits will be handled. How to handle seller concerns about deferred payments One of the most common objections sellers raise is concern about receiving payments years into the future. Martin explains how to reassure sellers by emphasising: • Your long-term strategy for the business • The reputational damage of failing to honour agreements • Legal protections within the share purchase agreement • The mutual incentives to make the business succeed When...