Understanding How Deal Structures Really work

How the UK’s new anti-avoidance rules change pre-sale restructuring and exit planning.

Learn why business valuations often fall short of owner expectations and how proper preparation can improve outcomes in the sale process.

Selling a business is both financial and emotional. Learn the key signs that show when you are truly ready to start planning an exit, and how La Salle supports you through the process.

Understand what happens between signing Heads of Terms and completing a deal. Learn how due diligence, legal work, and preparation shape a successful sale.

Discover what really drives buyer confidence in M&A. Learn why strong management, growth potential, and cultural fit matter as much as the numbers

La Salle are delighted to announce the completion of another deal 🤝 'Educational Resources & Training provider Creative Hut For Education, enters buy & build strategy via minority stake acquisition.' Founders Private Capital (FPC), which launched earlier this year, has backed Creative Hut, which has worked with Amazon and LEGO. The multimillion-pound deal is the private equity firm's first investment. Creative Hut company Background: Established in 2017 and based in Warrington, Cheshire; Creative Hut For Education Ltd are an established, market-leading provider of a range of STEAM-based learning products, resources and training. The company hold valuable reseller partnerships with Ed-Tech brands and run STEAM-based CPD training days and workshops for educators and pupils alike. They also have collaborated with education institutions and Premier League football clubs, notably St Malachy’s College, Everton FC, and Newcastle United FC, to create state-of-the-art ‘Learning Spaces’ to help young people prepare for the future. Deal Summary: The Shareholders at Creative Hut instructed La Salle to help identify investors and assist with a share sale of the company. Several potential acquisitors were sourced and Founders Private Capital emerged as the leading candidate. Their plan was to acquire a minority stake in Creative Hut and develop a buy & build framework. La Salle have also been retained to assist on the buy-side, sourcing new opportunities with a view to introducing new product and service offerings and generate new revenue channels to develop the group. La Salle Corporate Partner Matt Dillon stated: "We ran a very focussed sales process designed to introduce a small selection of parties that we felt would meet the company’s requirements from both a cultural and funding perspective. "FPC met the requirements, and we now look forward to helping both the company and FPC seek further acquisition opportunities in the sector." Creative Hut Founder Gareth Boldsworth commented on the deal: "We are seeing significant demand from firms for our Corporate Social Responsibility (CSR) and STEM outreach programmes, designed to prepare young people for tomorrow’s careers alongside delivering purpose-driven community impact. FPC quickly identified the core values of Creative Hut in our discussions and aligned with our vision to provide support and infrastructure to accelerate the number of students and teachers we impact worldwide on an annual basis. We look forward to working with Ravi Sharma and the team over the coming years." Gareth added comments on La Salle: "The support we received from La Salle was exceptional. Matt played a pivotal role in keeping us on track and providing unwavering support throughout every step of the journey. His dedication, expertise, and meticulous attention to detail ensured a smooth and successful process. They gave us lots of different options and were patient, knowledgeable and easy to work with during the decision-making process. Thanks to Matt and the entire La Salle team, we felt confident and well-guided at every turn. We couldn’t have asked for a better partner in this significant milestone for our company and I would recommend them to anyone who is about to embark on a similar journey. A true service-oriented organisation." Ravi Sharma of Founders Private Capital added: "We are really excited to work with Gareth and the Creative Hut team going forward. The team have developed a STEM education-led CSR service offerings which have unique appeal to large enterprise businesses looking to meet their CSR requirements. "We have seen some really great traction over the last 12 months and look forward to supporting management in driving growth both in the UK and internationally." Advisors: Corporate Finance (to Creative Hut) – La Salle Corporate (Matt Dillon) Legal – Hill Dickinson LLP Financial/Tax Advisory – Williamson & Croft Read more about this deal on: Insider Media (La Salle have no control over media via external links)

The 2024 M&A Review, compiled by Experian MarketIQ, was released at the end of February and detailed UK merger & acquisition activity during 2024. As in previous years, we've extracted the data and fed it into our long-term review. This helps us to get a broader picture of M&A activity, to identify growing or contracting sectors, and to see the impact of geopolitical and global events on M&A, here in the UK. We can now review and compare 6 years of deal volumes and values. Originally, we planned to monitor the figures each year to see if a return to pre-Covid levels was evident. However, we've also had to factor in the ongoing conflicts in Ukraine and Gaza and the impact that has had on global economies and subsequently, UK M&A. First up, we take a look at the volume of deals for 2024 and as far back as 2019... UK DEALS BY VOLUME - LAST 6 YEARS

La Salle are delighted to have advised Bedfordshire-based specialist care provider Vivre Care on the sale of the company to Elysium Healthcare, part of the global Ramsay Health Care Group, listed on the Australian stock exchange (ASX). Overview: Leading mental health service provider Elysium Healthcare has expanded its provision of specialist eating disorder services with the acquisition of residential care provider Vivre Care. Established in 2007, Vivre Care provides specialist support for people with severe eating disorders. Its services align with the NHS strategy of prioritising community-based treatment. Vivre Care also complements the existing specialist eating disorder pathways within the Elysium group for adults and young people across England and Wales. Joy Chamberlain, Chief Executive Offices at Elysium said: “I am delighted that Asha Mootoosamy and Vivre Care will be joining the Elysium family. I have been impressed by the quality of care and the delivery of successful outcomes enabling people to access the right care, in the right place at the right time." Vivre Care Director, Asha Mootoosamy, said: "Elysium Healthcare are synonymous with specialist eating disorder care and I am confident that they will support the services to go from strength to strength. I am also delighted to be joining the Elysium team to further develop the model of care.” La Salle Corporate were instructed as Vivre Care’s Corporate Finance advisor. Matt Dillon, Partner, La Salle Corporate added: “It was a pleasure to advise Asha on the sale of her company. It’s a fantastic business that provides a wonderful service to those in need. I’m sure the business will flourish under Elysium’s stewardship”. Company Profiles: Elysium Healthcare – Head Office: Borehamwood, Hertfordshire UK Elysium Healthcare, launched in November 2016, operates over 95 sites across England and Wales. It offers services for learning disabilities, neurological care and specialist mental health support, including secure services, CAMHS, rehabilitation, acute care and psychiatric intensive care. Elysium is part of Ramsay Health Care Vivre Care – Luton, Bedfordshire, UK Since 2007, Vivre Care has operated as a leading supplier g specialist supportive clinical management (RSSCM) of severe eating disorders. A well-trained team of 45 employees are deployed across 3 freehold care homes in Luton. Read more about this deal around the web: (La Salle have no control over media on external links) Elysium Website  Insider Media

The Decision to Sell For many business owners, there comes a point when the question of new ownership or control naturally arises. Whether the motivation is retirement, lifestyle changes, health, or a new challenge, deciding to sell your company is one of the most important decisions you will make. When this moment comes, a few key questions follow: When is the best time to sell? How much is it worth? Who will buy my company? These are all important considerations, and the answers can have a major impact on the outcome of your sale. Laying the Groundwork Taking time to assess your business through the lens of a potential buyer can significantly influence both value and attractiveness. A well-prepared company tends to generate stronger interest and achieve smoother negotiations, particularly when dealing with motivated purchasers. Selling a company is more than a legal or financial exercise. At its core, it is a sales and marketing process , with a clear objective: to maximise value for the owner. The methods used and the buyers approached can have a significant bearing on the result. For example, if a competitor is approached, they may already know your sector well and will be unlikely to pay a premium unless you can clearly demonstrate points of difference or barriers to entry. On the other hand, a carefully targeted strategic buyer or investor may see greater value and growth potential. Timing and Market Readiness Buyers are typically drawn to businesses showing growth and with clear future prospects. Growth creates opportunity, and opportunity creates value. Regularly reviewing your exit strategy, even every six months, can help you identify the right moment to sell. Asking, “ Would someone want to buy my business today? ” can be a powerful indicator of how well your company is performing and how attractive it might be to acquirers. No two deals are the same, but experience has shown that careful timing, preparation, and a well-managed process can make a significant difference. An Emotional and Strategic Decision Selling a business is not only a commercial decision, it is often an emotional one. Staff can feel like family. You have built a brand, a culture, and a legacy, and naturally, you want that to continue. Choosing the right buyer matters as much as securing the right price. There are also different routes to consider. A full sale may provide a clean exit, but many owners choose to remain involved after taking some cash off the table, allowing them to de-risk while continuing to build on what they’ve created. Our role is to help you understand the options available and guide you towards the solution that fits your goals and personal priorities. A Tailored Approach Every company is unique, and so is every transaction. At La Salle Corporate, we work with you to assess timing, strategy, buyer types, and deal structures, ensuring the process is shaped around your objectives. Selling a business is something most owners only do once. It should be done with careful preparation, clear strategy, and the right support.

The famous phrase “fail to prepare, prepare to fail” could not be more relevant when it comes to selling a company. Thoughtful preparation is often the key factor that separates a smooth, value-maximising transaction from a frustrating, drawn-out process. Every business is unique, and the level of preparation required will depend on your structure, operations, and future plans. With years of experience guiding owners through this journey, we understand what information prospective buyers will expect — and how best to present it. Before any major steps are taken, it’s crucial to establish your personal and professional goals for the transaction. Selling a business isn’t just a financial event — it’s a personal milestone that can shape the next stage of your life. To help determine if your company is truly ready for sale, we typically organise a confidential, no-obligation meeting . This allows us to gain a clear understanding of how your business operates, identify any potential red flags, and answer any questions you may have. A good starting point is to ask yourself some key questions: Is now the right time personally to commit to selling your business? What do you want or need from the deal? Would you be willing to stay involved with the business post-sale, if required? How strong is your management team without you at the helm? What tax implications may apply to the sale? Are there legal obstacles or complexities to address? How will the sale impact your employees, customers, and suppliers? These questions provide clarity and help anticipate issues that might otherwise surface late in negotiations. By minimising uncertainties early , you build buyer confidence, maintain momentum, and increase the likelihood of achieving the best possible outcome. In many cases, answering these questions leads to practical steps that can enhance the value and marketability of your business. This might include restructuring the company, reviewing ownership or shareholding arrangements, or putting tax-efficient strategies in place ahead of a sale. Our Pre-Sale Planning services are designed to support business owners through this crucial stage. By addressing structural and tax considerations early, we help ensure your business is positioned in the best possible light for potential buyers — and that you retain more of the value you’ve built. Selling a company is a significant decision. With the right preparation and expert support, the process can be smoother, faster, and more rewarding. Learn more about Pre-Sale Considerations

Valuing Your Company Valuing a business is rarely a straightforward calculation. While financial performance is central, the true value of a company often depends on how attractive it appears to the right buyer. Two different acquirers may view the same business very differently, which is why identifying the most suitable purchaser is just as important as the valuation itself. Before taking instructions, we conduct a thorough risk assessment of your company. By viewing it through the eyes of a prospective buyer, we can anticipate the factors that may influence value and ensure you are in the strongest possible position when negotiations begin. Assessing Key Value Drivers Buyers consider many elements when forming their view of value. Among the most significant are: Financial performance , past and projected Key relationships with customers, suppliers and staff Management structure , especially if the current shareholders plan to exit Succession plans and second-tier leadership Operational dependencies that may need to be addressed by an acquirer Understanding these elements early gives us the opportunity to address potential concerns and present your business in the best possible light. How Buyers Look at Value While each acquirer approaches valuation differently, there are common themes that underpin most assessments. Profitability Buyers will analyse historic profitability over the past three years and place significant weight on future forecasts. While they are buying the past performance, their investment is based on future opportunity . What’s Included in the Sale Tangible assets, such as freehold property, can influence value. Buyers will consider whether they wish to purchase or lease property, and this flexibility can shape both valuation and deal structure. Surplus Cash Surplus cash built up in the business can often be extracted tax efficiently before completion, provided sufficient working capital remains in place. This can influence the overall structure of the deal and the proceeds received by the seller. Beyond the Numbers Valuation isn’t determined by financials alone. A range of commercial and operational factors can either enhance or reduce a buyer’s perception of value: Market position: How your company compares to competitors and what differentiates it. Owner involvement: A business that can operate independently is often more attractive. Management depth: A strong leadership team gives buyers confidence in continuity. Property: Whether the business occupies owned or leased premises, and how this affects profitability. Customer base: A healthy, diversified mix of customers is generally more valuable than heavy reliance on one or two key accounts. Growth prospects: Buyers pay close attention to future potential, including market trends, contracts, and pipeline opportunities. Legal considerations: Potential risks identified during due diligence can affect value, which is why early preparation is important. Our Approach to Valuation Once these factors have been reviewed, we apply an appropriate methodology to arrive at a realistic and informed valuation guide . We never market a company with a fixed asking price, as this can create an unnecessary ceiling. Instead, we use valuation as a strategic benchmark to position your business effectively and generate the best possible outcome. Our experience across a wide range of sectors allows us to anticipate how different types of buyers assess value , and to tailor the process accordingly. This helps us strengthen your negotiating position and unlock competitive tension between suitable acquirers.  A Strategic Foundation for the Sale Valuation is more than a number; it’s the foundation of the entire sale strategy. By understanding your company’s strengths, identifying potential concerns in advance, and targeting the right acquirers, we can help ensure the value achieved reflects the hard work and dedication you have put into building your business.

Private Equity houses are professional investors . They consist of capital that is not listed on public exchanges. Private Equity is composed of funds and investors that directly invest in private companies. They raise capital from a range of sources — including high-net-worth individuals, pension funds, and institutions — to deploy into strong, scalable businesses. There is a common misconception that Private Equity is simply a debt vehicle and nothing more. This could not be further from the truth. Their real aim is to invest in profitable companies and, alongside shareholders, grow the business together to achieve a shared exit further down the line. They align themselves with the management team, bringing strategic insight, capital, and commercial know-how to help accelerate growth. Private Equity investors can: Open doors to new opportunities and networks Support growth through acquisitions Share their experience and best practices from other successful businesses Two Main Routes to PE Involvement For many business owners, there are two common pathways to partnering with Private Equity: 1 - Direct Investment as a Platform: In this scenario, the Private Equity firm invests directly in your company, often taking a minority or majority stake. You remain at the heart of the business, with additional capital and strategic support to drive growth. Over time, you and the PE investor typically plan a joint exit, often at a significantly higher valuation. 2 - Acquisition by a PE-Backed Company: Another option is to sell your business to a company that is already backed by Private Equity. In this case, you become part of a larger group, benefiting from shared resources, wider market reach, and stronger financial backing — often without needing to completely exit the business on day one. Both routes offer flexibility: you can de-risk, take some cash off the table, and still have the opportunity to play a key role in the next phase of your company’s growth.  Many clients have the mindset, “I would never work for someone else.” But with Private Equity, you’re not working for someone else — you’re working with a partner who shares your goal. Having aligned interests and a clear future exit is exactly why so many Private Equity transactions turn into remarkable success storie s. The advantages are clear: Shareholders can release value now while retaining involvement You maintain influence over your company’s future A second sale, down the line, can often result in even greater overall proceeds In effect, there are often two sales: the first is a partial sale to the Private Equity firm, and the second occurs when you exit together , typically at a higher valuation. Here at La Salle, we believe our Private Equity network is among the strongest in the market. We work with both UK and international Private Equity firms that are actively seeking quality investment opportunities. Their challenge is not a lack of capital — it’s a lack of good businesses coming to market. The buyers are ready. We need the sellers.

A trade buyer is a buyer operating within the same or a closely related sector as your business. For many established companies, mergers and acquisitions (M&A) are a proven strategy for growth. By acquiring another business within their industry, trade buyers can increase market share , broaden their product or service offering, expand their customer base, and strengthen their overall competitive position. Why Trade Buyers Acquire For trade buyers, acquiring a business is often more efficient and cost-effective than organic growth. Instead of spending years building capability or market presence, they can achieve instant scale through a targeted acquisition. This might include: Expanding their geographic footprint Gaining access to new customers and contracts Diversifying their services or product lines Strengthening operational capabilities and talent Because of these strategic benefits, trade buyers are often among the most motivated and best-positioned purchasers in the market. When a Trade Sale Makes Sense A trade sale is often well-suited to business owners who are looking to fully exit their company . Common reasons include: Retirement Health considerations Having taken the business as far as they can Pursuing other personal or professional interests In most cases, there may be a short transition period after the transaction, usually no longer than 6 to 12 months, during which the outgoing shareholders assist with handover and continuity. However, trade buyers typically have the expertise and resources to integrate the business quickly, making for a clean and straightforward exit . Why Trade Buyers See Value Trade buyers look for synergies, areas where the combined business can operate more efficiently than the two entities separately. By integrating functions, centralising operations, or leveraging shared resources, they can increase profitability almost immediately , which strengthens their return on investment. This ability to quickly realise value often makes trade buyers willing to pay a competitive price for the right business. How We Can Help At La Salle, we maintain a wide network of trade buyer contacts across numerous sectors , both in the UK and internationally. We know how to position your business strategically to attract interest from the most suitable acquirers — those with the motivation, resources, and vision to make the transaction a success for both parties.

Our Marketing Approach At La Salle Corporate, we operate with complete discretion at all times. We understand this is often the single biggest concern for business owners exploring a sale. Maintaining confidentiality is fundamental to protecting your company, your people, and your legacy. Our goal throughout the process is to minimise disruption to you and your business. We take a hands-on, guided approach, managing the sale process so you can stay focused on what matters most: running your company. While your input is essential for information requests and meeting qualified buyers, we handle the strategy, targeting, and communication behind the scenes. Presenting a Strong, Targeted Opportunity Any opportunity we bring to market must be presented with precision and professionalism. We understand how time-consuming it can be to pull together information while continuing to run a business, so we handle as much of that burden as possible. The way we position your company depends on the process we agree together, but the objective is always the same: to make your business stand out to the right acquirer. Off-Market Strategy with Real Intelligence Unlike many advisors, we don’t openly advertise or list your company for sale . Instead, we use a carefully structured off-market approach designed to protect confidentiality while maximising value. This approach is powered by two key strengths: Our network – built over many years, comprising trade buyers across multiple sectors, private equity firms, family offices, and high-net-worth individuals. Our research capability – an experienced, dedicated team with access to a wide range of specialist databases, live deal intelligence, and market insight. Our research team plays a central role in identifying the right potential acquirers. They go beyond surface-level lists, analysing sector trends, ownership structures, and acquisition patterns to find buyers who may not be actively advertising their interest but are strategically well-placed to inves t. They think creatively, connect dots others might miss, and produce tailored, intelligence-led target lists that align with your company’s profile and growth story. A Controlled, Confidential Process Once the target list is finalised, we discreetly approach only vetted decision-makers — typically fellow shareholders, directors, or investment principals. We operate under a strict “no names” policy until a buyer is properly qualified. Before any detailed information is shared, buyers must sign a Non-Disclosure Agreement , ensuring full confidentiality throughout the process. By coupling our extensive network with intelligent research, we can pinpoint high-quality, strategic acquirers without ever needing to publicly market your business.

Deal Structure The structure of a deal is just as important as the price, and sometimes even more so. Payment terms, timing, and the level of risk all play a critical role in determining whether an offer truly meets your objectives. Our job is to structure the transaction in a way that’s as attractive and secure as possible for you. There’s no one-size-fits-all solution. At La Salle Corporate, we’re experienced in designing deal structures that align with each client’s commercial goals, personal priorities, and tax considerations . Below are some of the most common structures used in transactions: 1. Cash at Completion This is the cleanest and most straightforward option. The full purchase price is paid on the day of completion, held in the solicitor’s account, and transferred directly to the seller. It provides immediate liquidity and a clear exit with minimal ongoing involvement. 2. Deferred Payments In this structure, part of the consideration is paid over an agreed period, for example, quarterly, every six months, or annually. Deferred payments can increase the total price achieved, while reducing risk for the buyer. For sellers, they can offer flexibility and a structured flow of funds over time. 3. Earn-Out An earn-out links future payments to the company’s performance after the sale. This can help bridge valuation gaps between buyer and seller and can be particularly effective when the seller remains involved in the business. It ensures both parties are aligned on growth and value creation, while giving the seller the chance to benefit from future success . 4. Investment (Partial Sale) This type of structure allows shareholders to de-risk by taking a portion of cash off the table now while retaining a stake in the business. It’s common in private equity transactions, where owners stay involved with a shared goal to scale the company. This approach can lead to a “ second bite of the cherry ”, a future exit at a higher valuation. 5. Shares as Consideration Instead of receiving the full amount in cash, part of the consideration may be in shares of the acquiring company. This can be attractive when selling to a larger entity, allowing sellers to participate in the buyer’s future growth and keep their capital actively invested rather than parked in cash. Structuring with Strategy The right deal structure depends on many factors, from your personal plans and tax position to the buyer’s strategy and funding model. Our role is to evaluate every option , negotiate the most favourable terms, and make sure the structure aligns with your objectives both now and in the future.

The Negotiation Stage By its very nature, negotiation is one of the most sensitive and decisive stages of a transaction. It is where strategy, preparation, and communication all come together. At La Salle Corporate, our role at this stage is critical. We manage the process objectively, ensuring that discussions remain focused on the commercial issues at hand rather than being influenced by emotion. This helps preserve the relationship between you and the prospective purchaser, which is particularly important if you may be working together in the future. Because of our extensive network, we often already have a relationship with the acquirer. This familiarity can be invaluable in managing expectations, building trust and keeping negotiations moving forward. Our Approach Selling a company can be personal as well as commercial. Our job is to review and assess offers pragmatically , advise on strategy, and ensure your best interests are represented at every stage. We typically invite indicative offers by a set date, allowing us to review all expressions of interest at the same time. Depending on the level of engagement, we may then move to a second bidding stage to refine offers and terms. The ultimate goal is to secure an acceptable deal on both value and terms, and to move smoothly into due diligence. Key Principles of Successful Negotiation Listen carefully Negotiation is a two-way process. While we act solely in your interests, understanding the purchaser’s perspective helps us find solutions that work for both sides. Stay focused The objective is clear: to agree a price and terms that meet your goals. Our team ensures discussions remain constructive, professional, and forward-looking. Be positive A cooperative and solution-driven approach helps keep momentum and fosters trust with the buyer. Be open and honest Transparency is essential. Any deal will be subject to due diligence and warranties. Providing clear and reliable information builds confidence and reduces the risk of delays or disputes later in the process. Experienced Support Throughout At La Salle Corporate, we are present with our clients throughout the entire negotiation stage. We bring experience, established buyer relationships, and a clear understanding of how to balance commercial and personal dynamics. Our focus is to secure a deal that works for you and to lay the groundwork for a smooth transition into the next stage.