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M&A Deal Advisory for Buyers

Buying a Business – Comprehensive Support Through Every Stage

Purchasing a business is rarely just about agreeing a price. It involves understanding exactly what you are acquiring, assessing the associated risks, and structuring the transaction to protect your investment. At Pearson McKinsey, we combine financial, tax, and commercial insight to help buyers make well-informed and confident decisions.

From your initial review of a target business through to completion, we support you at every stage of the acquisition. This includes analysing financial performance, advising during negotiations, and managing completion mechanics. Our objective is to ensure your acquisition is financially robust, tax efficient, and structured to support long-term success.

Our end-to-end support for buyers includes:

  • Deal Structuring & Funding – identifying the most appropriate way to finance and structure your acquisition.
  • Valuation Analysis – assessing whether the asking price is supported by the target’s underlying financial performance.
  • Due Diligence – Assets, Liabilities & Financial Health – reviewing financial integrity, key risks, and potential exposures.
  • Net Working Capital & Completion Accounts – protecting against overpayment and reducing the risk of post-completion disputes.
  • Coordination with Legal Teams – ensuring warranties, indemnities, and completion mechanics accurately reflect the financial position.
  • Stamp Duty & Transaction Taxes – clarifying acquisition-related tax obligations and transaction costs.
  • Post-Acquisition Planning – supporting integration and early-stage financial management to help secure long-term value.

With Pearson McKinsey alongside you, each stage of your acquisition is handled methodically and transparently, giving you confidence that your investment is well structured and financially secure.

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Deal Structuring & Funding

Every acquisition starts with the right structure. Whether you are acquiring shares or assets, leading a management buy-in, or expanding through a strategic acquisition, we help design a transaction structure that aligns with your objectives and risk appetite.

We work closely with you to model how different transaction structures affect cash flow, tax exposure, and control. Where required, we can also introduce trusted legal and funding partners to explore suitable financing options, including bank lending, vendor finance, private capital, or debt facilities. Establishing the appropriate structure and funding mix at an early stage helps ensure the acquisition progresses efficiently and rests on a solid financial foundation.

Valuation Analysis

Valuing a target business requires both financial insight and commercial judgement. We critically assess the seller’s assumptions and evaluate whether the asking price is supported by the business’s underlying financial performance. Our analysis focuses on sustainable profitability, recurring income, debtor recoverability, and ongoing capital requirements.

We help you determine the true value of the business from your perspective, taking into account integration costs, risk exposure, and potential synergies. By anchoring negotiations in clear, data-led analysis, we enable you to make informed offers and avoid overpaying for non-recurring or inflated earnings.

M&A Deal Advisory
M&A Deal Advisory

Due Diligence – Assets, Liabilities & Financial Health

Due diligence is the point at which a well-planned acquisition is either validated or reconsidered. At Pearson McKinsey, we carry out a structured and independent review of the target business to confirm that what you are acquiring aligns with what has been represented.

Our financial due diligence covers all key areas:

  • Assets – verification of tangible and intangible assets, confirming ownership and ensuring valuations are appropriately supported.
  • Liabilities – assessment of trade creditors, borrowings, contingent liabilities, tax exposures, and any off-balance-sheet commitments.
  • Financial Health – analysis of historic and current performance, cash flow stability, debtor recoverability, and overall solvency.

Beyond the financial data, we also assess commercial dependencies, customer concentration, and operational risks that may impact future profitability. Findings are presented clearly and pragmatically, highlighting potential risks, areas for negotiation, and opportunities for post-acquisition improvement.

Our objective is clear: to protect your investment, validate your assumptions, and give you confidence before proceeding to completion.

Coordination with Legal Teams

We work closely with your solicitors throughout the drafting and negotiation of the Heads of Terms, Share Purchase Agreement (SPA), and associated documentation. Our role is to translate financial findings into clear commercial and contractual protections, ensuring that warranties, indemnities, and completion statements accurately reflect the financial position identified during due diligence.

By bridging the gap between financial analysis and legal drafting, we help streamline communication, reduce ambiguity, and keep the transaction progressing towards a timely and successful completion.

Net Working Capital & Completion Accounts

Net Working Capital (NWC) and completion account adjustments are critical to ensuring you do not overpay for a business. At Pearson McKinsey, we help determine a fair working capital benchmark based on the business’s normal trading cycle and verify that the balance sheet appropriately reflects operational liquidity.

Our analysis ensures that cash, debtors, and creditors are correctly adjusted at completion, so the final purchase price reflects sustainable, maintainable working capital. By clearly defining completion mechanics at an early stage, we reduce the likelihood of post-completion disputes and protect the value of your acquisition.

M&A Deal Advisory
M&A Deal Advisory

Post-Acquisition Planning

Completion marks the beginning of ownership, not the end. We support financial integration to ensure that the acquired business aligns seamlessly with your existing operations. This includes reviewing management reporting, harmonising accounting policies, and modelling post-completion cash flow and working capital requirements.

Our aim is to give you full visibility from day one, allowing you to focus on growth and operational success rather than the complexities of transition.

Stamp Duty & Transaction Taxes

We help you understand the tax implications of your acquisition so you can plan and budget with confidence. For share purchases, Stamp Duty is generally charged at 0.5% of the consideration, while asset purchases may be subject to different rates depending on the asset type. We also identify deductible costs and collaborate with your accountants to structure the transaction for optimal tax efficiency.

Being aware of all acquisition-related costs, including transaction taxes, ensures there are no unexpected financial surprises once the deal completes.

Pricing for Buyers

At Pearson McKinsey, we specialise in advising on small and micro-business transactions with deal values of up to £1.5 million. This focus enables us to provide a director-led, hands-on service that larger corporate finance firms typically do not offer at this level.

Our buyer-side advisory fees are fixed or capped upfront and, where appropriate, may include a success-linked element for more complex or performance-based transactions. Fees are proportionate to the scope and complexity of your deal, with full transparency and no hidden costs.

Target Company Turnover Typical Advisory Fee (ex. VAT) Scope Highlights
Up to £500,000 £5,000 + VAT Core financial due diligence, cash/debt review, headline NAV testing
£500,000 – £1.0m £7,000 + VAT Full due diligence, working-capital peg, completion statement review
£1.0m – £2m From £9,000 + VAT Comprehensive accounting review, debt structure analysis, integration planning

Every buyer-side engagement includes close coordination with legal and tax advisors to ensure that due diligence findings are accurately reflected in the Share Purchase Agreement (SPA) and completion accounts.

All fees are confirmed in writing prior to engagement, following a brief scoping discussion, providing you with complete cost certainty from the outset.

Ready to Begin Your Acquisition?

Buying a business is a significant financial commitment, but with the right guidance, it can also be a transformative opportunity. At Pearson McKinsey, we provide clear, numbers-led M&A advisory that safeguards your investment, supports strong negotiations, and gives you confidence at every stage.

Contact us today for a confidential discussion about acquisition structuring, due diligence, and completion planning.

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Frequently Asked Questions (FAQ)

BADR (formerly Entrepreneurs’ Relief) is a tax relief allowing business owners to pay a reduced rate of Capital Gains Tax (currently 10%, rising to 14% in April 2025 and 18% in April 2026) when selling or closing a qualifying business.

Yes. We handle the financial, structural, and tax aspects of your transaction, but you’ll still need a solicitor for the legal documentation and contracts. We work hand-in-hand with your solicitor to make the process smooth.

A roll-up acquisition is when a business or investor buys smaller companies in the same industry to consolidate operations, increase market share, or achieve economies of scale. This strategy is particularly popular in fragmented industries.

For small and micro-businesses, deals can often complete within 8–16 weeks, depending on the complexity, quality of financial records, and speed of negotiations.

Without professional guidance, sellers often leave value on the table and buyers risk overpaying or missing key risks. Our role is to make sure your deal is tax-efficient, properly structured, and financially sound.

No. We operate on a flat-fee structure based on the size of your deal, so you know your costs upfront and keep more of your deal proceeds.

Yes. Because we are accountants as well as deal advisers, we can manage ongoing bookkeeping, payroll, compliance, and tax planning post-completion.