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M&A Deal Advisory for Sellers

Selling Your Business – Comprehensive Support Every Step of the Way

Selling your business is one of the most significant financial and personal decisions you will make. It is rarely just about agreeing a headline price; it is about ensuring the structure, timing, and terms of the transaction are right to safeguard the value you have created.

At Pearson McKinsey, we bring together deep accountancy expertise with hands-on deal advisory experience to ensure the sale process is managed smoothly and effectively. Our focus is on maximising your after-tax outcome and guiding you with confidence from early preparation through to completion, while overseeing all financial and commercial aspects of the transaction.

Our end-to-end support for business owners includes:

  • Deal Structuring & Tax Efficiency – structuring your transaction to achieve optimal tax efficiency and commercial certainty.
  • Valuation & Negotiation Support – supporting your valuation rationale and helping you negotiate balanced, robust deal terms.
  • Coordination with Legal Teams – reviewing Heads of Terms and ensuring financial agreements are accurately reflected in all legal documentation.
  • Net Working Capital Management – managing completion adjustments to protect the final value realised on sale.
  • Exit Planning & BADR – planning your exit to support a smooth transition and maximise post-sale tax efficiency.

With Pearson McKinsey alongside you, each stage of your business sale is approached methodically, transparently, and efficiently, allowing you to move forward with confidence and focus on the next chapter.

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Deal Structuring & Tax Efficiency

The structure of your transaction has a significant impact on what you ultimately take home. At Pearson McKinsey, we work closely with you and your accountants to design a deal that is both commercially robust and tax efficient. Whether you are selling shares or assets, agreeing a deferred or staged consideration, or negotiating an earn-out, we model the financial and tax implications of each option to support informed decision-making.

Early alignment between deal structure, timing, and tax strategy ensures that sale proceeds are extracted in the most efficient manner, making full use of Business Asset Disposal Relief (BADR) and any other available allowances.

Valuation & Negotiation Support

For smaller, owner-managed businesses, valuation is rarely a simple formula; it is ultimately a negotiation. Unlike larger or listed companies where extensive market data is available, smaller businesses are valued through context, dialogue, and the ability of both parties to reach agreement.

At Pearson McKinsey, we guide you through this process with clarity and confidence. Using your financial information, we identify the key value drivers, including profitability, recurring revenue, client retention, and working capital. We then help you prepare both the financial evidence and the commercial narrative needed to support your valuation expectations in a way prospective buyers can understand and engage with.

Our objective is to bridge the gap between the price you aspire to achieve and an outcome that is commercially fair, defensible, and mutually acceptable, ensuring the agreed value properly reflects the strength of your business.

M&A Deal Advisory
M&A Deal Advisory

Coordination with Legal Teams

Understanding your Heads of Terms (HoTs) is crucial before legal drafting begins, as these early agreements form the foundation of the Sale & Purchase Agreement (SPA). At Pearson McKinsey, we support you in reviewing and interpreting your HoTs so you clearly understand the commercial implications of each clause, including its impact on sale price, transaction timing, and risk exposure.

Once legal drafting is underway, we liaise directly with your solicitors and the buyer’s advisers to ensure that financial clauses, mechanisms, and disclosures are accurately reflected in the SPA or Asset Purchase Agreement (APA). Our role is to bridge the gap between commercial intent and legal language, keeping you informed, minimising unnecessary legal back-and-forth, and maintaining momentum through to completion.

Understanding Net Working Capital

Net Working Capital (NWC) adjustments are a common source of dispute in business sales. We help you understand how agreed NWC targets affect your final consideration and prepare accurate working capital schedules early in the process to reduce the risk of post-completion surprises. Our analysis ensures that the levels of cash, receivables, and payables at completion are fairly reflected in the transaction value.

For example, if a sale is agreed at £500,000 on the assumption of £50,000 in working capital, but only £30,000 is available at completion, we guide you through the negotiation of appropriate adjustments to protect your position. By proactively managing working capital, we help ensure the value you have built is preserved all the way through to completion.

Exit Planning & Handover

A successful sale does not end when funds are received. At Pearson McKinsey, we help structure transition and handover arrangements that provide clarity and confidence for both buyer and seller. Whether you remain involved for an agreed period post-completion or exit immediately, our focus is on ensuring the handover is smooth, commercially appropriate, and well managed.

We also assist in modelling how sale proceeds can be extracted efficiently following completion, with careful consideration given to tax outcomes and personal cash flow, helping you plan your next steps with certainty.

Business Asset Disposal Relief (BADR) & Capital Gains Tax

When selling your business, a key consideration is how much of the sale proceeds you will retain after tax. We help you understand the Capital Gains Tax (CGT) implications of your transaction and structure the sale to make full use of available reliefs.

Business Asset Disposal Relief (BADR), previously known as Entrepreneurs’ Relief, can significantly reduce CGT on qualifying gains. With BADR rates increasing to 14% in April 2025 and 18% in April 2026, early and proactive planning can result in meaningful tax savings. BADR applies to a lifetime limit of £1 million in qualifying gains per individual.

For many owner-managed businesses, BADR may be available on share disposals or through a Members’ Voluntary Liquidation (MVL), particularly where retained profits exceed £25,000. In these circumstances, distributions can often be treated as capital rather than income, resulting in a substantially lower effective tax rate.

We work closely with your accountants to confirm eligibility, assess optimal timing, and structure your exit, helping you retain the maximum possible value from the business you have built.

M&A Deal Advisory

Pricing for Sellers

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 deliver a director-led, hands-on service that larger corporate finance firms typically do not provide at this level of transaction value.

Our seller-side advisory fees are fixed or capped from the outset and, where appropriate, may include a success-linked element for more complex or performance-based transactions. Fees are proportionate to the scope and structure of your sale, with full transparency throughout and no hidden costs.

Deal Value Typical Advisory Fee (ex. VAT) Scope Highlights
Up to £250,000 £3,000 + VAT Deal structuring, tax efficiency, BADR review, valuation support
£250,000 – £500,000 £5,000 + VAT Working-capital schedules, SPA financial review, completion support
£500,000 – £1.5m From £7,000 + VAT Broader tax modelling, multi-entity coordination, post-sale withdrawal strategy

Our quoted fee remains valid through to completion, or until the buyer requests a review of updated financial information. Where a new accounting period begins or additional management accounts are required, further review work may be necessary. Any revised fee would be discussed and agreed in advance.

These fees cover comprehensive sell-side support, from initial deal structuring and valuation through negotiation and completion, ensuring your exit is well planned, compliant, and tax efficient.

Ready to Begin Your Exit?

Selling your business is a once-in-a-lifetime event, and it deserves the same level of care and precision you invested in building it. At Pearson McKinsey, we provide experienced, numbers-led advisory support to help you achieve a smooth, commercially sound, and tax-efficient exit.

Get in touch today for a confidential conversation about valuation, deal structure, and tax planning, and take the first step towards maximising the value of your business.

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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.