Alistair and Jonathan at the handover
The Background
iBOSS was approached, by a legal advisor contact of ours, to help his client Alistair Savage. Alistair was considering purchasing a well-established retail business that trades under the name of Cambridge Interiors. This was a ‘retirement sale’ of a company involved in selling curtains, carpets and other flooring materials. It has been in existence for some 30 years with a solid customer base.
We agreed to help him to produce a business plan for the acquisition and development of the business.
The negotiation
Initially a request was made for historical financial information from the seller (sent under an NDA). iBoss reviewed the information provided. Financial analysis quickly identified that the asking price was significantly too high based on the historical financial performance. Furthermore, the seller also wanted ALL the consideration paid ‘up front’.
As a result, IBOSS advised the client that on this basis they would not recommend the client acquire the business. He was determined he wanted to buy the business, however. The result was that there followed a period of several weeks of negotiations between our client, his lawyer and the seller. A deal was agreed on the following basis:
- An asset purchase agreement not a share purchase.
- The final agreed purchase price was significantly below the original advertised asking price.
- On completion the initial payment was based on the value of the assets acquired. The remainder of the consideration ‘Goodwill’ was structured on a deferred basis against agreed performance targets.
This resulted in the buyer having no requirement to borrow any money. With the reduced price and deferred terms, he had sufficient resources to buy the business and provide the initial cash flow injection required.
Other matters to be resolved
It was also noted, however, that there were a number of other problems to overcome. Specifically:
- Whilst our new client had a sales and marketing background, it was not in retail. The Directors of iBOSS, on the other hand, do have this experience. We were comfortable therefore in advising on this type of business.
- One particular problem was the trading name of the current business. This had not been registered originally and subsequently (some years later) someone else had registered the name. Thus our client was obliged to register his business under a different name (Studio DeVere Ltd.). This raised promotional problems in carrying over the existing ‘goodwill’.
- The current owner (Jonathan) was well known and respected in the local area. He was not, however, up to date either in terms of IT as related to business data, or the promotional benefits social media. Luckily our client is.
- Our client had many ideas, both in terms of promotion and expansion of the product range. He needed our expertise, however, in developing this into a proper, logical plan. Exactly what iBOSS is about!
- There were a number of ‘legal’ matters, but these were comprehensively covered by his legal advisor (Euan Temple Consultants), who we are very comfortable working with.
The outcome
The end result was that terms were agreed with the owner and the various members of staff. The purchase has now been completed and our client has taken over the business. He is delighted with the outcome and now can focus on implementing the changes he needs to achieve his growth plans. This includes upgrading the business into a supplier of high-quality interior design, fittings and furnishings for both industry and domestic use. iBOSS will, of course, be on-hand to provide further help and advice as and when needed. . If he needs further funds to support future growth these can be arranged through our associate company Business Finance Services (www.bufinserv.co.uk).
The directors of iBoss believe the lower end of the business sale market is not well served by the Business for Sale websites. We advise caution in trying to buy a business without getting professional advice from an accountant, solicitor, corporate finance firm or, dare we say, iBOSS!
If you are looking at acquiring a small business and would like to know how iBoss may be able to help in this process, contact Phil Jones on 07876 435133 e-mail him at phil@theiboss.co.uk and take advantage of our offer of a free consultation.