Guides
M&A guides for acquirers and advisers
Practical, evergreen explanations of the work between a first look and a completed deal: analysing a CIM, valuing a private company, building a mandate, running diligence. Written for people who do this for a living, with the product mentioned where it is relevant and nowhere else.
CIM analysis
Reading a Confidential Information Memorandum quickly and sceptically, and what to extract from it.
How to Analyse a CIM: A Complete Guide for M&A Buyers
The first-pass method: extract, challenge, price, and decide — in the order that makes each step useful.
8 min readCIM Analysis Checklist: Every Item to Extract, Verify and Question
The exhaustive list: what to pull out of a memorandum, what to test it against, and what to ask when the document is silent.
9 min readAI CIM Analysis: What M&A Teams Should Look For
What a good AI first pass on a memorandum does, how a bad one fails, and the six tests that tell them apart.
8 min read
Valuation
How private companies are valued in M&A, and how the methods relate to one another.
How to Value a Private Company in the UK
No share price to anchor to: how to build a defensible value from the accounts, five methods and the adjustments that matter.
9 min readBusiness Valuation Methods Used in M&A
Each method answers a different question about a business. Here is what each one needs, where it breaks, and how to combine them honestly.
9 min readEBITDA vs SDE in Business Acquisitions
Two earnings figures, two multiples, one business. Which to use depends on who will run it — and confusing them is the most expensive mistake in small-business M&A.
7 min readHow to Calculate Enterprise Value
Enterprise value is the whole business; equity value is the shares. The bridge between them is where much of the real price negotiation happens.
6 min readHow to Calculate EBITDA
EBITDA is earnings before interest, tax, depreciation and amortisation — a proxy for the cash a business's operations generate, stripped of financing choices, tax position and non-cash accounting charges. Here is the formula, worked from a real set of accounts, and the adjustments that turn it into the figure a buyer actually prices.
9 min readHow to Calculate IRR and MoIC on a Business Acquisition
IRR and MoIC answer different questions about the same deal — one is a rate, the other a multiple — and a structure that improves one can leave the other unchanged or worse. Here is how each is actually calculated, with a worked example on a debt-funded SME acquisition.
10 min readWhat Multiple Should You Pay for a Business?
A comparable-transaction multiple is evidence of what the market has paid, not a target for what you should pay. The number that actually matters is the highest multiple your funding and your required return can support without the deal being fragile — and that ceiling is usually below the top of the comparable range.
10 min readSaaS Valuation Multiples in the UK: EBITDA and ARR Benchmarks
SaaS businesses are priced on EBITDA multiples once they are profitable and on revenue multiples when they are not — and the two are not interchangeable. This guide sets out the benchmark ranges TrueValue’s valuation engine uses for UK and EU software SMEs, why an ARR multiple and an EBITDA multiple answer different questions, and how to place a specific business inside — or outside — the range.
9 min readUK Sector Valuation Guide: How 15 Trades Are Valued and Structured
Fifteen common UK trades side by side: which earnings figure the price is struck on, what pushes the multiple up or down, how deals are usually structured, and the first thing to check in diligence.
9 min read
Due diligence
Running diligence as a managed process rather than an email thread.
M&A Due Diligence Checklist: Workstream by Workstream
The seven workstreams, what each is for, how to run the request list, and how what you find changes the price and the contract.
9 min readCustomer Concentration Risk in M&A: How to Measure and Price It
One customer can be most of the earnings. How to measure the exposure, what makes it worse, and how to price and structure around it.
9 min readRed Flags When Buying a Business: What to Look For Before You Sign
Most red flags are not lies. They are things a seller has lived with and stopped noticing: earnings that lean on one customer, add-backs that keep growing, a relationship only the owner holds. What to look for, and what to do when you find it.
11 min readWhat Is a Quality of Earnings (QoE) Report?
A quality of earnings report tests whether the profit a seller presents is the profit a buyer will actually receive — and it is not the same exercise as an audit.
9 min read
Deal process
The documents, stages and decisions between first look and completion.
What Is an Investment Memorandum? IM, CIM and Teaser Explained
The documents a sale process produces before the data room opens — what each is for, who reads it, and how to write and read one well.
9 min readLOI vs IOI: What Is the Difference?
An IOI says you are interested and roughly at what price; an LOI says on what terms you intend to buy. Which parts bind, and how each is used.
8 min readM&A Deal Pipeline Stages Explained
Both stage vocabularies, the gate on each stage, the failure modes, and how to measure a pipeline without deceiving yourself.
9 min readAsset Purchase vs Share Purchase: Which Structure to Use
A share purchase buys the company, warts and all. An asset purchase buys chosen pieces of it. The two are not a formality — they change what you are liable for, what needs consent, and what due diligence has to prove.
9 min readWhat Is an Earn-Out in a Business Acquisition?
An earn-out pays the seller more if the business hits agreed targets after completion, and less — or nothing — if it does not. It bridges a price gap, but it also creates a relationship that runs past the day the deal closes.
9 min readHow to Structure a Business Acquisition
The price is one number. The structure is everything else: how that number is actually paid, what legal form the deal takes, how it is funded, and who carries the risk if something turns out to be wrong. Get the structure wrong and the price stops meaning what it said.
11 min readHow to Qualify Business Buyers: A Practical Process for UK Brokers and M&A Advisers
Qualifying buyers well is how you protect your client's confidential information, your own time, and the timetable you promised the seller.
9 min readLocked Box vs Completion Accounts: How UK Buyers Fix the Final Price
The two ways to turn a headline offer into the price that actually changes hands, where each goes wrong, and how buyers choose between them.
10 min readWhat Is a Vendor Loan Note in a UK Business Acquisition?
A vendor loan note lets the seller take part of the price later, as a loan to the buyer. It closes funding gaps in SME deals, but only works if both sides agree how it ranks, when it is repaid and what happens if cash runs short.
8 min readWorking Capital Peg in M&A: How It Is Set and Trued Up
A business is usually sold with a normal level of working capital in it. The peg is that level, and the true-up adjusts the price for any difference at completion — which makes it one of the most negotiated figures in a deal.
8 min readHeads of Terms in a UK Business Acquisition
Heads of terms are the short document that records the agreed deal before diligence and drafting begin. Mostly not binding, they still shape everything that follows — so what they say, and what they leave out, matters.
8 min read
Sourcing
Defining what you are looking for and screening what arrives against it.
How to Build an Acquisition Mandate
Criteria written as numbers, so every CIM, listing and register target is scored the same way — and the mandate can be shown to be wrong.
9 min readHow to Screen Acquisition Opportunities
Getting from everything that arrives to a shortlist worth the team's time — consistently, and without losing the good one in a busy week.
9 min readHow to Find Off-Market Businesses to Buy in the UK
Most good UK businesses never appear on a marketplace. This is how to find them, read the signals, and approach owners within the rules.
10 min readBuy and Build Strategy: A UK Guide for Acquirers
Growing by acquisition on purpose: how to choose a platform, order your bolt-ons, fund more than one deal and integrate without breaking what you bought.
11 min read
Software
Choosing and evaluating the tools a deal team runs on.
Best M&A Software for Deal Teams: How to Evaluate It Honestly
Not a ranking. The category, the capabilities that matter, a scoring sheet, the questions to ask on a demo, and how to run a one-week evaluation on a real deal.
9 min readDeal Sourcing Software: What to Look For Before You Buy
Deal sourcing software finds and screens acquisition targets against your criteria — but "sourcing software" covers everything from a register search box to a monitored, scored pipeline. Here is how to tell them apart.
8 min readVirtual Data Room Alternatives for M&A: What to Look For
Most people searching for a virtual data room alternative are not looking for cheaper file storage — they are looking for a room that also knows what a buyer did with what it saw. Here is how the options actually differ.
8 min read
Free tools
A full five-method valuation with a deal score, enterprise value and EBITDA multiple calculators, and checklists for diligence and CIM review — all free, none needing an account.
See the toolsFrom the blog
Shorter pieces on valuation, the sale process and deal execution in the UK mid-market.
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