Valuation and structuring

What is deferred consideration?

Admin — Thu, 28 May 2026 17:38:44 GMT

Deferred consideration is the amount of consideration which is not paid over at the completion date of a transaction. It is by definition, deferred until a future date. Deferred payments are guaranteed to be paid out and are not therefore usually contingent upon any metrics being achieved (compared to an earnout provision which is fully contingent upon a set of KPIs or metrics being achieved in order to trigger the earnout payment provisions). Deferred consideration allows the purchaser to defer some of the acquisition cost. Sellers therefore have a vested interest in the business in the future in terms of their deferred consideration being paid out to them.

What are add backs to ebitda?

Admin — Thu, 28 May 2026 17:37:52 GMT

Add backs or adjustments to ebitda are shown in the Information Memorandum (IM). These items are typically listed in the section within the IM which is entitled “Adjustments to ebitda” or “Ebitda calculation” or similar.

How do I value a business?

Admin — Thu, 28 May 2026 17:37:05 GMT

How do I value a business ?

What is included in the Heads of Terms?

Admin — Thu, 28 May 2026 17:36:15 GMT

What is included in the Heads of Terms?

How do I structure a deal?

Admin — Thu, 28 May 2026 17:35:38 GMT

How do I structure a deal?

An example of a head of terms document

Admin — Thu, 28 May 2026 17:32:31 GMT

The Heads of Terms (HOT) document or the Letter of Intent (LOI) as it is often referred to is the main document which conveys the details of an offer to be made by the buyer to the sellers of the company. It should contain as much relevant information as possible about the deal. The main aspects will include: the price; the percentage of share capital being purchased; the completion payment; the deferred element (if applicable); the timeframes and mechanism for repayment of any deferred consideration; the role(s) for any retained Directors; an indication of the exclusivity period pertaining to the offer; etc.

How can Valius help business owners?

Admin — Thu, 28 May 2026 17:24:39 GMT

The private buyer option

If your business has been for sale for a number of months but you’ve not had any serious interest from a trade buyer or a private equity firm and therefore, there is no deal in sight currently, you have a number of options:

What if I can’t afford to buy a business outright?

Admin — Thu, 28 May 2026 16:50:43 GMT

Buying less than 100% equity in a business