Management Buyout (MBO)

A Management Buyout (MBO) is when your existing management team steps up to purchase the business they already run. For business owners, it provides a smooth succession route while preserving culture and values. For managers, it’s a once-in-a-lifetime opportunity to take control of a business you know inside out.

What is an Management Buyout (MBO)?

A Management Buyout happens when a leadership or management team acquires a controlling stake in the business they already manage. Instead of selling to an external buyer, the owner sells to the people who know the business best.

It’s commonly used when:

  • The owner is retiring or plans to exit with no clear successor.
  • A parent company is divesting.
  • The management team believes in the long-term potential of the business.
  • Confidentiality is paramount

Why choose an MBO?

  • Continuity & stability: It means keeping trusted and proven leadership in place.
  • Preserves legacy: The business values and culture remain intact once the owner departs.
  • Discreet & efficient: There is less exposure and confidentiality risk than a trade sale.
  • Attractive to lenders: Insider knowledge of the senior management team reduces perceived risk.

However, there are some important considerations too. The MBO route often involves significant levels of financing/debt. It also requires an accurate, independent valuation and precise legal structuring to get right.

Working with you through each step of the MBO process

Every Management Buyout is unique, but the journey usually follows these key stages. Here’s how we guide you through each one.

Contact Us

Assessing MBO Feasibility

We’ll help evaluate the management team’s readiness, the business’s ability to handle debt, and whether the deal can be structured successfully.

Forming the MBO Team

We can help you, if needed, to build a credible MBO team. This includes defining roles, responsibilities, ownership structure, and addressing any gaps with external advisors if needed.

Independent Valuation

This ensures pricing is fair, defensible, and acceptable to both the current owners and the management team.

Funding Options

We help you find the right funding mix, whether through bank finance, private equity, or vendor support, we’ll structure the deal to balance risk and affordability.

Negotiation

Our role is to balance relationships, avoid conflicts of interest, and negotiate terms that work for both sides.

Due Diligence

From financial and tax checks to legal and operational risks, we manage a thorough due diligence process to make sure no stone is left unturned.

Legal Documentation

We will coordinate with solicitors to get the paperwork watertight. This includes Share Purchase Agreements, loan contracts, and updating Articles of Association to reflect the new ownership.

Completion & Transition

We help you over the finish line. Once the deal is complete, we support you through the transition, ensuring stability, continuity, and a smooth handover.

Funding options for an MBO

MBOs typically involve significant finance commitments, as the senior management team is unlikely to have the cash required to buy the business outright. Fortunately, there are lots of options.

  • Management equity: The management team usually contributes personal funds. While typically smaller than external funding, it demonstrates commitment and ensures interests are aligned.
  • Debt finance: The most common source, often provided by banks through secured loans, asset-based lending, or vendor financing (deferred payments to the seller).
  • Private equity: External investors can provide significant capital in return for an equity stake. They may also bring strategic guidance and growth expertise.
  • Leveraged buyouts (LBOs): A structure where most of the purchase price is financed by debt secured against the business. This allows managers to acquire the business with limited upfront cash.

Exploring an MBO? Why not download our free guide?

Our commitment is to share knowledge about the most important aspects of big business decisions, including major transactions.

That’s why we’ve put together a completely free guide to Management Buyouts, for both the seller and the team looking to acquire.

News

Our recent insights