M&A Advisory for Sellers

Deal Structuring & Tax Efficiency

The way your transaction is structured will have a major impact on what you ultimately take home. We work closely with you and your accountants to design a deal that is both commercially sound and tax efficient. Whether you are selling shares or assets, accepting a staged payment, or negotiating an earn-out, we model the financial and tax consequences of each option to help you make informed decisions. Early alignment between deal structure, timing, and tax strategy ensures that the sale proceeds are extracted in the most efficient way, making full use of Business Asset Disposal Relief (BADR) and other available allowances.

Valuation & Negotiation Support

For smaller, owner-managed businesses, valuation is rarely a formula — it’s a negotiation. Unlike larger or listed firms where market data is readily available, smaller businesses are valued through discussion, context, and the willingness of both parties to find common ground. At F9 Consulting, we help you approach that negotiation with clarity and confidence. Using your financial data, we identify the key drivers that influence value — such as profitability, recurring income, client retention, and working capital. We then help you prepare the numbers and the narrative to support your expectations in a way that buyers can understand and agree with. Our goal is to help you move from the price you ideally wish to achieve to a position that is commercially fair, defensible, and mutually acceptable, ensuring that the deal reflects the true worth of your business.

Coordination with Legal Teams

Understanding your Heads of Terms is essential before legal drafting begins, as these early principles form the foundation of the Sale & Purchase Agreement (SPA). We help you review and interpret your HoTs so you understand what each clause means commercially and how it affects your sale price, timing, and risk exposure. Once the legal drafting starts, we liaise directly with your solicitors and the buyer’s team to ensure that financial clauses and disclosures are correctly represented in the SPA or Asset Purchase Agreement. Our role is to bridge the gap between commercial understanding and legal language — keeping you informed, reducing unnecessary legal back-and-forth, and maintaining momentum through to completion.

Understanding Net Working Capital

Net Working Capital (NWC) adjustments are among the most common sources of dispute between buyers and sellers. We help you understand how NWC levels affect your final sale price and prepare accurate schedules early in the process to avoid post-completion surprises. Our analysis ensures that the business’s cash, receivables, and payables at completion are reflected fairly in the transaction price. For example, if a sale is agreed at £500,000 assuming £50,000 in working capital but it seems as though only £30,000 remains at completion, we help you negotiate appropriate adjustments to protect your position. Proactive management of working capital ensures that value is preserved right through to completion.

Exit Planning & Handover

A successful sale does not end when the funds are received. We help structure transition and handover arrangements that give both parties confidence in continuity. Whether you remain involved for a defined period or step away immediately, our goal is to make the transition smooth and commercially sound. We also assist in modelling how sale proceeds can be withdrawn efficiently to optimise both tax and personal cash flow.

Business Asset Disposal Relief (BADR) & Capital Gains Tax

When you sell your business, what matters most is how much you keep after tax. We help you understand the potential Capital Gains Tax (CGT) arising from your sale and ensure that the transaction is structured to take full advantage of available reliefs.

Business Asset Disposal Relief (BADR) previously known as Entrepreneurs’ Relief — can significantly reduce the rate of CGT on qualifying gains. Acting before rate changes take effect can yield meaningful savings, with BADR set at 14% from April 2025 and 18% from April 2026, up to a lifetime limit of £1 million in qualifying gains per individual.

For many owner-managed businesses, BADR is available on share sales or Members’ Voluntary Liquidations (MVLs), especially where the company holds retained profits above £25,000. In those cases, distributions can be treated as capital rather than income, offering a much lower tax rate.

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

Pricing for Sellers

F9 Consulting specialises in small and micro-business transactions with total deal values up to £1.5 million. This focus allows us to deliver a director-led, hands-on service that larger corporate finance firms rarely provide at this level.

Our seller-side advisory fees are fixed or capped at the outset and may include a success-linked element for complex or performance-based sales. Pricing is proportionate to the deal’s scope and structure, with full transparency and no hidden costs.

Our quoted fee remains valid until completion or until the buyer requests a review of updated financial statements. If a new accounting period begins or fresh management accounts are required, additional review work may be necessary and a revised quotation will be provided in advance.

These fees cover end-to-end sell-side support — from structuring and negotiation through to completion — ensuring your exit is well-planned, compliant, and tax-efficient.