Phase 2 · Strategy & Planning · From Idea to Executable Plan
Deal Structuring & Negotiation
The price is one number in the deal. The structure is everything else — and it is the structure that determines whether the price the buyer agreed to is the price they actually pay.
Deal structuring and negotiation is the commercial design of the transaction — the consideration structure, the deferred and contingent elements, the warranties and indemnities, the conditions, and the completion mechanisms — and the negotiation of those elements with the counterparty to reach an agreement that protects the buyer's interests while being acceptable to the seller. We design the structure that makes the right deal possible and negotiate the terms that make it safe.
The Pain We Solve
You may recognise yourself in one of these.
Three audience scenarios · because the same service produces a different transformation depending on where you are in the business journey.
Scenario 1
The acquirer who has agreed a headline price without thinking through the structure and is discovering that the total consideration is higher than expected
The headline price was agreed. The lawyers have now produced the completion accounts mechanism, the locked-box adjustments, and the working capital requirement — and the total consideration the buyer will actually pay is significantly higher than the number that was agreed in the heads of terms.
Scenario 2
The acquirer uncertain how much of the purchase price to defer through earnout to manage the risk of performance not being maintained post-acquisition
The target's revenue depends significantly on the continued relationship between the seller and the clients. The buyer wants protection against performance deterioration after completion. The earnout structure is the mechanism — but designing it so it motivates the seller without creating disputes is complex.
Scenario 3
The acquirer who has been presented with a seller's draft SPA that is heavily weighted in the seller's favour and does not know which elements to push back on
The seller's lawyers have produced the first draft of the Sale and Purchase Agreement. It favours the seller in numerous respects. The buyer does not know which positions are standard, which are unusual, which are genuinely harmful, and therefore which to prioritise in negotiation.
The Impact It Creates
The Moment You Will Feel the Difference.
Deal structure designed to protect the buyer's commercial interests
Earnout and deferred consideration structured to manage performance risk
SPA negotiation positions identified and prioritised
Total consideration clearly understood before heads of terms are signed
What You Receive
The Specific Deliverables.
Tangible outputs · documented, dated, and yours to keep.
- Deal structure options and recommendation
- Consideration structure design — cash, deferred, and earnout elements
- Heads of terms negotiation support
- SPA review and negotiation position paper
- Warranty and indemnity strategy
- Completion mechanism design and negotiation
The Outcome
Where You Will Be on the Other Side.
The transaction is structured to give the buyer the commercial protection the risk profile of the deal requires — with the price, the structure, the warranties, and the completion mechanisms that mean the agreed deal is the deal that is executed.
Primary Focus
Designing the deal structure and negotiating the terms that protect the buyer's commercial interests through consideration design, warranties, and completion mechanisms.
KPI Measurement
- Consideration structure alignment vs initial budget
- Earnout design quality score
- SPA negotiation outcomes vs buyer position
- Warranty and indemnity coverage obtained
- Deal completion timeline vs plan
Investment & ROI
Pricing Engineered Around the Value You Create.
Every engagement is sized against the value we believe we can create with you · the fee is always a fraction of the outcome. Four tiers · so the investment matches your stage of business.
Tier 1
Foundations
£5,000 – £15,000
Right for
Pre-startup, startup, and micro-business founders ready to build on evidence rather than instinct.
Typical Value Created
£100K+ in sharper resource allocation and avoided strategic missteps
Engagement
4 – 8 weeks
Target Return
5 – 10× ROI
within 12 – 18 months
Tier 2
Acceleration
£15,000 – £50,000
Right for
Growing SMEs and established small businesses ready to scale a working model into the next revenue band.
Typical Value Created
£500K – £3M in faster execution and pipeline acceleration
Engagement
8 – 16 weeks
Target Return
5 – 10× ROI
within 12 – 18 months
Tier 3
Transformation
£50,000 – £250,000
Right for
Medium enterprises and scale-stage businesses ready to commit to a multi-quarter, organisation-wide shift.
Typical Value Created
£2M – £20M in strategic value through repositioning, model redesign, and growth-system installation
Engagement
3 – 9 months
Target Return
5 – 10× ROI
within 12 – 18 months
Tier 4
Enterprise
£250,000 – £2M+
Right for
Large enterprises, global operators, and complex organisations ready for a multi-year strategic partnership.
Typical Value Created
£10M+ in major strategic initiatives, capital deployment efficiency, and competitive repositioning
Engagement
12 months and onward
Target Return
5 – 10× ROI
within 12 – 18 months
Why We Price This Way
Every engagement is sized around the value we believe we can create with you. The fee is always a fraction of the outcome · typically 10 – 20% of the expected first-year return.
This is how we make sure pricing aligns with results. The conversation is never “what does this cost?” · it is always “what is this worth to your business?” We answer that together in the first call, transparently, and decide the right tier from there.
If we cannot articulate a credible 5–10× return for your specific situation, we will tell you in the first call. That honesty is part of why our clients trust us with the work that matters most.
Why This Conversation Matters
“The deal that was agreed in the heads of terms meeting is not the same deal that completes unless the structure, the mechanics, and the legal protections are designed to make them match. We design the structure — and negotiate the terms that make the agreement real.”
A 90-minute structured strategy session · produces a usable roadmap whether you engage further or not.
More in Phase 2