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Lee Antony Smith
Straight answers

43 questions owners and buyers actually ask.

Everything below is answered the way it would be answered on a first call: directly, with the numbers, and without a pitch attached. If your question is not here, send it and it will be.

For business owners

Selling, or selling a stake.

For owners of established UK businesses, mainly HVAC, Renewable Energy and Construction, £5m to £100m in revenue preferred and from around £1m considered.

Do I have to sell the whole company?

No. I acquire between 40 and 100%. In most deals the owner keeps a meaningful stake, stays involved, and takes a second and larger payday when the group scales. If a clean full exit is genuinely what you want, that can be structured too. The point is that you choose from the whole range rather than the one option a single buyer happens to offer.

What happens to my team and my brand?

Both stay. Retention across partnership deals runs around 85%, against roughly 40% in straight buyouts, and that is deliberate. The name stays over the door and the people stay behind it, because the culture is a large part of what is being bought. Every company in the group still trades under its own name.

Is selling my business to you confidential?

Completely, from the first call. There is no listing, no teaser document and no broker circulating your numbers. Nothing reaches your team, your customers or the market unless and until you decide it should. Most owners are twelve to thirty-six months from any decision when they first make contact.

What size and sector of business do you buy?

Mainly UK HVAC, Renewable Energy and Construction businesses, established, owner-managed and profitable, with a South of England weighting. The preferred size is £5m to £100m in revenue, and I do look at businesses from around £1m. I already own companies in all three sectors, so the conversation tends to be quicker and better informed than it would be with a generalist buyer. I look at other sectors as well, because I have partners across multiple industries, so it is worth asking rather than assuming the answer is no.

How do you value my business?

On a multiple of sustainable, adjusted profit rather than turnover. That means normalising owner salary and any personal costs running through the business, stripping out one-offs, and looking at the quality of the earnings: contract cover, customer concentration and how much depends on you personally. Two businesses with identical profit can be worth very different numbers once those are accounted for.

What actually moves the valuation up?

Five things, in rough order of impact. Reducing dependence on the owner, because a business that cannot run without you is worth less to everyone. Recurring or contracted revenue rather than repeat project work. Spreading customer concentration. Clean, timely management accounts. And a second layer of management who will still be there after completion. Most take twelve to twenty-four months to put in place, which is why an early conversation is worth having.

How long does a sale take?

From a first call to money in your account is typically four to eight months for a straightforward deal. Heads of terms are usually agreed within the first six to eight weeks, then diligence and legals run in parallel. It moves faster than a broker process because there is no marketing period and no waiting to find out whether a buyer is serious.

Do you charge fees to sell my business?

No. I am a direct buyer, not a broker, so there is no commission taken out of your proceeds and no retainer to engage. Business brokers typically charge both. You also get access to my lawyer panel, which usually lowers your own legal cost on the transaction.

I do not want to leave the business. Is that a problem?

The opposite. The whole model is built on owners staying involved. You keep equity, keep doing the part of the job you are genuinely good at, and hand over the parts you never wanted, which is usually capital, systems and back office. A staged handover across three to five years is available if you do want to step back.

How is a partnership deal better than selling 100%?

A full sale converts the business into one number today and ends your participation. A partnership sale of, say, 70% pays you most of that number now and leaves you owning 30% of something being actively scaled. On a £5m business growing to £20m over five years, the retained stake can be worth more than the original full-sale price, plus profit distributions along the way.

What if I have a business partner who feels differently?

That is common and it is workable. A partnership structure often suits it better than a full sale, because one shareholder can take liquidity and step back while the other stays in and keeps building. I have structured deals where the two founders wanted opposite things, and getting that on the table early is far better than discovering it halfway through diligence.

What happens to the debt and the premises?

Normal trading debt, asset finance and leases are all standard and rarely obstacles. If you personally own the premises, you usually keep them and grant a lease, which many owners prefer because it leaves them an income after completion. Personal guarantees are released at completion, which for a lot of owners is the single biggest practical relief of the whole process.

Does my business have to be profitable?

For an acquisition, yes, in practice. I buy established, demonstrably profitable businesses. If yours has had a difficult year for an explainable reason, that is a conversation worth having rather than an automatic no. If it is loss-making with no clear route back, I am not the right buyer and you will be told that on the first call rather than three months in.

What if I am not ready to do anything yet?

Most owners I speak to are twelve to thirty-six months out. An early conversation costs nothing and tends to make the eventual outcome better, because the things that raise a valuation take time to put in place. There is no pipeline you get pushed down and no follow-up sequence.

The Mastermind and mentoring

Learning to buy, and whether it fits.

For professionals adding ownership to an existing income, and for owners who want to grow by acquisition.

What does the Freedom Formula Mastermind cost?

The Mastermind runs on a monthly fee, with a discount for paying annually. One to one mentoring is priced separately and limited to a handful of people. Exact numbers are given on the application call, once both sides know whether it is the right fit, because it is not worth either party’s time otherwise.

Why is there an application?

Because the value of the room is the room. Live deal work only helps everybody if the people in it are actually sourcing, and one person treating it as entertainment costs everyone else. If it is not right for you now, you will be told so directly, along with what to do in the meantime.

What is the difference between the Mastermind and mentoring?

Both run on the same system. The Mastermind is the programme and the live room: eleven modules, weekly sessions, WhatsApp access to ask questions and the member network. One to one mentoring includes all of that and adds private sessions built around your live pipeline, time with me in person, and structures and heads of terms reviewed before they go out.

I have never bought a business. Is this too advanced for me?

No. The programme starts at module zero with the acquisition thesis, which is the work of deciding what you should be buying and why, before you look at a single target. Most members arrive having never done a deal. What matters far more than experience is whether you will do the outreach, because sourcing is the part nobody can do for you.

Can I buy a business alongside a full-time job?

Yes, and most members do. You are buying owner-managed businesses that already have a team running them, so you are not buying yourself a job. A professional salary makes you more fundable, not less. Sourcing and negotiating fits around employment; running the business afterwards is not supposed to be your job at all.

How much time does this take each week?

Realistically five to eight hours a week to make genuine progress, plus the weekly session. Most of that is outreach and conversations with owners, which fits around a job because owners are happy to talk early morning or evening. The people who stall are almost always the ones doing two hours a month, not the ones short of expertise.

I already own a business. Is the Mastermind still relevant?

Very much so. A meaningful part of the room is existing owners who want to grow by acquisition instead of grinding out organic growth. It also tends to make you a far better seller later, because you finally understand what a buyer is looking at when they value your company.

Do you guarantee I will complete a deal?

No, and be careful of anybody who does. Whether you complete depends on how much outreach you do, how disciplined you are about walking away from bad deals, and a degree of timing you cannot control. What is on offer is the system, the introductions, the deal flow and someone who has done it 32 times checking your thinking before you commit.

What support is there between the weekly sessions?

Direct access to Lee. Send the deal before you send it to the seller. A sense-check on a structure or a number takes ten minutes and routinely saves months. Members also get monthly targeted company data and the outreach system behind it, plus personal introductions to lawyers, funders, brokers and sector specialists.

Can I invest alongside Verdani rather than buy on my own?

Sometimes, yes. Members get the chance to joint venture on live Verdani acquisitions, which means a real deal with your name on the cap table rather than a case study. It is not automatic and it depends on the deal and on where you are, but it is a genuine route for people who would rather learn on a live transaction than a solo first buy.

Buying your first business

How acquisitions actually work.

Funding, valuation, sourcing, diligence and the mistakes that cost first-time buyers the most. No jargon left unexplained, and no answer that assumes you have done this before.

How much money do I need to buy a business?

Far less than most people assume, and occasionally none of your own. Most deals are built from deferred consideration, seller financing, earn-outs and asset-backed lending rather than cash up front. What you actually need is a structure the seller says yes to. The cash element is usually the smallest part of the deal and is often not the buyer’s own money.

What is seller financing, and why would an owner agree to it?

Seller financing is when the owner accepts part of the price over time out of the profits of the business, rather than all of it at completion. Owners agree because it usually raises the total they receive, it can be more tax efficient, and for many the alternative is no sale at all: around 2% of businesses that go to market actually complete. A seller who believes in the business is often comfortable being paid by it.

What is deferred consideration?

Deferred consideration is a fixed part of the purchase price paid on an agreed date after completion, typically over one to three years. It differs from an earn-out because the amount is certain and not conditional on performance. It is the simplest way to bridge a gap between what a seller wants and what a buyer can fund on day one.

What is an earn-out?

An earn-out is part of the price paid only if the business hits agreed targets after completion, usually profit over one to three years. It bridges a genuine disagreement about what the business is worth: the seller believes the growth is coming, the buyer will pay for it once it arrives. The detail matters enormously, because who controls the costs during the earn-out period decides whether it ever pays out.

Can you really buy a business with no money down?

Occasionally, yes, but it is the exception and not the goal. No money down usually means the purchase price is funded entirely by seller financing and the assets or cash flow of the business itself. It works best where an owner needs out for reasons other than money, such as health, retirement or having no succession. Chasing it as a strategy leads people to buy bad businesses because they were cheap.

How do I find businesses that are actually for sale?

The best ones are not for sale, which is exactly why they are worth buying. Around 2% of listed businesses complete a sale, so the businesses worth owning are found off-market, by approaching owners directly who have a succession problem and no plan. That is a repeatable sourcing system built on targeted company data and consistent direct outreach, not luck.

How is a small business valued?

On a multiple of adjusted, sustainable profit, not turnover. Adjusted means normalising the owner’s salary and any personal costs, and stripping out one-offs. The multiple then reflects risk: contract cover, customer concentration, how much depends on the owner, and the strength of the management underneath. In owner-managed UK SMEs, low single-digit multiples are common, and the exact number is driven by those risk factors more than by sector.

What is EBITDA, and why does everyone use it?

EBITDA is earnings before interest, tax, depreciation and amortisation. It is used because it strips out how a business happens to be financed and how it depreciates assets, which lets two businesses be compared on trading performance alone. It is a comparison tool, not cash in your pocket: a business with heavy equipment replacement needs a much lower multiple than the EBITDA alone suggests.

What size of business should I buy first?

Big enough to afford management underneath the owner, which in practice usually means at least a few hundred thousand of adjusted profit. Buying something too small is the most common first-timer mistake: it cannot carry a manager, so you inherit the owner’s job along with the risk. A larger, properly run business is frequently both easier to fund and far less work to own.

Do I need experience in the industry I am buying into?

Not usually, and sometimes it is a disadvantage. You are buying a business that already has the technical expertise inside it. What you need is the judgement to keep the right people, the discipline not to change things you do not yet understand, and enough sector literacy to tell a good business from a bad one. Buying into a sector where you know absolutely nobody makes sourcing harder, which is a real, practical reason to have a thesis first.

What does due diligence actually involve?

Three strands running in parallel. Financial: verifying the profit is real and sustainable, and that the working capital and debt are what you were told. Legal: contracts, employment, property, litigation and anything that transfers with the company. Commercial and cultural: whether the customers stay, whether the staff stay, and how much of the business walks out of the door with the owner. The third is the one first-time buyers skip and the one that most often causes the damage.

What are heads of terms?

Heads of terms is a short document setting out the agreed shape of the deal before anybody spends money on lawyers: price, structure, timing, what happens to the owner, and exclusivity. It is mostly not legally binding, but it is where a deal is really made. Getting it right prevents the slow renegotiation that kills deals three months later, and it is the single document worth having reviewed by somebody experienced.

What if the bank says no?

A bank declining is normal and it is rarely the end. High street lenders assess a business acquisition on security and track record, which a first-time buyer usually lacks. The realistic routes are seller financing, asset-backed lending against debtors, stock or equipment, specialist acquisition funders, and joint venturing with someone who brings the capital while you bring the deal. Most completed SME acquisitions use two or three of these together.

Do I need a lawyer, and what does it cost?

Yes, and use one who does business acquisitions specifically, not your local high street firm. Expect several thousand pounds for a straightforward SME deal, more if the structure is complex or the property is involved. The cost is real but small against what a badly drafted warranty schedule can cost you afterwards. Members use my lawyer panel, which typically lowers the bill and shortens the process.

What happens to the staff when I buy a business?

In a share purchase, nothing changes legally: employees stay employed by the same company on the same terms. In an asset purchase, TUPE applies and their terms transfer with them. Practically, the first hundred days decide whether they stay. The most reliable thing you can do is change very little at first and be visibly straight with people, because a business that loses its key staff in month two is worth a fraction of what you paid.

How long does it take to buy your first business?

Realistically twelve to twenty-four months from a standing start, and it depends almost entirely on how much outreach you do. Anybody promising a completion in ninety days is selling you something. Buying the right business in month twenty beats buying the wrong one in month four, and the wrong one is very hard and very expensive to undo.

What are the biggest mistakes first-time buyers make?

Five, repeatedly. Buying something too small to carry a manager. Falling in love with the first deal and losing the ability to walk away. Under-estimating working capital, so the business is starved the week after completion. Skipping cultural diligence and losing the key staff. And negotiating hard on price while giving away everything on structure, when structure is usually where the real money sits.

Should I buy a business or start one?

Buying, if your goal is ownership and income rather than inventing something new. A startup has no customers, no revenue and no team, and most fail. An established business has all three on day one, plus a track record a lender can actually assess. The trade-off is that buying needs a structure and a process, which is learnable, whereas a startup mostly needs luck.

Is buying a business risky?

Yes, and the risk is manageable rather than eliminable. The dangerous risks are concentration, working capital and the owner being the business. Each is visible in diligence if you look. The single largest risk reduction available to a first-time buyer is having someone experienced review the structure and the heads of terms before they are signed, because almost every expensive acquisition mistake is structural and is visible before completion.

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Prefer to talk now? Call 020 3475 5475 or email lee@verdanicapital.co.uk.

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