Structuring M&A Payments: 5 Ways to Buy or Sell a Business

In this episode of Listen Without Prejudice, Andrew Kavanagh, Partner in the corporate team at Bishop & Sewell, is joined by Charles Wilson, Solicitor in the team, to explore one of the most important and often misunderstood aspects of mergers and acquisitions: how the purchase price is structured.

When buying or selling a business, it’s easy to focus on valuation. But as Andrew and Charles explain, how the consideration is paid can be just as significant as the headline price. Not every buyer has a “war chest” of cash available, and not every seller walks away with a briefcase of money on completion.

Andrew and Charles discuss the advantages and risks of each structure, including the importance of trust, due diligence, cultural fit, and understanding that earn-outs often require the seller to remain involved in the business post-completion.

They also highlight a key commercial reality: once you accept consideration shares, you are no longer just a seller; you become a shareholder in the buyer’s business, with all the associated risks and rewards.

Whether you are preparing to sell your business, considering an acquisition, or simply exploring your options, this episode provides a practical overview of how deals are structured in the real world and why the payment mechanics matter.

Chapter Markers

(02:00) – Bullet payments explained

(03:30) – Deferred consideration and staged payments

(05:00) – Earn-outs and performance-linked payments

(08:00) – Consideration shares and becoming a shareholder

(09:00) – Due diligence when receiving shares

(10:00) – Loan notes and alternative non-cash structures

Useful Links

Connect with Charles Wilson on LinkedIn

Reach out to Andrew Kavanagh on LinkedIn

Visit the Bishop & Sewell Website