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What type of buyer are you?

When buying a company, different types of buyers can be distinguished. These types can be divided into internal parties and external parties. You are an internal party if you want to take over a company within your family or where you already work:

• Family succession: the company is transferred within the own family.
• Management Buy-out (MBO): with an MBO you buy (part of) the company where you are active as an employee or manager.

If no follow-up is available internally, sellers will have to look for an external party. If you want to take over a company as an external party, then you are one of the following types of buyer:

• Management Buy-In (MBI): With an MBI, the company is (partially) sold to an individual party from outside the company. In this case you buy a company as an individual and not as a company. It does not matter whether you are a starting or already experienced entrepreneur.
• Strategic takeover: with a strategic takeover you buy another company as a company. This could for example be a competitor's company, but also a company that operates in a market that you want to enter.
• Investor: as an investor you take over (part of) the company, usually by taking over shares of the company. This generates extra capital by the company. As an investor you may be involved in business operations, but this is certainly not always the case.

Transaction types when buying a business

If the company you want to buy is a one man business or a firm, there is only one possible type of transaction; the asset-liability transaction. With a private limited company you can choose from two options:

1. Assets-liabilities transaction: with this transaction type you buy (part of) the separate assets (assets) and possibly the debts (liabilities) of the company. When the company to be taken over concerns a private limited company, it is not the limited company itself that is bought, but only (some of) the assets and liabilities. After the purchase, the purchase price (plus any non-transferred assets and / or liabilities) remains in the limited company, the shares of which are still in the hands of the selling entrepreneur.
2. Share transaction: in this type of transaction, the limited company remains the owner of the assets and liabilities. In this case, you as the buyer become the new owner of the limited company. This way the sales process is a lot easier. The shares are valued, paid and transferred. All company aspects are included in the sale of the shares.

Financing a business takeover

Financing the purchase price of a company regularly is a stumbling block in a business takeover. Buyers often do not have the necessary equity to take over a company and then have to rely on external financing sources. However, this does not mean that you do not need equity capital. After all, part of your own contribution or other way of personal commitment will always be required for the takeover to succeed. So keep this in mind when you plan to buy a business. In general a number of financing forms can be distinguished:

• Shareholders' equity: As indicated above, an own contribution is required for every company takeover. The amount depends on the additional funding sources.
• Bank credit: The most obvious source of financing is a loan from a bank. A bank requires certain certainty about the required capital. The own contribution can therefore differ greatly per takeover.
• Participation companies: The purpose of a participation company is to increase the value of the company together with the entrepreneur(s). An advantage of involving a private equity firm is that banks are more willing to provide debt.
• Informal investor: In addition to money, an informal investor also invests time in the company like giving advice, action and relationships. In contrast to a private equity firm, an informal investor mainly focuses on the entrepreneur rather than the company.

In addition, the seller can also play a role in financing. There are a number of options, in which the seller helps to finance his business.

• Subordinated loan: In this case, the seller leaves part of the purchase price in the company as a loan. This is not without risks for the seller, because in the event of a bankruptcy he will only come after (ordinary) creditors such as creditors, banks and the tax authorities. On the other hand, a higher interest rate is often stipulated, so that the seller receives a return that he or she will not be able to get elsewhere.
• Earn-out: If you as a buyer have too little financial resources, you can opt for an earn-out construction. With this construction, the purchase price is kept low, but this can increase by predetermined agreements based on results, such as a certain percentage of the profit for the first three years after takeover. In this case, a seller will want to remain more involved in his business to ensure that the agreed results are achieved.