Management Buyouts
& Buy-ins

Funding for management teams buying the business they run, or one they will lead, and for owners who want a succession plan that pays them out. We structure MBO and MBI debt around the business's cash flow, the team's contribution and the vendor's support.

Management team walking the factory floor
Corporate Finance/Management Buyouts & Buy-ins
Funding from £25k to £25m+
Funding solutions tailored to your business and objectives
3 to 7 years
Typical term
Extensive lender panel
Access to high street, challenger, specialist and alternative lenders
Use Cases

Which situations does MBO and MBI finance cover?

A buyout hands a business to the people best placed to run it. The debt is repaid from the profits those people go on to generate, which is why lenders back strong teams even when they have little capital of their own.

Experienced machinist showing a colleague the controls
Succession and retirement

A founder or owner selling to the existing management team, often over a phased period, with the price funded by debt and deferred payments rather than an outside buyer.

Two managers reviewing operations in a warehouse
Management buy-in

An external manager or team buying into a business in a sector they know, bringing new leadership, sometimes alongside members of the existing team in a buy-in management buyout.

Experienced joiner working alongside an apprentice
Partial buyout and phased exit

The owner sells a majority now and the balance later, staying involved through the handover. Debt funds the first stage and the business funds the rest.

Signing the sale agreement
Buying out an investor

Management taking full ownership from a private equity or institutional shareholder at the end of an investment period, refinancing the equity with debt.

Our Process

How an MBO comes together

Three steps, one adviser throughout. We tell you what to expect at each stage and what we need from you.

1
30 minutes · No obligation

Discovery call

We talk through the business, the price being discussed, what the team can invest and how supportive the vendor is, then give you a realistic view of how the deal could be funded.

You bring: the last three years of accounts, the proposed price and the team's likely contribution, even if it is small.
2
Typically 3 to 4 weeks

Lender terms provided

We build the funding case, including a forecast the lenders can test, and bring back terms from senior, mezzanine and asset-based lenders to compare on amount, cost and conditions.

You bring: management accounts, a post-deal forecast, CVs for the team and heads of terms agreed with the vendor.
3
8 to 12 weeks to completion

Funds issued

We manage lender due diligence, coordinate with your legal and accounting advisers, and see the debt through to completion, usually on the same day the shares change hands.

You bring: due diligence reports, the sale and purchase agreement and signed facility documents. We keep the timetable on track.
Will Roberts, Managing Director Corporate Finance at Ramsay & White
Eligibility

What lenders look at

MBO lenders back people first and numbers second. They want a team that knows the business and has skin in the game, at a price the business can pay for. Four things shape the terms you are offered.

The management team

Depth of experience, how long you have run the business, whether the team covers finance and operations as well as sales, and how much of your own money you are investing.

Cash flow and the price

Sustainable earnings, how much debt they can support and whether the price the vendor wants leaves enough headroom to repay it. Lenders will not fund a price the business cannot afford.

Vendor support

Whether the seller will defer part of the price, take a loan note or keep a minority stake. Vendor support signals confidence and reduces the debt needed on day one.

Security in the business

Property, plant, debtors and stock that can secure the senior debt, and the strength of the cash flow behind whatever cannot be secured.

Common structures

Senior debt, mezzanine or vendor loan note?

Most buyouts are funded in layers. The right combination depends on the assets and cash flow in the business, how much the team can invest and how much the vendor is willing to leave in.

Senior debt
Bank or specialist lender, first to be repaid
Mezzanine debt
Sits behind senior, fills the gap
Vendor loan note
Part of the price the seller defers
Provider
Banks, challenger banks, asset-based lenders
Specialist debt funds
The seller
Ranking
First charge over the business
Second charge, behind senior
Unsecured, behind all lenders
Typical share of price
40% to 60%
10% to 25%
10% to 30%
Cost
Lowest
Higher, sometimes with an equity kicker
Often low or interest-free
Repayment
Monthly or quarterly over 3 to 7 years
Bullet at the end, or on refinance
Instalments over 2 to 5 years, subordinated to the lenders
Best for
Businesses with strong cash flow or hard assets
Larger deals where senior debt is capped
Sellers who want a clean exit at a fair price

*Indicative only. Proportions, pricing and terms depend on the lenders, the business and the deal agreed with the vendor.

Will Roberts, Managing Director Corporate Finance at Ramsay & White

Discuss a buyout

Tell us about the business, the team and where the conversation with the owner has got to, and one of our corporate finance advisers will call you back, usually the same working day.

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Client Testimonials

Hear what business owners and property investors say about working with Ramsay & White.

Worked for Joel and the whole team for over 4 years now. Residential, commercial and bridging finance. Always super professional, quick, efficient, helpful and on the end of a call anytime. Highly recommended and we see them as an extension of our own team.

Steven Pardoe

Outstanding, efficient and effective service by Will and Joel. Regular updates, clear and precise. Highly recommended for a smooth, friendly professional service for your lending requirements and financing advice.

Steve Dury

Have worked with Paul and Rachel on several transactions. They have always been extremely knowledgeable, highly responsive and provided excellent service from start to finish.

Matt Barrow

Having done a number of deals with R&W I would highly recommend them! I have been very impressed with their professionalism and knowledge. They are efficient and very helpful, they have helped me grow my business very quickly over the last few months, doing multiple deals at the same time. I Can’t wait to carry on our journey together.

Harvinder Sull

We have been using Ramsay & White as our brokers for a number of years now. They have covered all of our lending requirements from buy-to-let, commercial to bridging. The knowledge and professionalism are second to none. I would highly recommend Ramsay & White.

Jeannette Linfoot

Thanks to Will and Olly. Very professional, responsive and efficient. I would highly recommend Ramsay & White!

Jonathan Lewis

I have used Ramsay & White for several years, they're so helpful and knowledgeable and have always given me the best advice which I would say is invaluable. When using their services I am always being updated at every point throughout the process. I want to say a massive thank you to Joel White & Will Roberts. I've had nothing but an incredible experience from you and I look forward to carrying on working with you in the future.

Charlie Slocombe-Smith

A great service provided by Ramsay and White. Would highly recommend.

Ben Grover

I outgrew my previous IFA and was in need of a company to take my business to the next level. From the outset these guys were professional and clearly experienced working with property investors. They managed to assist with my refinance and I will continue to use Ramsay & White to assist with growing my portfolio through my LTD company.

Ashley Matthews

MBO and MBI FAQs

Answers to the questions management teams and owners ask us most about buyouts and buy-ins.

What is the difference between an MBO and an MBI?

In a management buyout the existing management team buys the business from its owners. In a management buy-in an external manager or team buys into a business and takes over its leadership. A buy-in management buyout combines both, with an incoming leader joining the existing team.

How much do the management team need to invest?

Lenders expect the team to have meaningful skin in the game, but that is measured against personal means rather than the deal size. Contributions are often modest in absolute terms. What matters is commitment and a credible plan.

How is a buyout typically funded?

In layers. Senior debt from a bank or specialist lender forms the largest part, secured on the business's assets and cash flow. Mezzanine debt can fill the gap on larger deals, and the seller often defers part of the price through a loan note.

What is a vendor loan note?

An agreement for the seller to receive part of the price in instalments after completion, usually ranking behind the lenders. It reduces the day-one funding requirement and keeps the seller invested in a smooth handover.

How long does an MBO take to complete?

Typically eight to twelve weeks from agreed heads of terms, allowing for lender due diligence, legal documentation and the sale and purchase agreement. Preparation beforehand, particularly a robust forecast, shortens the timetable considerably.

Can an owner sell gradually rather than all at once?

Yes. Phased or partial buyouts let the owner sell a majority stake now and the balance later, often staying involved through the transition. The first stage is funded with debt and the remainder from the business's own cash flow or a later refinance.

Will the business be able to afford the debt afterwards?

That is the central question lenders ask, and we model it before approaching anyone. Debt is sized so that repayments sit comfortably within forecast cash flow with headroom for a weaker year, and the price is tested against what the business can realistically support.

Have More Questions?
Schedule a Call with our Team

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At Ramsay & White, it’s not just about transactions; it’s about forging lasting relationships and being a steadfast companion in your journey towards financial prosperity.

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Ramsay & White Corporate Finance is a trading name of Ramsay & White Corporate Finance Ltd, which is an Appointed Representative of New Leaf Distribution Ltd, authorised and regulated by the Financial Conduct Authority, FCA number 460421. Ramsay & White Corporate Finance is a credit broker and not a lender. We work with a panel of lenders to find you a potentially suitable arrangement for consideration. ICO registration ZC246341, which you can check via www.ico.org.uk. Registered address: 7 Soundwell Road, Staple Hill, Bristol, United Kingdom, BS16 4QG. Registered in England & Wales. Registration number: 17450526.

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