Dealmakers Podcast

Buy and Build Acquisitions Using Deferred Consideration

John Hood explains how he built a group of six construction sector businesses with £6 million in revenue using target company cash, deferred consideration, SPVs, disciplined heads of terms, and seller focused deal structures.

Listen to the Episode

Episode 224  |  Runtime: 26:51  |  Audio Episode

Listen to the Episode

Hear John Hood break down how he acquired multiple businesses, structured deferred consideration, used cash already inside target companies, and built a £6 million revenue group without writing personal cheques.

Episode

224

Runtime

26:51

Topic

Buy & Build

Format

Founder Interview

Key Takeaways

Three practical lessons from a buyer who has acquired and assembled multiple SME businesses into a revenue generating group.

Target Company Cash Can Fund Completion

Cash sitting inside a limited company can form part of the acquisition structure when explained early and transparently to the seller, while also helping the seller access a more tax efficient outcome.

Deferred Consideration Protects the Buyer

Spreading payments over time can preserve cash flow, create room for post completion diligence issues, and give the buyer leverage through valid offset rights when problems emerge.

Sector Focus Builds Acquisition Advantage

Choosing a sector, understanding its margins, and knowing its valuation patterns helps buyers move faster, negotiate with more confidence, and build a group with a stronger aggregate multiple.

Episode Breakdown

In this episode, Jonathan Jay speaks with John Hood, an experienced M&A operator who has built a buy and build group across home improvement and construction related businesses. John explains how the group reached six businesses and around £6 million of annual revenue through a mix of share purchases, an SPV acquisition, a distressed pre pack deal, and one organically grown company.

The conversation gets into the practical mechanics of acquisition funding, including how cash already sitting in a target company can be used as part of the completion structure. John explains why this must be raised early with the seller, how tax efficiency can support the seller motivation, and why deferred consideration over several years can be more useful than paying a larger amount upfront.

Jonathan and John also discuss heads of terms, face to face negotiation, broker valuations, distressed acquisitions, payment schedules, offset rights, and the importance of paying yourself a deal fee. The episode closes with a sharp lesson for acquisition entrepreneurs: pick a sector, understand the multiples, build deal flow, and keep the aggregate acquisition multiple below the value you can create at group level.

Best For

  • Buyers planning a buy and build strategy in the UK SME market.
  • Acquisition entrepreneurs structuring deals with deferred consideration.
  • Operators assessing whether target company cash can support completion.
  • Buyers negotiating heads of terms and seller motivation face to face.
  • Dealmakers building toward scale, refinance options, and future exit value.

Questions Answered In This Episode

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