Acquisition Finance in 2026: Lending Appetite, ABL vs Term Loans, and Structuring Your First Deal | Sean HighlandHost Charlie Tanner welcomes Sean Highland to the Acquisition Collective Podcast to discuss SME lending and acquisition finance. Sean, a chartered accountant with decades of experience structuring and restructuring debt, explains why lenders are currently nervous, highlights stress in the UK bridging market, and contrasts lender downside focus with buyer upside goals. They cover asset-based lending timelines and limits (debtors, plant, property LTV), term-loan expectations (deposits, rates, longer completion cycles), and why sub-£1m deals and management buy-ins can be hard to fund. Charlie shares lessons from his construction acquisitions and exits, emphasizing seller motivation, realistic valuation, forecasting, working-capital buffers, and avoiding excessive leverage. The episode also addresses deferred consideration, tax diligence, covenant risk, and how to present credible, risk-aware proposals to lenders.00:00 Podcast Welcome00:28 Meet Sean Highland02:02 Lending Market Nerves02:56 Property Lending Reality05:30 From Property to M&A06:41 Seller Motives and MBOs08:48 How Lenders Think11:45 Asset Based Lending Speed13:07 Deal Timelines and Rates15:51 Buying Property with Options18:49 Sub Million Lending Gap20:23 MBI Pushback and Focus24:10 Owner Life and Burnout29:05 Exits and Operator Incentives33:22 Forecasting as a Must37:00 Playing the Lender Game39:32 Post Acquisition Cash Buffer42:23 Over Leverage Horror Story43:37 Strike Kills Cashflow44:36 Why Deferred Consideration Exists47:13 Tax Due Diligence Traps49:59 Lender Mindset Exit Plans51:22 Leverage Limits And Reality54:37 What Lenders Need To See56:27 First Deal Without Experience01:00:05 Creative Funding And Angels01:02:55 Build Up With Small Acquisitions01:07:26 No Perfect Deal Add Value01:11:58 Broker Listings And Negotiation01:19:49 Goldfinch Finance And Ethics01:23:05 Credit Tightening Reality01:23:37 Asset Lending After 200801:25:55 Invoice Finance Pitfalls01:27:45 EBITDA Loans Explained01:30:17 Covenants Seasonality Risk01:32:41 Working Capital Nonnegotiable01:34:17 HoldCo Long Term Vision01:36:08 Sharing Equity With Sellers01:39:43 Broker Fees And Retainers01:52:15 No Money Down Myth01:53:49 Distressed Deals Brutal Truth01:57:56 Goldfinch Plans And Outlook01:59:34 Cautious Lending Market02:01:38 Closing Thoughts Farewell

Power Dialogue & Deal Flow in M&A: Des Vadgama on Selling, Off-Market Deals, and Why Most Buyers Don’t ExecuteHost Charlie Tanner welcomes Des Vadgama to discuss sales, deal flow, and “power dialogue” in the M&A and acquisition space. Des shares how he began in 1990s London promoting Tony Robbins seminars, then promoted Dan Peña events in the UK pre-internet, before moving into early internet marketing that combined online traffic with inbound phone calls. They compare Robbins’ holistic personal development focus with Peña’s wealth-centric approach and discuss the ongoing importance of phone conversations, rapport, and quality targeting over volume. Charlie reflects on specializing by niche in brokerage and the sacrifices of scaling businesses, while both note many aspiring buyers are “talkers” who consume content but avoid action. Des explains power dialogue as multi-step conversations that drive decisions, emphasizing discovery questions, understanding seller priorities, and building direct off-market relationships beyond brokers.00:00 Podcast Welcome01:19 Des Origin Story02:12 Phone Sales Basics07:29 Rapport Over Volume10:41 Niche Focus In M&A13:35 Dan Pena Era20:21 Gurus And Action23:04 Exit And Sacrifice29:40 Talkers Vs Walkers46:13 Deal Flow And Dialogue49:23 Event Lessons Learned50:19 Starting Deal Dialogues53:29 Calling Owners and Gatekeepers57:30 Deal Flow Targets and Capacity01:00:39 Off Market Outreach Tactics01:02:08 LinkedIn Versus Letters01:09:08 Broker Industry Reality Check01:13:15 Power Dialogue Framework01:17:56 Questions That Move Deals01:25:38 Structuring and Acquisition Myths01:35:03 Building Great Deal Rooms01:37:57 Wrap Up and Next StepsDes Vadgama Contact details+44 7973 615564https://www.linkedin.com/in/desvadgama/

Why You Need an M&A Lawyer: Creative Deal Structures, Fees, and Choosing the Right Advisors | Natalie Knight WickensHost Charlie Tanner speaks with M&A lawyer and Spencer West partner Natalie Knight Wickens about what M&A lawyers bring to transactions and why having one is essential. Natalie outlines her 20-year career advising buyers and sellers, plus her roles as a non-executive director, former audit committee chair at HFL Education, chair of school governors, and co-owner of Ave Estate Company. They discuss March as a peak deal month, why deals with more cash on day one close faster than deferred payments, and how buyers can make offers attractive through vision and legacy, while using legally safe structures like charges over assets/shares, earnouts, consultancy arrangements, and equity at group level. Natalie shares pathways into M&A law, the importance of persistence and social media, and tips for choosing advisors: transparent fees (often fixed), clarity on who runs the deal, avoiding excessive team billing, and using M&A-experienced accountants and tax specialists to manage due diligence, earnout risk, and tax planning.00:00 Podcast Welcome00:52 Meet Natalie Wickens01:53 Board Roles Beyond Law03:17 March Deal Rush04:42 Creative Deal Structures08:47 Broker Jargon Problems11:09 Becoming an M&A Lawyer14:43 Social Media For Lawyers17:10 Acquisition Collective Events22:52 Growing Reach This Year25:24 Brokers vs Lawyers26:12 No Money Down Myth27:25 Shopping Around Pros29:44 Picking the Right Lawyer32:17 Corporate vs Independent34:38 Accountants for M&A37:18 Tax Planning After Exit39:23 Day Two Reality Check41:43 Buying Simple Businesses42:27 Unsexy Businesses Boom43:35 Events and Wrap Uphttps://www.linkedin.com/in/natalieknight-wicken/@frocksinthedock

Exit Readiness, Founder Dependency & Post-Acquisition Integration with John Dunaway | Dunaway ConsultingCharlie interviews management consultant John Dunaway, who recently launched Dunaway Consulting after 12–13 years of freelance and transformation work across sectors including cybersecurity, oil and gas, energy, tech and construction. They discuss business valuation realities (EBITDA vs turnover), why sellers often misjudge multiples, and how distressed acquisitions are risky and demanding. John shares turnaround and integration experiences, including reworking a troubled healthcare brand and encountering acquisitions without post-integration plans. The conversation highlights the importance of post-acquisition planning, avoiding over-leverage, cultural integration, clear communication with staff, and building community and trust. For exit readiness, John emphasizes building a strong business story, reducing founder dependency, succession planning, and the pitfalls of earnouts. He outlines his preferred engagement model: clarifying goals, mapping a three-year plan, and monthly check-ins, with a focus on construction, infrastructure, engineering and STEM-related services.00:00 Meet John Dunaway00:46 Consulting Background01:24 Industry Mix Advantage02:47 Valuation Reality Check07:04 Distressed Deals Risks08:53 Turnaround War Stories11:10 Exit Ready Essentials12:18 Earnouts Founder Dependency16:12 Post Acquisition Planning17:31 Avoid Over Leverage Hype20:22 Culture Clash In Integrations24:16 SME Vs Private Equity27:40 Change Management After Buy29:26 Winning Hearts And Minds32:30 Transparency And Ethos32:48 Define Company Ethos33:27 Build Team Community34:21 Reputation Through Care36:39 Empower Middle Management37:44 Frontline Feedback Loop39:06 KPIs And Self Review40:38 Time Blocking For Founders42:22 Construction In The AI Era45:30 Apprenticeship Talent Crunch49:04 Future Proofing Exits51:47 Human Touch In Sales55:00 Business Cards Still Work58:00 Choosing The Right Clients59:27 Trust and Authenticity01:00:00 Posh Dinner Lesson01:01:54 Dress Codes and City Trends01:04:12 Wealthy People Dress Down01:06:03 Vanity to Practical Cars01:07:41 Electric Cars and EMFs01:09:21 Where Profit Really Comes From01:11:42 Consulting Plans and Ideal Clients01:13:06 Industries and Learning Styles01:16:02 Building the Acquisition Community01:19:06 Scaling Events and New Formats01:25:19 Wrap Up and Contact Info

Brand Equity in M&A: Quantify Your Brand to Increase Valuation, Investment & Exit Options | Stevie ArroyoIn this Acquisition Collective episode, host interviews Stevie Arroyo, a brand equity valuation specialist and founder of Brand Exit, about how brand functions as an asset in M&A rather than just marketing. Stevie explains three main reasons to quantify brand equity—margin growth/quality of earnings, raising investment on better terms, and maximising exit value—using audits to identify strengths, weaknesses, and gaps, then moving through strategy and implementation to manage and increase brand value. The discussion emphasises consistency across customer touchpoints, positioning for the right buyer or customer demographic, and creating demand to improve deal outcomes. They contrast personal vs transferable brand, share examples from construction and other “boring” industries, discuss AI-driven market noise, and highlight the Acquisition Collective’s events, podcast, and planned workshops focused on practical, professional advice.00:00 Meet Stevie Arroyo01:54 What Brand Exit Does02:42 Brand Matters in Boring Industries04:41 Core Brand Principles05:48 Brand Audit Process08:24 Strategy and Implementation10:21 Brand vs Marketing11:59 Why Brand Drives Choice18:26 Touchpoints and Trust25:22 Minimum Viable Market28:46 Buy Side Hidden Gems34:14 Demand and Positioning40:02 Acquisition Collective Brand43:33 Trusted Event Sponsors44:48 Why The Collective Exists45:35 Podcast For Real Talk46:28 Launching The Workshop48:28 Brand As The Asset49:26 Consistency Over Carrots54:26 Proving Brand Value ISO55:49 Personal Brand To Ecosystem01:00:13 Why Buyers Need Brand01:03:36 Right Buyer And Earnouts01:07:14 Creative Exits And Deal Terms01:18:55 Brand Basics And Efficiency01:22:04 Stop Overpaying Vendors01:24:18 AI Websites Look Alike01:27:12 Write Like Yourself01:31:39 LinkedIn Algorithm Reality01:36:29 Bank It Then Move01:43:36 Family Over Business01:50:21 Mentoring Young Buyers01:56:06 Where To Find StevieStevey Arryo contact details below : https://www.thebrandexit.co.uk/https://www.linkedin.com/in/steveyarroyo/Charlie Tanner contact details below : https://www.linkedin.com/in/charlie-tanner-81357524a/https://www.theacquisitioncollective.co.uk/https://sterlingvalor.co.uk/

From IT MSP Startup to Exit: Alignment, Earnouts, Power Teams & Building Business Value | Gary SwanwickIn this episode, the host interviews Gary Swanwick, who started an IT business in 2002, navigated the industry shift from break-fix to managed services, managed multiple shareholder deals, and ultimately exited in 2024. They discuss how IT/MSP valuation multiples and market dynamics have changed with private equity-driven consolidation, commoditization, and cultural erosion, and why alignment among partners is critical. The conversation covers long-term versus short-term exit planning, boundaries and presence with family, leadership mindset shifts, and building sellable businesses through reporting, processes, and the right “power team” (including fractional CFOs and financial modelers). They compare deal structures across sectors, including earnouts, working capital needs in construction, and why targeted acquisition criteria beats being “sector agnostic,” while also exploring communities, small-room events, and relationship-driven networking.00:00 Meet Gary Swanwick01:29 From Bedroom Startup02:40 Exit Journey 2002-202403:17 Tech Multiples and Market Shift06:13 Shareholders and Alignment12:02 Long Game and Family Focus16:50 Boundaries Time and Presence22:48 Mindset Growth and Leadership29:16 Sellable Businesses and Reporting32:50 Broker Models and Sector Focus37:18 Buy Box and Credibility39:51 Harbour Club Turning Point40:21 Sector Focus Matters41:46 Picking the Right Deals42:58 Building a Power Team46:29 Persistence and Transparency48:45 Owner Secrecy Pitfalls51:05 Creative Exit Structures53:08 Working Capital Reality56:12 Fractional CFOs and Modeling59:41 Skepticism About PE01:02:43 Career Path and Community01:08:58 Masterminds and Harbor Club01:14:17 Booking Keynote Speakers01:16:15 Networking Wins and Deals01:17:56 Community Over Pitching01:20:47 Trust Based Networking Mindset01:23:36 AI Versus Human Service01:28:21 Tradewinds and Small Rooms01:31:57 Buy and Build Plans01:33:19 Earnouts and Exit Lessons01:36:46 Maximizing Sale Value01:40:44 Why Business Beats Property01:42:13 Closing Thoughts on Acquisitions

Business Acquisition Process Explained: Heads of Terms, Due Diligence, SPA, Disclosures, and CompletionThe episode walks through a simplified end-to-end business acquisition process from heads of terms to exchange and completion, highlighting key commercial points like price, payment structure, warranties/indemnities, handover pay, and especially working capital (often a major deal-breaker). It explains how due diligence runs via questionnaires, data rooms, and legal due diligence reports, and how findings drive corrections, extra warranties, indemnities, or withdrawal. The discussion breaks down what’s inside an SPA/APA (definitions, purchase price and completion mechanics, warranties, liability limits, restrictive covenants, boilerplate, and schedules), plus the role of the disclosure letter in preventing warranty claims. It covers common delays from external lending, typical timelines, tax and deferred consideration pitfalls, fee structures (fixed vs hourly), and the importance of preparation, honest disclosure, buyer-seller alignment, and keeping communication direct.00:00 Acquisition Overview00:52 Heads Of Terms02:01 Working Capital Negotiation05:00 Due Diligence And Funding07:49 Data Room And DD Report11:45 SPA Walkthrough18:13 Warranties And Tax21:25 Disclosure To Completion27:54 Prep And Broker Process32:58 Seller Emotions And Exit36:35 Completion Day Letdown37:57 Remote Closings After Covid39:03 Exit Money Feels Hollow40:19 Tax Reality Check41:07 Deferred Payments Tax Trap43:20 Deal Killed By Tax Advice47:04 Stamp Duty Chasing48:00 Year End Completion Rush50:13 Due Diligence Timelines53:00 Fast Turnaround Workflow54:56 Legal Fees Fixed Vs Percent59:27 Milestone Billing And Clients01:03:12 Deal Ready Structures01:04:51 Data Room Discipline01:06:58 Exit Prep And Value01:09:47 Due Diligence Reality01:12:22 Buyer Seller Alignment01:17:20 Broker Wild West01:21:39 Valuation Metrics Debate01:25:48 Closing Thoughts

M&A Lawyer Ray Dolben speaks on Deal Risk, Deferred Payments, No-Money-Down Myths, and Why AI Can Derail SPAsOn the Acquisition Collective podcast, host Charlie interviews M&A lawyer Ray Dolben, the founder and CEO of “Mud Up,” an M&A-focused firm he founded in 2018 after leaving traditional law practice, now having advised on roughly 230 deals typically in five- to eight-figure ranges. Ray explains his direct, human approach to advising clients, emphasizing risk balancing, clear options, and the value of constructive solicitor-to-solicitor relationships to avoid deals stalling in legal negotiations. They discuss common deal structures such as deferred consideration (often 50–75% paid on day one with the rest over 2–3 years), protections like security documents and insurance, and why “no money down” acquisitions are often oversimplified. They also cover lender expectations, leverage, cash-flow turbulence post-acquisition, and warn against using non-specialist lawyers and relying on AI-drafted legal documents, sharing examples of AI causing major drafting and negotiation issues.00:00 Welcome and Guest Intro01:26 Ray’s Background and Approach05:33 Client Advice and Risk Balance08:29 Dealing With Difficult Lawyers14:10 Specialists and Building a Team16:07 Fees and No Money Down Myth20:09 Deferred Payments and Seller Expectations22:57 First-Time Buyers and Credibility27:35 Finding Off-Market Deals28:57 Lazy Outreach With AI29:32 Buying From Owners You Know31:12 Planting Seeds Off Market32:17 Stick To Your Sector33:49 Small Deals Are Everywhere35:41 Acquisition Loans And Deposits37:40 Leverage Limits And Lenders38:23 Broker Incentives Red Flags40:52 Turbulence After Acquisition43:05 Deferred Payments Safety Buffers45:29 Why Lawyers Hate AI Drafts46:56 AI SPA Horror Story55:45 Legal AI Tools And Templates59:02 CoCounsel Prompts And Training59:36 Wrap Up And Break