Covering the Risky Gap Between Signature and Settlement

A successful founder agreed to sell his business to the existing management team via a staged Management Buyout. The £6.8 million sale was structured with £2.4 million paid on completion and the remaining £4.4 million deferred over three years, contingent on continued business performance. The founder stepped back from the day-to-day running of the company, and the transition appeared smooth.

Category

Deferred Consideration Exposure

Company name

Niche Software Company

Covering the Risky Gap Between Signature and Settlement

A successful founder agreed to sell his business to the existing management team via a staged Management Buyout. The £6.8 million sale was structured with £2.4 million paid on completion and the remaining £4.4 million deferred over three years, contingent on continued business performance. The founder stepped back from the day-to-day running of the company, and the transition appeared smooth.

Category

Deferred Consideration Exposure

Company name

Niche Software Company

The Problem to Solve

Just over a year into the agreement, the founder was diagnosed with a terminal illness. His family quickly discovered a serious financial exposure: Inheritance Tax would be payable on the entire remaining £4.4 million, even though the money wouldn’t be received for several years and couldn’t be demanded early.

The deferred payments were locked into the original sale terms, with no acceleration clause in the event of death. The management team had no obligation to pay early, and the family had no way to convert the future value into immediate liquidity.

Without external funding, the estate would face a seven-figure tax bill on assets it couldn’t yet access.

The Breakthrough Approach

Fortunately, ContinuityPoint had been brought in at the planning stage by the founder’s solicitor. We had identified the IHT exposure and structured a life insurance policy held in trust, with the sum assured designed to match the deferred balance and provide liquidity to the estate.

We worked with the legal and tax advisers to ensure the trust, policy, and sale documentation were aligned removing any risk of conflicts or tax ambiguity.

What We Achieved

When the founder sadly passed away, the policy paid out within 23 days. The proceeds gave the estate immediate access to funds, which were used to settle the IHT liability in full without selling assets, borrowing money, or relying on the goodwill of the buyers.

The management team continued with the payment schedule as agreed. The business retained its financial stability, and the family received the full value of the sale over time without being penalised for the delay.

ContinuityPoint’s early intervention ensured that the founder’s legacy wasn’t undermined by tax and that his family received the full value of what he’d built.