Transaction structuring that survives the tax and the negotiation.
How a deal is built changes its tax, its risk and its odds of closing. We model the alternatives before you commit to one.
Free basic valuation returned within 24 hours. Formal engagements scoped and fixed-fee quoted up front.
Midpoint R9.8m · Manufacturing · R24m turnover
The same price, structured two ways, is two different deals.
How a transaction is built significantly affects its tax consequences, how risk is allocated and whether it closes at all.
What you actually keep
Structure determines what is taxed, when, and in whose hands. The gap between a well-structured and a poorly structured deal at the same headline price is routinely the largest single number in the transaction.
Who carries the unknowns
Structure decides which historic liabilities travel with the business and which stay behind. That allocation is far easier to negotiate before terms are agreed than after.
Whether it closes
Payment terms, conditions and funding structure determine whether a deal survives due diligence and financing. Many transactions fail on structure long after both sides agreed on price.
Model the alternatives before you commit.
We build out the options, assess the implications of each, and help you choose the one offering the best business, financial and tax outcome.
Scenario analysis
We model share purchase, asset purchase, negotiated merger, two-step merger and hybrid structures, and evaluate the advantages and drawbacks of each against your objectives, the regulatory environment and the tax position.
Tax and legal optimisation
Working with tax advisers and lawyers, we design structures that limit tax exposure while complying fully with South African legislation. Aggressive structures that do not survive review are worth less than none.
Negotiation of payment terms
In privately held company sales, how the price is paid frequently matters more than what it is. We design earn-outs, staggered payments and seller-financing terms that align both parties' interests while balancing risk and reward.
Buyer and seller rarely disagree about the past. They disagree about the future — and structure is how you settle that without either side guessing.Pravata
Three ways to close a valuation gap.
When buyer and seller cannot agree on a number, the structure of the payment is usually where the deal is found.
Link part of the price to performance
Tying a portion of the purchase price to results after closing motivates a seller to support a genuine handover, and protects the buyer against overpaying for a forecast that does not materialise. The metric must be one the seller can still influence, and one the buyer cannot quietly suppress.
Spread the consideration over time
Deferring payments helps a buyer manage cash flow and signals commitment, while giving the seller continued income. Security over the deferred amount is what turns this from a risk into a term.
Fund part of the price yourself
Financing a portion of the purchase price closes deals where conventional funding falls short, and can earn the seller interest on money they would otherwise have received in full at closing. Pricing the credit risk properly is the whole exercise.
Most real deals mix all three
A deposit, a deferred tranche and an earn-out on the balance is a common shape. What matters is that each component is defined precisely enough that nobody is arguing about it two years later.
The structures we model.
Share purchase
Acquisition of the target's outstanding shares, carrying the company's full history with it.
Asset purchase
Acquisition of specified assets and liabilities, leaving unwanted exposure behind.
Negotiated merger
Two businesses combined by agreement, with the consideration and control split negotiated up front.
Two-step merger
A staged combination, typically used where approvals, funding or integration risk require sequencing.
Hybrid structures
Combinations of the above where no single standard structure fits the commercial intent.
Management buy-outs
Acquisition by the existing team, where funding structure and continuity carry equal weight.
Our role doesn't end at signature.
Integration planning
The operational sequencing that determines whether the value modelled in the deal is actually realised.
Regulatory filings
The post-completion filings and consents that keep the structure valid and the transaction defensible.
Post-transaction adjustments
Working capital true-ups, completion accounts and earn-out measurement handled against what the agreement actually says.
Questions we're asked most.
What is the difference between a share sale and an asset sale?
In a share sale the buyer acquires the company itself, and with it every liability, contract and history the company carries. In an asset sale the buyer takes specified assets and leaves the rest behind. Buyers usually prefer assets, sellers usually prefer shares, and the tax outcomes differ sharply. The choice is negotiated, and it is worth modelling before it is conceded.
What is an earn-out and when does it make sense?
An earn-out links part of the purchase price to the business's performance after closing. It works when buyer and seller genuinely disagree about future prospects rather than about past results, and when the seller will stay close enough to influence the outcome. It works badly when the buyer controls the metric and the seller has left.
How does deal structure affect tax?
Structure determines what is taxed, in whose hands and when — capital versus revenue treatment, the availability of relief, VAT on a going concern, and securities transfer tax among them. Two deals at the same headline price can leave a seller with materially different proceeds.
Can structuring help when the buyer cannot raise the full price?
Often, yes. Staggered payments and seller financing bridge funding gaps that would otherwise end a deal, while giving the seller continued income and, usually, interest. The trade-off is credit risk, so the security package matters more than the headline number.
Do you work outside the Western Cape?
Yes — we advise on transactions in Cape Town, Pretoria, Durban, Johannesburg and nationally.
An indicative range, back within 24 hours.
Give us your sector, last year's turnover and your rough operating profit. We'll come back with a range and the assumptions we used to get there.
- A range, not a single number — with the workings
- Read by a person before it reaches you
- No obligation and no third-party sharing