Built by a Buyer — Not a Broker

DealReview was created by someone who’s actually acquired and exited real businesses. No fluffy theory — just grounded insight to help you avoid costly mistakes.

• How It Works

Simple, fast, and built for serious buyers.

How It Works

Get the insight you need — without the overwhelm. Whether you're screening an early-stage deal or validating a live opportunity, our process is streamlined to give you clarity and confidence at every step.

No fluff. No guesswork. Just real insight, fast.

Why This Process Works

We’ve stripped away the noise and built a process that does one thing well:
Tell you the truth about the deal.Whether it’s a quick traffic-light risk scan or a deep dive into valuation and structure, our approach is:

Score your deal across 5 key risk areas — in under 5 minutes.

Quick Risk Check for Serious Buyers

Before you waste time, money, or energy chasing a deal that doesn’t stack up, run it through our Deal Screener.

How to Evaluate a Business Before You Buy

If you're thinking about buying a business, the shiny headline numbers can be seductive: "£300K profit," "20-year trading history," "huge growth potential." But the numbers alone don't tell the full story.
Evaluation is about much more than reviewing last year's accounts. It's about understanding the real shape, risks, and potential of the business you’re about to step into.
This guide breaks down how to approach business evaluation like a seasoned acquirer — even if it’s your first deal.1. Get Clarity on the Deal Type
Are you buying assets, shares, or just goodwill?
An asset deal lets you cherry-pick what you want
A share deal includes all liabilities and historic baggage
A goodwill purchase often means you’re buying a client list, brand, or know-how
The type of deal affects your exposure, legal risk, and negotiation strategy. Always clarify this first.2. Review Normalised Financials
Look past headline EBITDA. Ask:
Are the owner's salary and perks included?
Are one-off or non-operational items stripped out?
Would you need to hire a replacement? At what cost?
Use a normalised EBITDA approach to see what the business would generate under your ownership, not theirs.3. Assess Cashflow, Not Just Profit
A business can be profitable and still be broke.
Review:
Working capital cycle
Customer payment terms
Supplier agreements
Debt repayments and lease obligations
Use a 13-week cashflow forecast to map out real-world timing of money in and out.4. Map Customer Concentration & Churn
Too much reliance on one customer is a red flag.
Ask:
Who are the top 5 customers by revenue?
What’s the churn rate over the past 3 years?
Are there contracts in place or handshake deals?
Even a small business needs some degree of customer spread.5. Evaluate Operational Risk
Would the business still run if the owner disappeared?
Key questions:
Who manages day-to-day operations?
Are processes documented?
What happens if key staff leave post-sale?
High owner reliance = high transition risk = lower value.6. Test Strategic Fit
Beyond the numbers — does this business actually fit you?
Think about:
Industry knowledge and network
Location and logistics
Growth potential with your skillset
A good deal on paper means nothing if it drags your energy or doesn’t align with your vision.
Bonus: Use the Deal Screener
If you want to get a high-level sense of risk across five core areas — financial, operational, legal, market, and integration — try the Deal Screener tool.
Answer 25 questions in under 5 minutes and get:
A free traffic-light risk report
Scores across each risk category
A snapshot to guide your next moveFinal Word
Smart buyers don’t just ask what the business makes. They ask what it takes to keep it running, growing, and thriving under new ownership.
Evaluate clearly, ask uncomfortable questions, and don’t let urgency rush the process. A great deal can become a nightmare if you don’t do the groundwork.

Deal Killers: What to Watch Out For Before You Commit

Most deals don’t collapse because of the numbers. They collapse because of red flags that were ignored, minimised, or only uncovered too late. Knowing what to look for can save you months of wasted effort — and tens of thousands in fees or buyer’s remorse.
Here are the most common deal killers to watch out for before you commit.1. Owner Reliance
If the owner is the business, what are you actually buying?
Warning signs:
No second-tier management
Owner makes key sales, pricing, or delivery decisions
Knowledge is in their head, not in systems
High owner reliance means high transition risk, and a tougher handover. Unless you plan to be a full-time replacement, proceed with caution.2. Declining or Inconsistent Financials
Revenue and profit don’t need to be booming — but they do need to be stable.
Red flags:
Big year-on-year drops with no explanation
One good year masking previous underperformance
Creative adjustments to inflate EBITDA
Use a 3-year trend line and normalised figures to get clarity.3. Customer Concentration
Too much revenue from too few customers = risk.
Look out for:
One customer makes up more than 25% of turnover
No long-term contracts in place
Relationship sits with the owner, not the business
If that customer leaves post-sale, you could lose the business overnight.4. Unclear Legal or Regulatory Standing
Even small businesses can have skeletons in the closet.
Red flags include:
No formal contracts with staff or suppliers
Ongoing legal disputes or investigations
Poor record-keeping or compliance gaps (especially in care, transport, or manufacturing)
Always get early legal input during diligence.5. Cultural or Staff Risk
Numbers are clean, but morale is low. That’s a red flag.
Watch for:
High staff turnover
Key people planning to leave
Poor documentation of roles, duties, or performance
You’re not just buying assets — you’re inheriting a culture. Make sure it’s not toxic.6. Seller Behaviour
How a seller behaves during negotiations often reveals more than their P&L.
Red flags:
Overpromising or vague answers
Resistance to provide information
Rushing you to commit or pay
If it doesn’t feel right, it probably isn’t.
Use the Deal Screener to Spot Risks Early
The Deal Screener is a fast, free way to assess risk across five key areas:
Financial performance
Operational readiness
Legal and compliance
Market conditions
Integration risk
In 5 minutes, you'll get a traffic-light rating and instant risk report.Final Word
It’s not about finding a perfect business. It’s about knowing the risks before you go too deep.
The earlier you catch red flags, the more leverage you have — or the more time you save by walking away. Don’t get dazzled by surface-level metrics. Dig deeper.

Understanding Deal Structures: Earnouts, Deferrals & More

When you buy a business, the price is only part of the equation. How that price is paid — and under what conditions — can make or break the deal.
This is where deal structure comes in. Get it right, and you protect your downside while keeping the seller motivated. Get it wrong, and you could overpay for something that underdelivers.Here’s what you need to know.1. The Core Components
Most SME deals include a mix of:
Upfront cash — the initial payment on completion
Deferred consideration — a fixed amount paid later
Earnouts — payments based on future performance
Seller financing — the seller lends you part of the price
Equity roll — seller keeps a stake in the business
Each component shifts risk and reward between buyer and seller.2. Why Structure Matters
The structure affects:
Cashflow and financing needs
Tax treatment for both parties
Seller involvement post-sale
Buyer downside protection
In SME deals, where information is often imperfect, structure is how you bridge gaps in trust and data.3. Deferred Consideration
This is a fixed amount paid after completion — often in 6–18 months.
Pros:
Reduces initial cash outlay
Provides time to validate performance
Cons:
Seller might disengage once the business is sold
Still counts as a liability regardless of business success4. Earnouts
These are conditional payments based on post-sale results (e.g. revenue, EBITDA, client retention).
Pros:
Aligns seller incentives with post-sale success
Useful in high-growth or unpredictable sectors
Cons:
Can create disputes if targets aren’t clearly defined
Seller may feel manipulated if targets are missed due to buyer decisions
Earnouts should be simple, measurable, and time-bound.5. Seller Financing
Seller agrees to accept part of the price as a loan.
Pros:
Shows seller confidence in the deal
Reduces your upfront capital requirement
Cons:
Adds pressure to cashflow
Sellers may impose restrictive covenants
Often secured with a personal guarantee or debenture.6. Blended Structures Work Best
Most deals combine 2–3 of these elements:
Example: £600K deal = £300K upfront + £150K deferred + £150K earnout over 2 years
This de-risks the buyer while keeping the seller engaged.
Use Deal Review to Sense-Check the Terms
If you’re unsure whether a structure is fair, sustainable, or too generous, the Deal Review service gives you:
Independent, objective input
A feasibility check on the numbers
Practical insight into what’s normal in your sector
Start with the Feasibility Review or Full Review depending on deal stage.Final Word
Deal structure is your steering wheel and seatbelt.
It shapes how value is shared, how risk is managed, and how the transition unfolds. Don’t just negotiate the price. Negotiate the shape.
Structure is where good deals are made — or broken.

What Buyers Miss: Hidden Risks Lurking Beneath the Surface

Some businesses look great on paper. Clean financials, long trading history, even a decent EBITDA. But under the surface, there may be serious issues that only reveal themselves post-sale — when it’s too late to renegotiate.
Here are some of the most common hidden risks that catch buyers off guard.1. Key Person Dependence
If one person holds the knowledge, relationships, or decision-making power, you're exposed.
Look for:
Sales reliant on one relationship
Only one person knows how systems work
No succession or knowledge transfer plan
If they walk out, performance often walks with them.2. Unspoken Staff Problems
Morale, motivation, and loyalty aren’t on the balance sheet.
Warning signs:
High turnover or recent resignations
Rumblings of discontent or burnout
No clear incentives or career paths
People issues become your issues after the deal closes.3. Patchy Processes & Documentation
If the business runs on memory and instinct, you’ll face chaos.
Check:
Are processes written down or just "how we do things"?
Is there a clear onboarding, training, and reporting structure?
How are customer complaints handled and tracked?
Weak processes mean weak scalability.4. Supplier or Premises Risk
Things you assume are secure often aren’t.
Ask:
Is the lease assignable or expiring soon?
Are key supplier prices fixed or about to rise?
Are there pending disputes or service issues?
These can cause major operational disruption.5. Outdated Tech or Systems
Legacy systems can grind you to a halt.
Look for:
Manual, paper-heavy processes
Outdated software with no support
Critical reliance on spreadsheets
Tech debt is still debt — just not the kind on your balance sheet.6. Poor Data Hygiene
If the numbers are wrong, the decisions will be too.
Check:
Customer and supplier data: up to date?
Stock and inventory levels: accurate?
Are there meaningful KPIs and dashboards?
You can’t fix what you can’t measure.Use the Deal Screener to Spot Early Warning Signs
The Deal Screener is a fast, free way to identify risk across five core dimensions, including:
Operational readiness
Financial stability
Integration planning
You’ll get a traffic-light score and instant insights to guide your next move.Final Word
Financials are only part of the picture.
To avoid costly surprises, look behind the curtain. Ask operational questions. Interview staff. Map workflows. Confirm what’s real, not just what’s reported.
A good business is more than numbers. It’s a living system — and the hidden issues are often the ones that matter most.

Why Most Deals Fall Apart — And How to Avoid It

Most deals don’t collapse because of numbers or paperwork. They collapse because of people.
Emotions, expectations, egos — these are the silent killers that derail negotiations, stall due diligence, or cause last-minute walkaways.
Understanding the psychology behind deal failure can help you steer through the turbulence and keep your acquisition on track.1. Mismatched Expectations
Sellers often believe their business is worth more than the market says. Buyers want to de-risk and pay less.
What goes wrong:
Seller takes a low offer as an insult
Buyer assumes seller will cave under time pressure
No shared understanding of what’s “fair”
The fix: Align early on valuation range, not a fixed number. Use an independent view if needed.2. Poor Communication
Silence breeds suspicion. Long delays without updates create doubt and emotional drift.
Watch for:
Long gaps between messages
Vague answers to direct questions
Changes to previously agreed terms
Keep communication clear, transparent, and regular.3. Emotional Attachment
For many owners, this is their life’s work. You’re not just buying numbers — you’re buying identity.
Risks include:
Seller sabotaging the deal subconsciously
Sudden price hikes or pulling out “for personal reasons”
Refusal to share sensitive but essential data
Build trust. Honour their legacy. Don’t bulldoze the process.4. Bad Advisors
Sometimes it’s not the buyer or seller — it’s the people around them.
Deal breakers:
Advisors who kill deals to prove their worth
Lawyers who drag timelines or take combative stances
Accountants who obsess over small details but miss the big picture
Choose advisors who are deal-minded, not deal blockers.5. Due Diligence Fatigue
Deals that drag lose momentum. Sellers get tired. Buyers get distracted.
Causes:
Endless information requests
Repetition of earlier tasks
Lack of clear decision points
Keep due diligence focused and time-boxed. Use checklists and prioritise key areas.6. Buyer Indecision
Sometimes the buyer loses their nerve — or their clarity.
Triggers:
Analysis paralysis
New shiny opportunities elsewhere
Overloading on risk scenarios without perspective
Stick to your original criteria. Don’t drift into fear or fantasy.Use Deal Review to Pressure-Test the Opportunity
The Deal Review service gives you a clear sense-check before you commit:
Independent review of deal risk and structure
Identification of soft factors and people risk
Personalised advice on how to protect the deal
Don’t go it alone. Get a second set of eyes.Final Word
Deals are fragile. But they don’t fall apart by accident — they fall apart when human factors are ignored.
Keep your head clear, your ego in check, and your communication consistent. The numbers matter, but relationships close deals.

How a Deal Review Can Save You Time, Money & Regret

Deals are exciting. Fast-paced. High-stakes. But they can also be a trap.
You think you’ve found a gem. The numbers look solid. The seller sounds convincing. You’re moving fast… but have you stopped to really test what you’re buying?
That’s where a Deal Review can make all the difference.1. What Is a Deal Review?
It’s an independent, expert-led check on the opportunity in front of you.
It helps you:
Sense-check the financials and structure
Uncover risks you may not have spotted
Understand if the business aligns with your goals
Think of it like a second opinion — from someone who’s not emotionally or financially entangled.2. Why You Need One
Most acquirers — especially first-timers — fall into one of three traps:
Falling in love with the deal
Missing key red flags
Not asking the right questions at the right time
A Deal Review helps you stay grounded, informed, and strategic. It can save you from costly mistakes and give you the confidence to walk away — or move forward.3. What It Covers
Depending on your package, a review typically includes:
Analysis of headline numbers vs normalised EBITDA
Risk profile across financial, operational, legal, market, and integration
Key person, customer, and process risk exposure
Structure, timing, and payment terms
Fit with your skills, goals, and resources
You’ll get practical advice — not jargon. Clear direction — not fluff.4. When to Get One
Early stage? Use the Feasibility Review to triage the deal quickly.
Mid-negotiation? Use the Full Review to evaluate deeper before commitment.
It’s never too early to spot risks. But it can easily become too late.5. The Cost of Not Reviewing
Without a review, here’s what could happen:
You inherit hidden liabilities or broken systems
You overpay for underperformance
You spend months (and thousands) only to realise it was never the right deal
Avoiding this outcome is worth more than the cost of any review.Try the Deal Screener for Free
Want a first step? Use the Deal Screener to:
Answer 25 risk-focused questions
Get an instant traffic-light risk score
See where deeper review might be needed
It takes less than 5 minutes.Final Word
Deals move fast. Emotions run high. But it’s your money, your risk, and your future on the line.
A Deal Review gives you clarity when you need it most. Not after the fact — but when it can still make a difference.
Smart buyers don’t just move quickly. They move wisely.

Terms & Conditions

Last updated: July 2025By using DealReview.co.uk, you agree to the following terms:1. Services
DealReview offers independent deal review services, including risk screening, financial analysis, and valuation commentary. These are opinion-based tools to support buyer decision-making and do not constitute regulated financial advice.2. Payments & Refunds
All services are payable upfront. Due to the nature of the work and digital delivery, refunds are not typically offered once work begins. If you have a concern, please contact us and we’ll work to resolve it.3. Client Responsibilities
You are responsible for providing accurate, complete information when requesting a review. We rely on the data you submit to provide our analysis.4. Confidentiality
All client-submitted information is treated as strictly confidential and will never be shared without explicit permission.5. Intellectual Property
All reports and outputs are for your personal use only and may not be shared, published, or repackaged without written consent.6. Changes
We may update these Terms from time to time. Continued use of the site and services constitutes acceptance of any changes.

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Last updated: July 2025What We Collect
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You can request access to, or deletion of, your data at any time by emailing [email protected]

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Disclaimer

Last updated: July 2025DealReview.co.uk provides opinion-based insights designed to support your acquisition decisions. These reviews are based on the information you provide and our professional interpretation.We do not offer:
FCA-regulated financial advice
Legal or tax advice
Investment recommendationsAll final decisions remain your responsibility. You are encouraged to seek independent legal, tax, or financial advice before entering into any transaction.

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