Search Funds and other M&A Trends: Key Insights for UK SME Owners
For UK SMEs, navigating the complexities of mergers and acquisitions (M&A) can be a daunting task. Understanding the evolving trends, such as the rise of search funds, changes in deal structures, and the importance of rigorous due diligence, is essential for business owners considering a sale or acquisition.
This post explores key M&A trends based on recent anecdotal experience in the corporate finance industry, focusing on search funds, earn-outs, and what makes a business attractive to potential buyers. These insights are crucial for business owners looking to maximise value while ensuring deal completion.

What Is a Search Fund?
Search funds have been gaining traction in the UK M&A market, especially among smaller firms. Traditionally more common in the US, search funds are investment vehicles that allow individuals (usually young, highly-educated, often with a background in private equity or investment banking) to raise capital from investors to acquire a single business.
For business owners, selling to a search fund can offer several advantages:
- Long-term growth focus: Search fund buyers are typically hands-on managers looking to grow the business, making them ideal for sellers who want to see their legacy continued.
- Strong financial backing: These buyers usually have committed investors, giving them access to the capital needed to close deals.
However, search funds can present risks, particularly because many buyers lack direct operating experience. They may seek to defer a large portion of the sale price through earn-outs or deferred payments, which could be less attractive to sellers who want more cash upfront.
The Rise of Earn-Outs and Deferred Payments
A significant trend that has emerged in recent years is the increasing use of earn-outs and deferred payments in M&A deals. Post-COVID, deal structures have shifted, with buyers offering lower cash upfront and relying more on performance-based payouts.
An earn-out is a provision in a sale agreement that ties part of the final sale price to the future performance of the business. While this can align interests between the buyer and seller, it also introduces risks for sellers:
- Performance dependency: If the business does not meet certain targets, the seller may never receive the full sale price.
- Control issues: Sellers often have little control over the business post-sale, meaning their payout depends on how the new management performs.
For sellers, it’s crucial to negotiate earn-out terms carefully, ensuring they are realistic and fair. Additionally, sellers should consider how much of their final payout is tied to earn-out provisions and ensure that they are comfortable with the risks.
Deal Timelines and Completion Success Rates
The path from heads of terms (HOTs) to completion is getting longer, according to anecdotal observations from industry professionals. The complexity of deals, combined with more rigorous due diligence, has slowed the process, leading to increased deal fatigue and higher failure rates. Historically, 60-70% of deals progressed from HOTs to completion, but this number has dropped in recent months, with a notable slowdown observed in 2024.
Key reasons for these delays include:
- More complex deal structures: The rise in deferred payments and earn-outs makes deals more difficult to finalise.
- Thorough due diligence: Buyers are scrutinising deals more closely, which extends the time it takes to complete.
Sellers should prepare for a longer sales process and ensure they have the stamina to see the deal through. Understanding these hurdles and working with experienced advisors can help ensure a successful completion.
What Makes a Business Attractive to Buyers?
The attractiveness of a business in the M&A market depends on several factors, which have been highlighted through recent experiences in the corporate finance industry. Key considerations include:
- Size: Larger businesses are generally more appealing. Anecdotal evidence suggests that businesses with an EBITDA under £500k struggle to attract buyers, while those over £1m are much more likely to receive attention.
- Recurring revenue: Predictable, stable revenue streams are a top priority for buyers, making businesses with recurring revenue more attractive.
- Sector and margins: High-margin sectors and B2B businesses tend to attract more interest than lower-margin, consumer-facing companies, especially given current dips in consumer confidence.
- Strong management team: Buyers value businesses with a strong, experienced management team that can continue to lead the company post-sale.
For SMEs looking to sell, focusing on these attributes will significantly enhance their appeal and maximise the chances of securing a deal.
Conclusion
For UK SME owners, understanding M&A trends such as the rise of search funds, the increasing use of earn-outs, and the changing dynamics of deal timelines is crucial. Being prepared for these shifts will help business owners maximise the value of their businesses while navigating the complexities of the M&A process.
At Branta, we specialise in guiding businesses through every stage of the M&A journey. Whether you’re considering selling to a search fund, negotiating an earn-out, or looking for advice on making your business more attractive to buyers, our team is here to help.
Self-Test Questions:
- Is your business attractive to buyers? Consider factors such as size, recurring revenue, and your management team.
- Are you comfortable with the risks of an earn-out? How much of your sale price is tied to future business performance?
- Have you considered the increasing complexity of M&A deals and the longer timelines for completion?
- Could a search fund buyer be the right fit for your business, or would you prefer a buyer with more operating experience?

