September 25, 2025 • 25 mins
In this week’s episode, Jonathan Jay introduces Inner Circle member Martin, one of the sharpest negotiators in the business buying world. What follows is a complete masterclass on negotiation — packed with practical insights, real-world stories, and strategies you can put into action right away.
Martin pulls back the curtain on how to approach deals with confidence, credibility, and control. From mindset techniques to financial structuring, from role-playing negotiations to managing seller expectations, this session is full of wisdom you won’t find on YouTube.
What you’ll learn in this episode:
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Mindset first: Why self-belief is the foundation of every successful deal — and how to build it.
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Confidence counts: How to position yourself as the “safe pair of hands” sellers are looking for.
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The art of control: Why asking great questions is the fastest way to take charge of a negotiation.
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Truth over bluffing: Why admitting “I don’t know” can actually increase your credibility.
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Sales skills matter: Why selling is at the heart of deal-making, and how to improve fast.
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Smart financing: Understanding the difference between asset finance and invoice finance — and why cash flow trumps profit in the early stages.
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Avoiding rookie errors: The dangers of making offers without knowing the numbers.
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Spotting skeletons: A simple but powerful line to uncover hidden problems before lawyers get involved.
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Creative structures: How to handle sellers who overvalue their businesses — and still get the deal.
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Emotional buy-in: Why every seller makes decisions with their heart before their head.
Why listen?
If you’re serious about buying businesses, this episode will give you the tools to negotiate with confidence and close deals that others would walk away from. Martin’s energy, storytelling, and practical frameworks make this one of the most valuable sessions we’ve ever shared.
👉 Subscribe to Business Buying Strategies so you never miss an episode.
👉 Connect with Jonathan Jay on LinkedIn for more resources, tips, and insights.
Links & Resources Mentioned
- Book a Clarity Call (free, no obligation) → dealmakers.co.uk/clarity
- Jonathan’s YouTube Channel → youtube.com/@JonathanJayDealmaker
- Subscribe to the Business Buying Strategies Podcast archive → dealmakerspodcast.co.uk
If you enjoyed this Q&A format and want Jonathan to do more, let him know by leaving a comment or review!
And if you’re serious about buying your first (or next) business, book your free clarity call today: dealmakers.co.uk/clarity
Mark as Played
Transcript
Episode Transcript
Available transcripts are automatically generated. Complete accuracy is not guaranteed.
(00:29):
Hi, this is Jonathan Jay, and welcometo Business Buying Strategies,
the number one podcast for peopleinterested in buying a business
without risking any of their own cash.
Now in my experience, negotiatingthe best deals takes preparation,
a creative and positive mindset,as well as strong selling skills.
A few weeks ago, one of the bestnegotiators I know, inner Circle member
(00:52):
Martin, spoke to my audience about how toacquire these specific skills and more.
It is a negotiation masterclass,and I hope you enjoy it.
I. So if you look at where we commonlysee people make mistakes, what I
thought is we go through those first.
Now, the number one issue I seewhen we speak to people is mindset.
(01:15):
So hand on heart, who believes here thatyou can buy a business with no money down?
Is there anyone who genuinelyhas that little doubt going?
Well, everyone else is doingit, but am I good enough?
Okay, so we have a cool,we've got a couple of people.
I thought no one was gonna saywe've got at least one liar
in the room, but fantastic.
(01:36):
Okay, cool.
Just so you know, you are good enough. Now, let me ask you a different question.
If I would've told you that you could doa deal with no money down and walk away
with over a quarter of a million poundon day one, would you have believed it?
That's why listening and sharing hereis really important because no one
(01:56):
thought you could run a mile fasterthan four minutes until Roger Banister
did it, and then it's something like 30people did it in the next six months.
It is crazy.
So in your mind, you have to beconfident that you can do it.
And if you don't believe you are,there's a really good technique that
is look in the mirror and just tellyourself every day, I am good enough.
(02:18):
And if you do that for two minutes,I guarantee at least half of you
will end up crying until you keepdoing it because it's that barrier
that's stopping you and why.
The reason that's so important iswhen you're talking to people and
discussing people and negotiatingdeals, do they trust you?
If you're really meek and you'rereally, but, but they don't do they.
(02:41):
Whereas why do you think Timgot the deal across the line?
He just ooze his confidence, doesn't he?
Look at when will came up earlier.
Will's deal is absolutely fantastic.
Does will instill confidence in you?
That is a safe pair of hands.
The biggest secret to making thiswork is being a safe pair of hands.
And that's where the finance comes in.
(03:03):
That's where the dealstructuring comes in.
That's where the whole thingcomes in in the negotiations,
is if you are the confident one,you are the one taking control.
And if you take control,they will take your lead.
So does anyone know the numberone way of taking control?
Ask questions.
(03:23):
If they ask you something you don'tknow and you need time to think, should
you sit there and go, mm mm Stammer?
Or just say, that's areally, really good question.
Could you tell me what you're reallylooking for and what you're thinking?
So I get answer the questionthat you're asking, not the
question I think you're asking.
Now, there is another real secret here toposition yourself as that power player.
(03:44):
And if you genuinely don't knowthe answer, do not bullshit.
It's really simple.
Don't make it up.
If you're talking to someone and theysay, that's a really good question.
I don't know.
Let me go and check with one of myadvisors and get back to you tomorrow.
Do you respect them more?
Or do you respect them?
(04:05):
Less, more, more.
And that's why I would say when you'relooking at financing and you look at
the deals that we're helping people inthe room with right now, it's because
they've got the ammunition up front.
We can look at the financing options.
We can help you with the dealstructures and how much more confident
do you know when you sit downwith that person where you already
know what the maximum you can do.
(04:25):
Or if they turn aroundand say, I want 3 million.
And you can say, well there's justabsolutely no way I could do that.
Or if they turn around and say, I want 1.5million and we've discussed a 1.5 million
pound option and gone, you could do 1.5if you did it over five years like this.
And they go, and I want 1.5 over three.
(04:46):
Now here's the key thing, youcan't show you're too prepared.
'cause if you go, I can't,but I can do it over five.
They're going, well, whydidn't you gimme that first?
So one of the things isalso get good at sales.
Get good at acting.
. But if you sit there and you go, let mejust run a few numbers in my head for
a minute, and you start jotting down afew things, it doesn't matter what you
(05:07):
jot down and you go, I'll need to checkwith my advisor, but if we could do
1.5 over five years, do we have a deal?
All of a sudden?
Does that sound like you'rereally trying to help them?
And you can only do thatif you know the truth.
If you know what you can finance,if you know what you can fund,
(05:28):
now, can I ask, how many of yourole play with someone else in
this room on a regular basis?
No.
None.
Okay.
It's a shame Tim's not here.
Me and Tim role play? Pretty much most days.
We'll, we'll go back and forthabout how we could present different
deals, structures, how we couldget 'em sold, how we can role play.
I can honestly tell you guys, how manyof you think I am pretty slick when
(05:49):
it comes to this negotiation stuff?
Those of you have heard me.
That's not for my ego because I'm gonnatell you the backstory of how I got there.
I started off in sales and every timesomeone answered the phone, I threw up
in a bucket for three weeks and my, andI already had a really good job at Shell
and my friends around and went, whyare you putting yourself through this?
(06:10):
And I was like, because if Ido not learn how to sell, I
will never achieve my goals.
Selling is the number onething in whatever you do.
And it is really important learninghow to do that because selling is not
about selling someone something that'sworth dog, that's worth uselessness.
It's about getting people toagree with you on a fair deal.
Because every negotiation you do shouldbe a good deal for them and a better
(06:34):
deal for you, if that makes sense.
The other benefit of getting us involved,looking at the finances going into it
is not only do you know what the optionsare, we can discuss how to structure it
with how to limit the pgs, how to mitigatethe risk of pgs if you have to give them,
the other big mistake I see people doingis making offers with no knowledge.
(06:55):
So I actually just had a friend of minewho's looking at buying a business and
he's been on a few of these sessions,not in Jonathan's, but in just looking
YouTube stuff and thinks he knows it all.
'cause he's watched YouTube videosand he sent his deal go just then
going, I've got a deal on thehook, it makes 3.4 million a year.
He, the asset is 2 million and hejust wants 1.8 million for the assets.
Can you get us the financingagainst 2 million quid?
(07:18):
And man was, well no, we could probablyget about 1.6 without overexposing
you, but what's the net profit?
He's like, what does that matter?
I was like, okay, well what's thenet profit does wanna guess what
this 3.4 million pound business wasthat he was gonna wanting to use
to raise 2 million quid, 57,000?
(07:41):
And when I said you can't raiseit against that business, his
answer was, well, why not?
You can't service it?
And this is where putting it alltogether really, really matters.
/So if you take a deal fee and you put the business at the point where it is risking
solvency and you haven't factored inseasonality, you haven't factored in, if
the market turns against you, you couldbe asked to pay that back because you've
(08:03):
taken out the business as a director.
That actually goes for almost every penny.
You pay yourself.
That isn't PYE.
And if you're paying yourself toomuch, they can still come after
that and say you've inflated yoursalary as a director, you have a
responsibility to run the businessethically, responsibly, and sustainably.
Now if you can look at this and go,I can afford to lose 20% of my sales
(08:25):
and still meet every requirement ofthe business from a debt perspective,
is anyone gonna think that's risky?
You're pretty confident at thatpoint, you're not gonna have an issue.
The other thing is, if you take a deal feeout, be prepared to pull the escape card
quicker rather than run it to the end.
So how many of you know people who'verun a business into the ground, either
(08:47):
intentionally or because of incompetenceor because of the market conditions?
Every single business owner who'sdone that almost without exception,
should have pulled the escape cordearlier, but they didn't 'cause
they thought they could fix it.
They didn't have plans to do,they didn't know what to do.
And this applies when youbuy the business as well.
(09:08):
When you're looking at your costs,whenever you buy a business, you
cannot cut your costs fast enough.
And in business in general, I alwayssay to people when I'm coaching them
is if you are thinking, should Ifire this person for whatever reason,
the very fact you're asking thequestion means the answer is yes.
If you're asking, should I dothe, should I cut this expense?
(09:30):
You should have already cut itbefore you finish that sentence.
And how many of youhere are good at sales?
Okay, cool.
How many of you're really,really good at sales?
Okay, those are the guys who arereal, actually good at sales.
Not having got everyone else.
You might be okay at sales, but theguys who put their hands up on the
(09:51):
second one know that we can prettymuch sell our way out of any problem.
How many of you have heard the solution?
Sales solves all problems?
I'm gonna add that on 'cause that isthe biggest misnomer in the industry.
Sales solves all problems aslong as you're profitable.
'cause there's so many people who startselling at discounts to use up capacity
to get money in and you run the businessinto the ground long term as well when
(10:15):
you're looking at financing as well.
And this comes into the stuff you'retalking about there as well is it
depends upon the type of financing.
So if you've got financingwhere it's cheap, by all means.
If you've got financing that's expensive.
I wouldn't, because the key thing whenyou're structuring your financing and
you're doing your deck of financing whenyou're putting it all together and we'll
(10:37):
often have this conversation is should youuse invoice financing or asset financing?
Does everyone know the difference?
So invoice financing, yourfinancing, the debtor book and it's
secured against the debtor bookinvoices that are due to be paid.
Asset financing is against a physicalasset such as a van, a machinery, a
a piece of kit, something that youcan't just move without starting it
(10:59):
or getting something into lift it.
Now a lot of people prefer asset financebecause it's a limited in term and at
the end of it you own the piece of kit.
Invoice financing is interest only.
It never goes away.
You're just servicing the interest.
So without knowing any other information,and it isn't a trick question this
(11:20):
time, do you instinctively preferasset financing or invoice financing?
And the reality is the question shouldbe what are you trying to achieve?
If you're early on in your business,you have one objective, protect
your cash flow at all costs.
It is okay to sacrificeyour profit for cash flow.
(11:44):
'cause businesses do not go outta business'cause they don't make enough profit.
They may go outta business'cause they run outta cash flow.
So while you're building your buy andbuild cashflow is kink because what
you will find when you buy a businessis it's just like buying a used car.
How many people here haveever bought a used car?
Standup.
(12:04):
I need to get you moving again.
I saw one person nod off at the back.
Okay, cool.
Now sit down.
Sit down.
If that card didn't have a singleproblem with it and ran beautifully, did
you notice about four people sat down?
Alright guys, you can all sit down.
Thanks.
(12:25):
That's the same with a business.
Very few people genuinely sell aused car unless as an issue and
very, very few business owners sella business that doesn't have an issue
and they will tell you everything.
This business runs itself.
I'm never here.
Then why are you selling it?
Especially under for consideration.
(12:45):
If it was as good as you're tellingme you wouldn't be selling it.
So what's the truth?
So while we're on that topic, howmany of you would like a quick trick
to find out what the real issue is?
Okay, so you agree theterms, everything's agreed.
And by the way, guys alwaysagree your deals verbally before
you reinforce with writing.
Do not send them by email unlessthey've specifically categorically
(13:08):
asked you to do that because theystruggle processing verbally.
(13:48):
So you've agreed a deal andyou're happy on both sides.
You simply do this magic line.
The stage from here is, is we're gonnago and do financial due diligence,
which costs us, it's gonna cost you intime 'cause it'll ask for information.
Yep.
We're gonna do legal due diligence, whichif you've never done legals lawyers like
making money, . Before UNIS go, thousandsand thousands of pounds out of pocket.
(14:12):
What are, when we do our duediligence, what are the skeletons
in the closet that we're gonna find?
Because we can fix them now.
We can't fix 'em.
Once the lawyers get involved,yeah, we can fix it between us,
but only if we've got that trust.
So what are we gonna find?
What are the issues?
Now what are you actually doing in that?
You're getting all the issuesout, but can you now build a plan
(14:32):
of action to fix those issues?
Yes.
And if you can't, we can put youin touch with people who can.
Jonathan's Rolodex is biggerthan the other pages used to be.
He knows just about everyone.
And if you do that, the risk ofyou then going bust and losing your
deal fee and getting asked to payit back diminishes exponentially.
(14:52):
Now, there is one factor other than thegovernment that could disrupt that, and
that is if the market turns against you.
So do not go beyond your ability to pay.
. So if you're taking out a dealfee, protect the downside./
If the business isn't in a positionto sell, all the seller doesn't
wanna sell for that valuation and youdecide to work with them, how could
(15:14):
you structure that type of deal?
Now, if any of you ever had thatwhere you've got a seller who's
obstinate, they do not wanna sell forless than a value, but the business
just isn't worth it right now.
So there's a few things.
One, Jonathan talks about it earlier,being a coach and helping support
them, you can do that as well.
'cause what's one of the easiest waysof growing a business buy another?
(15:34):
I guarantee you, you guys in here,whether you're one month, two months, or
12 months in, if you're in a circle, Ithink some of you, what, six, seven years
now, you are already more knowledgeablethan everyone else out there trying to
sell a business by one or two of them.
You might be around really quick,but most of them don't have a clue.
And if you're helping scale someone'sbusiness in exchange for shares
(15:57):
and buying out a future point, it'sthat old phrase of in the land of
the blind, the one I man is kink.
And it is absolutely the case.
So you structure the deal.
So we're doing one right now where the,it's basically in the web design space.
So yes, I know you're allgonna go message web design.
The business is worth about amillion, million and a half right now.
(16:19):
They want 5 million.
And the reason they want 5 million istheir friend sold the business at an
eight times multiplier and they can'tsee why they shouldn't get it, but we
could get them there in about two years.
So what we said to them is, youcan run it yourself and make it
up, but if you knew how to doit, you would've already done it.
Is that fair?
(16:41):
Well, good for you.
I do.
'cause I've done it.
And if you haven't done it, youcan say I do because I've helped.
I work with people who do it all day long.
Borrow that credibility.
There's loads of us in this room who'vescaled businesses faster than most
people out there know how to do it andsay, so here's the thing, if you do
it yourself, you could take the risk,you could grow the business, and then
(17:04):
you could sell your business for that5 million quitting four years time.
But in doing that, you'retaking all of the risk that the
government won't crash the economy.
And we all see how well that's going.
You take all the risk thatthere's no tariffs imposed.
Thank you, Trump.
There's no change in market conditionsthat financial backers are still
(17:25):
gonna buy it, and that fundamentally,people still want to buy your sector.
Can you guarantee yourself,your sector's immune from ai?
No.
Can you guarantee that you havethe knowledge to exploit ai?
Most cases it's no.
So you could take all the risk, but whatif there is a way you could have none of
(17:51):
the risk, all the upside and lock in thatguarantee 2 million or 1 million, whatever
the number is, a million pound todayso that you will never get less than a
million, but you still retain the upside.
Would that be of interest to you?
Now, how many of you, if you were inthat situation, would suddenly want to
know how you could have a guaranteedminimum and still retain the upside?
(18:17):
But do you see what I didat the end to keep control?
Did I just give them the offeror did I ask them a question?
Now, what that question does is ifyou speak to someone, you'll see
them lean forward and half of you didit without even thinking about it.
You'll let folks, you wannaknow what it is we say to 'em.
So what we're gonna do is we'regonna structure a deal today
where we'll buy your business.
But what we'll do is we'lldo it over five years.
(18:38):
And the reason we'll do it over fiveyears is because right now, to get
you what you want is gonna take aboutfive years worth of growth on average.
We could probably do it in three,but I will never make you an
offer in a deal that I do not100% know we couldn't commit to.
I'm just gonna stop right there.
That's a pause.
Why did I just say that?
(19:00):
Does anyone know
it's NLP?
Because I've just told themI won't do a deal with 'em.
I don't think I can commit to.
What do they now know iscoming when I give them a deal?
A deal they they can believe in anda deal that I know we can believe in.
So what we'll do is we'll buyit, phrase it over five years.
We'll, and you look at thebusiness and you might be able to
do some on day one or whatever.
(19:21):
And then we'll put in a mechanismwhere as we grow the business
together, we take it over from today.
You help us 'cause you've got somereally specialist knowledge in this area.
We'll bring in our experts, our advisors,our team, and together we'll grow it.
And every year we'll reprice itwhere you get 50% of the growth.
Now, does that sound better for you?
(19:44):
Where you've got a guaranteed millionpound minimum, you're getting 50%
of the growth, not from what youcan achieve, but what you, me and my
whole team of advisors can achieve.
Or do you want to go it alone and takeall the risk and roll the dice and put all
your, all your chips on, on green and hopeto God nothing goes against you, which
(20:05):
would be a be safer solution for yourself.
Now, did you notice thelanguage at the end there?
I didn't ask him which deal becauseI'm playing on his fear with this hole.
Deal structure, whichone feels safer for you?
Now if he says the first one or um,a, they're generally not sane in the
head, but if he says the second one, doI now need to get his permission that
(20:30):
he's happy to go ahead with the deal?
Or is he already agreed inprinciple without realizing it?
If you now try and get 'em to say yes andyou're going, so we are going to do this.
Yes, no, you put off the deal.
If they say, well the secondone I'll go, fantastic.
Would you like me to walk you throughthe next step so we can make that happen?
(20:50):
Yes.
Okay, great.
What's gonna happen is I'm gonna sendyou something called heads of terms.
It sounds scary as hell, but all itis is a simple one page document that
lists exactly what we've just discussed.
And the reason for that is before thelawyers get involved and complicate
it, I wanna make sure that weknow exactly what we've agreed to.
And I'm gonna ask for a wordthat once we've both agreed
(21:12):
that in writing is exactly it.
That when the lawyers play their games,if it's your lawyer or my lawyer, we get
together, we be the adults in the room.
, And we go back and say,this is what we agreed.
Make this happen.
Or we'll get a different lawyer who'swilling to do it and as long as you and I
stick together, we'll keep them on track.
(21:33):
Does that sound fair enough?
Yeah, great.
So once we've done that, then we'll dofinancial due diligence, which is a scary
word for just saying Our accountant isgonna double check your accountant's work.
As long as you've declared everythingand your accountant isn't a
moron, there will be no issues.
Unfortunately, all accountants aren'tcompetent, and if there is an issue,
(21:57):
it gives you a claim against youraccountant in some cases, unless you've
fraudulently not declared something,which I don't think is the case.
Otherwise we wouldn't be doing this deal.
Then the lawyers get agreed.
We sign the paperwork, we shakehands, and we both say off into the
sunset, you've got your guaranteedminimum with a sunny runway ahead
with the support you never had before.
Does that sound fair enough?
(22:19):
How many of you here wouldn'tsell your business with that?
How many of you would sell your business?
Great.
If you all wanna stand up,you would sell your business.
I've got heads of terms at the back.
You can sign them all right now.
And that's the key thing, guys.
But did you see how I told the story?
You give people the projection,you explain it to them, but you,
(22:40):
you also have to give the emotions.
So how many of you realize that you buyon emotion, but you justify it with logic?
So how many of you here have ever got thelatest phone when your old phone worked?
Okay, it's because you wanted it.
But I only come up with things.
Well, if my phone breaks, Imake a lot of money on my phone.
(23:03):
Or actually I can give theother phone to the kids.
They need a phone.
It's gonna save me money buyingthe new one because otherwise I'm
gonna have to buy them a phone,not upgrade mine in a year.
Anyway, people will justifyanything with logic, but they've
already bought in emotionally.
You have to get that emotional buy-in.
And then I always finish it off with that.
The other question about what wetalked about getting any things.
(23:24):
Now just before we engage 'em, isthere any of those skeletons in
the closet that we did earlier?
And then I'll just finish off withsaying, I cannot wait to change your life.
I cannot wait to work with you.
I'm so excited aboutworking with your business.
Now here's the thing though, inthe morning when you wake up, if
you have one single doubt that'scome up in the middle of the night,
give me a call and let's talk.
(23:45):
And if we can't fix it, walk away.
But give me a call becausethat little doubt will fester.
And it's like a, a kid with anxiety aboutschool the next day it just grows legs and
legs and legs and I'd rather just nail itthere and then, and put you out in misery.
And either we squash the deal 'causeit's something you should have
thought about now and you haven't.
Or we get it out the waybefore it becomes an issue.
(24:06):
And I'll tell you what, I'll evenwait until tomorrow to ask you
to sign stuff to make sure you'vehad time to sleep on it again.
I'm putting my arm around,I'm and giving 'em a hug.
Cool.
So I think we're coming tight ontime if you've got other questions.
. Contact me on LinkedIn.
I don't do business cards'cause they get lost and it's
not environmentally friendly.
Connect with me on LinkedIn.
I'm the only mountain lightbound inthe world, and we will talk, we will
(24:29):
help you and together we'll helpyou grow those businesses together.
Okay,
Hi, this is Jonathan Jay, and welcometo Business Buying Strategies,
the number one podcast for peopleinterested in buying a business
without risking any of their own cash.
Now in my experience, negotiatingthe best deals takes preparation,
a creative and positive mindset,as well as strong selling skills.
A few weeks ago, one of the bestnegotiators I know, inner Circle member
(00:52):
Martin, spoke to my audience about how toacquire these specific skills and more.
It is a negotiation masterclass,and I hope you enjoy it.
I. So if you look at where we commonlysee people make mistakes, what I
thought is we go through those first.
Now, the number one issue I seewhen we speak to people is mindset.
(01:15):
So hand on heart, who believes here thatyou can buy a business with no money down?
Is there anyone who genuinelyhas that little doubt going?
Well, everyone else is doingit, but am I good enough?
Okay, so we have a cool,we've got a couple of people.
I thought no one was gonna saywe've got at least one liar
in the room, but fantastic.
(01:36):
Okay, cool.
Just so you know, you are good enough. Now, let me ask you a different question.
If I would've told you that you could doa deal with no money down and walk away
with over a quarter of a million poundon day one, would you have believed it?
That's why listening and sharing hereis really important because no one
(01:56):
thought you could run a mile fasterthan four minutes until Roger Banister
did it, and then it's something like 30people did it in the next six months.
It is crazy.
So in your mind, you have to beconfident that you can do it.
And if you don't believe you are,there's a really good technique that
is look in the mirror and just tellyourself every day, I am good enough.
(02:18):
And if you do that for two minutes,I guarantee at least half of you
will end up crying until you keepdoing it because it's that barrier
that's stopping you and why.
The reason that's so important iswhen you're talking to people and
discussing people and negotiatingdeals, do they trust you?
If you're really meek and you'rereally, but, but they don't do they.
(02:41):
Whereas why do you think Timgot the deal across the line?
He just ooze his confidence, doesn't he?
Look at when will came up earlier.
Will's deal is absolutely fantastic.
Does will instill confidence in you?
That is a safe pair of hands.
The biggest secret to making thiswork is being a safe pair of hands.
And that's where the finance comes in.
(03:03):
That's where the dealstructuring comes in.
That's where the whole thingcomes in in the negotiations,
is if you are the confident one,you are the one taking control.
And if you take control,they will take your lead.
So does anyone know the numberone way of taking control?
Ask questions.
(03:23):
If they ask you something you don'tknow and you need time to think, should
you sit there and go, mm mm Stammer?
Or just say, that's areally, really good question.
Could you tell me what you're reallylooking for and what you're thinking?
So I get answer the questionthat you're asking, not the
question I think you're asking.
Now, there is another real secret here toposition yourself as that power player.
(03:44):
And if you genuinely don't knowthe answer, do not bullshit.
It's really simple.
Don't make it up.
If you're talking to someone and theysay, that's a really good question.
I don't know.
Let me go and check with one of myadvisors and get back to you tomorrow.
Do you respect them more?
Or do you respect them?
(04:05):
Less, more, more.
And that's why I would say when you'relooking at financing and you look at
the deals that we're helping people inthe room with right now, it's because
they've got the ammunition up front.
We can look at the financing options.
We can help you with the dealstructures and how much more confident
do you know when you sit downwith that person where you already
know what the maximum you can do.
(04:25):
Or if they turn aroundand say, I want 3 million.
And you can say, well there's justabsolutely no way I could do that.
Or if they turn around and say, I want 1.5million and we've discussed a 1.5 million
pound option and gone, you could do 1.5if you did it over five years like this.
And they go, and I want 1.5 over three.
(04:46):
Now here's the key thing, youcan't show you're too prepared.
'cause if you go, I can't,but I can do it over five.
They're going, well, whydidn't you gimme that first?
So one of the things isalso get good at sales.
Get good at acting.
. But if you sit there and you go, let mejust run a few numbers in my head for
a minute, and you start jotting down afew things, it doesn't matter what you
(05:07):
jot down and you go, I'll need to checkwith my advisor, but if we could do
1.5 over five years, do we have a deal?
All of a sudden?
Does that sound like you'rereally trying to help them?
And you can only do thatif you know the truth.
If you know what you can finance,if you know what you can fund,
(05:28):
now, can I ask, how many of yourole play with someone else in
this room on a regular basis?
No.
None.
Okay.
It's a shame Tim's not here.
Me and Tim role play? Pretty much most days.
We'll, we'll go back and forthabout how we could present different
deals, structures, how we couldget 'em sold, how we can role play.
I can honestly tell you guys, how manyof you think I am pretty slick when
(05:49):
it comes to this negotiation stuff?
Those of you have heard me.
That's not for my ego because I'm gonnatell you the backstory of how I got there.
I started off in sales and every timesomeone answered the phone, I threw up
in a bucket for three weeks and my, andI already had a really good job at Shell
and my friends around and went, whyare you putting yourself through this?
(06:10):
And I was like, because if Ido not learn how to sell, I
will never achieve my goals.
Selling is the number onething in whatever you do.
And it is really important learninghow to do that because selling is not
about selling someone something that'sworth dog, that's worth uselessness.
It's about getting people toagree with you on a fair deal.
Because every negotiation you do shouldbe a good deal for them and a better
(06:34):
deal for you, if that makes sense.
The other benefit of getting us involved,looking at the finances going into it
is not only do you know what the optionsare, we can discuss how to structure it
with how to limit the pgs, how to mitigatethe risk of pgs if you have to give them,
the other big mistake I see people doingis making offers with no knowledge.
(06:55):
So I actually just had a friend of minewho's looking at buying a business and
he's been on a few of these sessions,not in Jonathan's, but in just looking
YouTube stuff and thinks he knows it all.
'cause he's watched YouTube videosand he sent his deal go just then
going, I've got a deal on thehook, it makes 3.4 million a year.
He, the asset is 2 million and hejust wants 1.8 million for the assets.
Can you get us the financingagainst 2 million quid?
(07:18):
And man was, well no, we could probablyget about 1.6 without overexposing
you, but what's the net profit?
He's like, what does that matter?
I was like, okay, well what's thenet profit does wanna guess what
this 3.4 million pound business wasthat he was gonna wanting to use
to raise 2 million quid, 57,000?
(07:41):
And when I said you can't raiseit against that business, his
answer was, well, why not?
You can't service it?
And this is where putting it alltogether really, really matters.
/So if you take a deal fee and you put the business at the point where it is risking
solvency and you haven't factored inseasonality, you haven't factored in, if
the market turns against you, you couldbe asked to pay that back because you've
(08:03):
taken out the business as a director.
That actually goes for almost every penny.
You pay yourself.
That isn't PYE.
And if you're paying yourself toomuch, they can still come after
that and say you've inflated yoursalary as a director, you have a
responsibility to run the businessethically, responsibly, and sustainably.
Now if you can look at this and go,I can afford to lose 20% of my sales
(08:25):
and still meet every requirement ofthe business from a debt perspective,
is anyone gonna think that's risky?
You're pretty confident at thatpoint, you're not gonna have an issue.
The other thing is, if you take a deal feeout, be prepared to pull the escape card
quicker rather than run it to the end.
So how many of you know people who'verun a business into the ground, either
(08:47):
intentionally or because of incompetenceor because of the market conditions?
Every single business owner who'sdone that almost without exception,
should have pulled the escape cordearlier, but they didn't 'cause
they thought they could fix it.
They didn't have plans to do,they didn't know what to do.
And this applies when youbuy the business as well.
(09:08):
When you're looking at your costs,whenever you buy a business, you
cannot cut your costs fast enough.
And in business in general, I alwayssay to people when I'm coaching them
is if you are thinking, should Ifire this person for whatever reason,
the very fact you're asking thequestion means the answer is yes.
If you're asking, should I dothe, should I cut this expense?
(09:30):
You should have already cut itbefore you finish that sentence.
And how many of youhere are good at sales?
Okay, cool.
How many of you're really,really good at sales?
Okay, those are the guys who arereal, actually good at sales.
Not having got everyone else.
You might be okay at sales, but theguys who put their hands up on the
(09:51):
second one know that we can prettymuch sell our way out of any problem.
How many of you have heard the solution?
Sales solves all problems?
I'm gonna add that on 'cause that isthe biggest misnomer in the industry.
Sales solves all problems aslong as you're profitable.
'cause there's so many people who startselling at discounts to use up capacity
to get money in and you run the businessinto the ground long term as well when
(10:15):
you're looking at financing as well.
And this comes into the stuff you'retalking about there as well is it
depends upon the type of financing.
So if you've got financingwhere it's cheap, by all means.
If you've got financing that's expensive.
I wouldn't, because the key thing whenyou're structuring your financing and
you're doing your deck of financing whenyou're putting it all together and we'll
(10:37):
often have this conversation is should youuse invoice financing or asset financing?
Does everyone know the difference?
So invoice financing, yourfinancing, the debtor book and it's
secured against the debtor bookinvoices that are due to be paid.
Asset financing is against a physicalasset such as a van, a machinery, a
a piece of kit, something that youcan't just move without starting it
(10:59):
or getting something into lift it.
Now a lot of people prefer asset financebecause it's a limited in term and at
the end of it you own the piece of kit.
Invoice financing is interest only.
It never goes away.
You're just servicing the interest.
So without knowing any other information,and it isn't a trick question this
(11:20):
time, do you instinctively preferasset financing or invoice financing?
And the reality is the question shouldbe what are you trying to achieve?
If you're early on in your business,you have one objective, protect
your cash flow at all costs.
It is okay to sacrificeyour profit for cash flow.
(11:44):
'cause businesses do not go outta business'cause they don't make enough profit.
They may go outta business'cause they run outta cash flow.
So while you're building your buy andbuild cashflow is kink because what
you will find when you buy a businessis it's just like buying a used car.
How many people here haveever bought a used car?
Standup.
(12:04):
I need to get you moving again.
I saw one person nod off at the back.
Okay, cool.
Now sit down.
Sit down.
If that card didn't have a singleproblem with it and ran beautifully, did
you notice about four people sat down?
Alright guys, you can all sit down.
Thanks.
(12:25):
That's the same with a business.
Very few people genuinely sell aused car unless as an issue and
very, very few business owners sella business that doesn't have an issue
and they will tell you everything.
This business runs itself.
I'm never here.
Then why are you selling it?
Especially under for consideration.
(12:45):
If it was as good as you're tellingme you wouldn't be selling it.
So what's the truth?
So while we're on that topic, howmany of you would like a quick trick
to find out what the real issue is?
Okay, so you agree theterms, everything's agreed.
And by the way, guys alwaysagree your deals verbally before
you reinforce with writing.
Do not send them by email unlessthey've specifically categorically
(13:08):
asked you to do that because theystruggle processing verbally.
(13:48):
So you've agreed a deal andyou're happy on both sides.
You simply do this magic line.
The stage from here is, is we're gonnago and do financial due diligence,
which costs us, it's gonna cost you intime 'cause it'll ask for information.
Yep.
We're gonna do legal due diligence, whichif you've never done legals lawyers like
making money, . Before UNIS go, thousandsand thousands of pounds out of pocket.
(14:12):
What are, when we do our duediligence, what are the skeletons
in the closet that we're gonna find?
Because we can fix them now.
We can't fix 'em.
Once the lawyers get involved,yeah, we can fix it between us,
but only if we've got that trust.
So what are we gonna find?
What are the issues?
Now what are you actually doing in that?
You're getting all the issuesout, but can you now build a plan
(14:32):
of action to fix those issues?
Yes.
And if you can't, we can put youin touch with people who can.
Jonathan's Rolodex is biggerthan the other pages used to be.
He knows just about everyone.
And if you do that, the risk ofyou then going bust and losing your
deal fee and getting asked to payit back diminishes exponentially.
(14:52):
Now, there is one factor other than thegovernment that could disrupt that, and
that is if the market turns against you.
So do not go beyond your ability to pay.
. So if you're taking out a dealfee, protect the downside./
If the business isn't in a positionto sell, all the seller doesn't
wanna sell for that valuation and youdecide to work with them, how could
(15:14):
you structure that type of deal?
Now, if any of you ever had thatwhere you've got a seller who's
obstinate, they do not wanna sell forless than a value, but the business
just isn't worth it right now.
So there's a few things.
One, Jonathan talks about it earlier,being a coach and helping support
them, you can do that as well.
'cause what's one of the easiest waysof growing a business buy another?
(15:34):
I guarantee you, you guys in here,whether you're one month, two months, or
12 months in, if you're in a circle, Ithink some of you, what, six, seven years
now, you are already more knowledgeablethan everyone else out there trying to
sell a business by one or two of them.
You might be around really quick,but most of them don't have a clue.
And if you're helping scale someone'sbusiness in exchange for shares
(15:57):
and buying out a future point, it'sthat old phrase of in the land of
the blind, the one I man is kink.
And it is absolutely the case.
So you structure the deal.
So we're doing one right now where the,it's basically in the web design space.
So yes, I know you're allgonna go message web design.
The business is worth about amillion, million and a half right now.
(16:19):
They want 5 million.
And the reason they want 5 million istheir friend sold the business at an
eight times multiplier and they can'tsee why they shouldn't get it, but we
could get them there in about two years.
So what we said to them is, youcan run it yourself and make it
up, but if you knew how to doit, you would've already done it.
Is that fair?
(16:41):
Well, good for you.
I do.
'cause I've done it.
And if you haven't done it, youcan say I do because I've helped.
I work with people who do it all day long.
Borrow that credibility.
There's loads of us in this room who'vescaled businesses faster than most
people out there know how to do it andsay, so here's the thing, if you do
it yourself, you could take the risk,you could grow the business, and then
(17:04):
you could sell your business for that5 million quitting four years time.
But in doing that, you'retaking all of the risk that the
government won't crash the economy.
And we all see how well that's going.
You take all the risk thatthere's no tariffs imposed.
Thank you, Trump.
There's no change in market conditionsthat financial backers are still
(17:25):
gonna buy it, and that fundamentally,people still want to buy your sector.
Can you guarantee yourself,your sector's immune from ai?
No.
Can you guarantee that you havethe knowledge to exploit ai?
Most cases it's no.
So you could take all the risk, but whatif there is a way you could have none of
(17:51):
the risk, all the upside and lock in thatguarantee 2 million or 1 million, whatever
the number is, a million pound todayso that you will never get less than a
million, but you still retain the upside.
Would that be of interest to you?
Now, how many of you, if you were inthat situation, would suddenly want to
know how you could have a guaranteedminimum and still retain the upside?
(18:17):
But do you see what I didat the end to keep control?
Did I just give them the offeror did I ask them a question?
Now, what that question does is ifyou speak to someone, you'll see
them lean forward and half of you didit without even thinking about it.
You'll let folks, you wannaknow what it is we say to 'em.
So what we're gonna do is we'regonna structure a deal today
where we'll buy your business.
But what we'll do is we'lldo it over five years.
(18:38):
And the reason we'll do it over fiveyears is because right now, to get
you what you want is gonna take aboutfive years worth of growth on average.
We could probably do it in three,but I will never make you an
offer in a deal that I do not100% know we couldn't commit to.
I'm just gonna stop right there.
That's a pause.
Why did I just say that?
(19:00):
Does anyone know
it's NLP?
Because I've just told themI won't do a deal with 'em.
I don't think I can commit to.
What do they now know iscoming when I give them a deal?
A deal they they can believe in anda deal that I know we can believe in.
So what we'll do is we'll buyit, phrase it over five years.
We'll, and you look at thebusiness and you might be able to
do some on day one or whatever.
(19:21):
And then we'll put in a mechanismwhere as we grow the business
together, we take it over from today.
You help us 'cause you've got somereally specialist knowledge in this area.
We'll bring in our experts, our advisors,our team, and together we'll grow it.
And every year we'll reprice itwhere you get 50% of the growth.
Now, does that sound better for you?
(19:44):
Where you've got a guaranteed millionpound minimum, you're getting 50%
of the growth, not from what youcan achieve, but what you, me and my
whole team of advisors can achieve.
Or do you want to go it alone and takeall the risk and roll the dice and put all
your, all your chips on, on green and hopeto God nothing goes against you, which
(20:05):
would be a be safer solution for yourself.
Now, did you notice thelanguage at the end there?
I didn't ask him which deal becauseI'm playing on his fear with this hole.
Deal structure, whichone feels safer for you?
Now if he says the first one or um,a, they're generally not sane in the
head, but if he says the second one, doI now need to get his permission that
(20:30):
he's happy to go ahead with the deal?
Or is he already agreed inprinciple without realizing it?
If you now try and get 'em to say yes andyou're going, so we are going to do this.
Yes, no, you put off the deal.
If they say, well the secondone I'll go, fantastic.
Would you like me to walk you throughthe next step so we can make that happen?
(20:50):
Yes.
Okay, great.
What's gonna happen is I'm gonna sendyou something called heads of terms.
It sounds scary as hell, but all itis is a simple one page document that
lists exactly what we've just discussed.
And the reason for that is before thelawyers get involved and complicate
it, I wanna make sure that weknow exactly what we've agreed to.
And I'm gonna ask for a wordthat once we've both agreed
(21:12):
that in writing is exactly it.
That when the lawyers play their games,if it's your lawyer or my lawyer, we get
together, we be the adults in the room.
, And we go back and say,this is what we agreed.
Make this happen.
Or we'll get a different lawyer who'swilling to do it and as long as you and I
stick together, we'll keep them on track.
(21:33):
Does that sound fair enough?
Yeah, great.
So once we've done that, then we'll dofinancial due diligence, which is a scary
word for just saying Our accountant isgonna double check your accountant's work.
As long as you've declared everythingand your accountant isn't a
moron, there will be no issues.
Unfortunately, all accountants aren'tcompetent, and if there is an issue,
(21:57):
it gives you a claim against youraccountant in some cases, unless you've
fraudulently not declared something,which I don't think is the case.
Otherwise we wouldn't be doing this deal.
Then the lawyers get agreed.
We sign the paperwork, we shakehands, and we both say off into the
sunset, you've got your guaranteedminimum with a sunny runway ahead
with the support you never had before.
Does that sound fair enough?
(22:19):
How many of you here wouldn'tsell your business with that?
How many of you would sell your business?
Great.
If you all wanna stand up,you would sell your business.
I've got heads of terms at the back.
You can sign them all right now.
And that's the key thing, guys.
But did you see how I told the story?
You give people the projection,you explain it to them, but you,
(22:40):
you also have to give the emotions.
So how many of you realize that you buyon emotion, but you justify it with logic?
So how many of you here have ever got thelatest phone when your old phone worked?
Okay, it's because you wanted it.
But I only come up with things.
Well, if my phone breaks, Imake a lot of money on my phone.
(23:03):
Or actually I can give theother phone to the kids.
They need a phone.
It's gonna save me money buyingthe new one because otherwise I'm
gonna have to buy them a phone,not upgrade mine in a year.
Anyway, people will justifyanything with logic, but they've
already bought in emotionally.
You have to get that emotional buy-in.
And then I always finish it off with that.
The other question about what wetalked about getting any things.
(23:24):
Now just before we engage 'em, isthere any of those skeletons in
the closet that we did earlier?
And then I'll just finish off withsaying, I cannot wait to change your life.
I cannot wait to work with you.
I'm so excited aboutworking with your business.
Now here's the thing though, inthe morning when you wake up, if
you have one single doubt that'scome up in the middle of the night,
give me a call and let's talk.
(23:45):
And if we can't fix it, walk away.
But give me a call becausethat little doubt will fester.
And it's like a, a kid with anxiety aboutschool the next day it just grows legs and
legs and legs and I'd rather just nail itthere and then, and put you out in misery.
And either we squash the deal 'causeit's something you should have
thought about now and you haven't.
Or we get it out the waybefore it becomes an issue.
(24:06):
And I'll tell you what, I'll evenwait until tomorrow to ask you
to sign stuff to make sure you'vehad time to sleep on it again.
I'm putting my arm around,I'm and giving 'em a hug.
Cool.
So I think we're coming tight ontime if you've got other questions.
. Contact me on LinkedIn.
I don't do business cards'cause they get lost and it's
not environmentally friendly.
Connect with me on LinkedIn.
I'm the only mountain lightbound inthe world, and we will talk, we will
(24:29):
help you and together we'll helpyou grow those businesses together.
Okay,
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