In early 2025, CFSG assisted the owners of a Melbourne-based private educational provider complete the sale of its business.

The sale involved a management buy-out in which the school’s existing head of teaching & learning bought the business from our client, the owner-founders. The deal made perfect sense: nobody was better placed to take over the running of the business and to make a success of the acquisition than a senior member of the existing management team.

Deal Wobbles

One fascinating aspect of the transaction was that by the time our firm was introduced to the opportunity, the transaction – a deal that perfect sense – was super close to falling over. For the previous six months, the deal was going nowhere. We were referred to the opportunity as a last-ditch effort by a friend of one of the owners – a former client of ours.

The story starts with the owners deciding in mid-2024 that it was time to sell. They had built a successful business over the past 20 years, and they agreed it was now time to wind back. Their first thought once they decided to sell was to gently sound out their head of teaching & learning to see whether she might be interested in buying the business. She said that she was, and the parties immediately opened discussions.

Ideas started getting kicked around. Possible valuations were explored. Confidentialities were exchanged. Detailed financial data was shared. Accountants were brought in. Prospective financiers were consulted. Discussions were held. More information was shared. More meetings were held.

The weeks suddenly become months, and the parties inevitably began to get frustrated with the lack of progress. Nevertheless, the information continued to flow. The informal discussions went on. But eventually the owners decided that the whole exercise was beginning to stagnate and that the deal was unlikely to proceed. So, they decided to look for alternative buyers.

This strategic move only exacerbated their problems. The original buyer began to detect the owners were losing enthusiasm and suspected they were engaging with other suitors. They were double dealing. Now, not only was the prospect of a sale in jeopardy, the business itself was at risk with its most senior and important executive threatening to walk out on the company.

That would have been devastating for the owners of a business looking for an exit.

Enter CFSG

That’s when we were contacted.

And not only did we get the deal back on track but got a got a term sheet in place for the sale of the business within about two weeks. Why were we able to do in two weeks what the parties couldn’t do on their own over six months?

That’s the beauty of appointing an advisor. Our primary objective was to dispassionately put in place a clear process that was predicated on open and direct communication. That was what was missing from the previous six months of discussions. There was no urgency. There was no clear roadmap or timetable. Each interaction was vague and the whole exercise just drifted. And people got frustrated. It was kind of like a racehorse without a jockey.

So, what exactly did we do?

• Step one: we directly asked the owners whether the business was still on the market. A pretty fundamental question! We also asked whether the head of teaching & learning remained their preferred buyer and if so, what were their minimal expectations were for an acceptable deal. That provided the owners and us with much needed clarity and direction.
• Step two: we went straight back to the prospective buyer and asked whether they were still interested in buying the business. Also, a pretty fundamental question! We also probed why they hadn’t put forward an offer yet. They explained that there was still certain information the owners hadn’t provided. There was a sense they were being evasive – a real deal killer.
• Step three: we went back to our client and their accountant and secured the outstanding information. It took a couple of days, but we explained that they had to be responsive. It was crucial to re-establishing trust, confidence and momentum. Every successful deal needs momentum.
• Step four: within 24 hours of receiving the additional data, the prospective buyer put forward an informal, indicative offer in an email. We knew it wouldn’t be sufficient to get the deal over the line. However, in less than four days, we were able to achieve what the parties couldn’t do on their own over six months.
• Step five: we then dived into the fun part – negotiating. Every negotiation is different. Yet successful negotiations are always built on the same basic ingredient. You need to have two parties committed to getting a deal done. If you have that, almost every issue ultimately falls into place. After multiple rounds of backwards and forwards on a handful of key points, we finally had the bare bones of a deal. That’s always a great feeling for an M&A advisor.
• Step six: we prepared a term sheet and had it reviewed and signed off in a matter of days. Then things slowed down as they always do. There were the legal contracts to prepare. There was the finance to lock away. Bankers and lawyers always seem to operate at their own, lethargic pace. It’s just the way it is.

But we got there in the end. And the whole transaction reinforced a key fact of deal-making that I have seen proven time and time again: experienced advisors are critical when it comes to getting deals over the line. Having someone who is not emotionally involved, who is firm but fair and who can lay out and hold the parties to a clear process and timeline is critical. The alternative is six months of drift and the possibility of unintended disasters.

If you are interested in discussing how CFSG can assist you in preparing for and completing the sale of your business, please don’t hesitate to contact us.