MBOCalculator

MBO funding, from published terms

Management buyout calculator: the funding stack and the gap

An MBO is paid for in three layers: the team's own money, a loan from the seller and senior debt sized on profit. Enter the price and EBITDA to see how far each layer goes and what is left to fund.

Source: MBO funders' published loan ranges: every funder, with its own page

Your figures

Default: the £5m deal in Clifton Private Finance's worked MBO example, where £500,000 of management equity is 10% of the deal.

Senior lenders size their loan on this figure. YFM Equity Partners asks for at least £1m of profits for an MBO.

Spark Finance: senior debt is typically provided at 3 to 4 times EBITDA. Use your lender's figure.

Harper James: on an MBO as much as 50% of the price may be deferred and paid over 3 to 4 years. Clifton's example defers £1m of £5m, 20%.

Spark Finance: typically 10 to 30% of the purchase price. Clifton's example is 10%.

The result

Funding gap still to fill
£500,000
Management equity
£500,000
Vendor loan (deferred consideration)
£1,000,000
Senior debt the EBITDA supports
£3,000,000
Senior debt in the stack
£3,000,000
Senior debt as a multiple of EBITDA
3
Stamp Duty on a share purchase (0.5%, rounded up to £5)
£25,000

What equity, vendor deferral and senior debt at your multiple leave unfunded: the slice a mezzanine lender, an investor or a larger deferral has to cover.

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  • Read and answered by Joe himself, never passed to a firm or a list
  • Information only: no tax, legal or investment advice

Behind the numbers

  1. Senior debt. Spark Finance: the management team contributes equity, typically 10 to 30% of the purchase price, and senior debt is typically provided at 3 to 4 times EBITDA by specialist acquisition lenders. The calculator takes the smaller of your multiple x EBITDA and what the price still needs. Spark Finance: how to fund a management buyout in the UK
  2. Vendor deferral. Harper James: on an MBO as much as 50% of the purchase price may be deferred and paid out over 3 to 4 years. The calculator treats your percentage as deferred consideration owed to the seller. Harper James: vendor deferred loans
  3. Stamp Duty. A share purchase pays Stamp Duty at 0.5% on a transfer over £1,000, rounded up to the nearest £5, paid within 30 days of the stock transfer form being signed and dated (GOV.UK, tax when you buy shares, and Stamp Duty on shares). An asset purchase pays no Stamp Duty on shares; any property in it is a separate SDLT question the calculator does not answer. GOV.UK: Stamp Duty on shares
  4. No lender's terms. The calculator shows the shape of the funding stack, not an offer: a lender sets its own multiple, security, rate, term and covenants. No interest, fees or deal costs are added.
  5. The seller's side. If the seller qualifies for Business Asset Disposal Relief, GOV.UK charges 18% on qualifying gains disposed of from 6 April 2026; a buyback by the company itself has its own conditions under CTA 2010, set out on this site. GOV.UK: Business Asset Disposal Relief, eligibility

This calculator shows the shape of a funding stack from the figures you enter; it is not financial, tax or legal advice and no lender has offered anything. An enquiry sent through the form is read and answered by Joe, who runs this site; no firm receives it.

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Share purchase or asset purchase?

Tick the box above to send your enquiry.

  • Free, and no obligation
  • Read and answered by Joe himself, never passed to a firm or a list
  • Information only: no tax, legal or investment advice

What UK MBO lenders publish, and the rules the deal runs into

Last updated

Each lender's published loan range from its own page, and each statutory rule with the page it was read from.

Lender figures come only from the lender's own page; rules come only from GOV.UK and legislation.gov.uk. Brokers' and press reports of a bank's terms are refused.

Lender or ruleFigureSourceSource
Shawbrook: MBO loans£3m to £25mShawbrook Shawbrook: management buy-outs
OakNorth: business loansfrom £1 millionOakNorth OakNorth: business loans
Mercia: NPIF II debt£100,000 to £2mMercia Mercia: NPIF II debt finance
FW Capital: loansfrom £100,000FW Capital MBO funders' published loan ranges: every funder, with its own page
Clifton Private Finance: MBO loansfrom £25,000Clifton Private Finance Clifton Private Finance: management buyout finance
BADR rate for the seller from 6 April 202618%GOV.UK GOV.UK: Business Asset Disposal Relief, eligibility
Company buyback: return of the payment to HMRCwithin 60 daysCTA 2010 s1046 CTA 2010 section 1046: return of payments
Company buyback: return to the registrarwithin 28 daysCompanies Act 2006 Part 18 Companies Act 2006 Part 18 Chapter 4: purchase of own shares
Buyback capital treatment: seller's ownership periodfive yearsGOV.UK clearance guidance GOV.UK: seeking clearance or approval for a transaction
Stamp Duty paid after the transfer form is signedwithin 30 daysGOV.UK GOV.UK: Stamp Duty on shares

Cite this page

“What UK MBO lenders publish, and the rules the deal runs into”, Management Buyout Calculator, https://managementbuyoutcalculator.co.uk/ (updated 2026-10-28). Lender figures come only from the lender's own page; rules come only from GOV.UK and legislation.gov.uk. Brokers' and press reports of a bank's terms are refused.

Related guides

Sourced, dated, kept current.

  1. MBO finance: what UK lenders publish on their own pages
  2. Vendor loan notes in an MBO: how much a seller can defer
  3. MBO by company buyback: the CTA 2010 and Companies Act rules

Common questions

How much can a management team borrow for an MBO?

Spark Finance says senior debt is typically provided at 3 to 4 times EBITDA. The rest comes from the team's own equity, typically 10 to 30% of the price, and from the seller deferring part of the price. (Spark Finance: how to fund a management buyout in the UK)

How much of the price can the seller defer?

Harper James: on an MBO as much as 50% of the purchase price may be deferred and paid out gradually over 3 to 4 years. (Harper James: vendor deferred loans)

Is there Stamp Duty on an MBO?

On a purchase of shares, yes: GOV.UK says you usually pay a tax or duty of 0.5% when you buy shares. On a paper transfer it is rounded up to the nearest £5 and paid within 30 days of the form being signed. (GOV.UK: tax when you buy shares)

What do MBO lenders publish?

Five UK lenders publish a minimum loan on their own pages, from £25,000 to £3m, a median of £100,000. Shawbrook's MBO loans run from £3m to £25m. (MBO funders' published loan ranges: every funder, with its own page)

Sources

This site's own datasets, every figure quoted from its source and dated:

  • The Mbo Funding Terms carries 5 published figures read from 5 sources' own pages, from 25,000 to 3,000,000 GBP, read 28 October 2026.
  • The Mbo Tax and Company Law carries 5 published figures read from 3 sources' own pages, from 5 to 75 percent, read 28 October 2026.
  1. GOV.UK: tax when you buy shares
  2. Spark Finance: how to fund a management buyout in the UK
  3. Harper James: vendor deferred loans
  4. Clifton Private Finance: the management buyout process, worked example
  5. Shawbrook: management buy-outs
  6. GOV.UK: Business Asset Disposal Relief, eligibility
  7. GOV.UK: Stamp Duty on shares
  8. GOV.UK: seeking clearance or approval for a transaction
  9. CTA 2010 section 1046: return of payments
  10. Companies Act 2006 Part 18 Chapter 4: purchase of own shares
  11. TCGA 1992 section 236H: disposals to an employee-ownership trust

The question this page is here to answer

What do UK lenders, regional funds and investors publish as their MBO terms, and what do MBO advisers say a typical funding stack looks like?

The price, the EBITDA and how much the team and the seller put in.

Answered by Joseph Ellul, which reads every enquiry this page takes.

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