2nd generation company (started by vendor’s father). Vendor has only ever worked in one business. Dysfunctional relationship between vendor and father (father had told son he’d never make anything of his life, son determined to prove father wrong, vendor had health scare, vendor had expensive lifestyle (racing cars, boats etc), vendor using company for private expenses). Purchaser cashed-up, not an expert in the industry, needed vendor to stay in business and do hand-over.
Solution: sell 80% + put/call option for remaining 20%, vendor stays on as Employee and Director.
Post-completion issues: vendor hasn’t scaled back expensive lifestyle, spent sale price on bach and boat (not income producing or capital growth assets), now only getting % of previous dividend, doesn’t accept change of control, has no plan for what to do with his time. Purchaser is satisfied that value of business in brand, not personal relationships/skills of Vendor (but needed 1-2 years post sale to confirm that).