In this episode of Executive Connect, Melissa Aarskaug sits down with Himanshu Singh, founder and managing director of HSA Advisory and the creator of CorpFinHub, to talk about how off-market M&A really works in the UK mid-market. Himanshu explains why many strong deals never reach crowded auction processes, where transactions usually break down, and why preparation often matters more than founder optimism. He also shares how valuation gaps get bridged, what buyers look for, why founders should start planning their exit at least 12 months early, and how AI is speeding up investment banking workflows. If you are building toward an exit, raising capital, or trying to understand how the best deals actually get done, this episode gives you a practical view from inside the process.

Chapters:
(0:01) Why off-market deals matter
(1:44) What defines an off-market deal
(4:43) The real access problem in M&A
(6:04) Why valuation gaps kill deals
(8:32) Building a boutique for the mid-market
(11:10) How to find the right buyer
(14:07) Founder mistakes before an exit
(19:10) How CorpFinHub changes deal flow
(23:55) Negotiation mistakes founders make
(27:32) The future of mid-market M&A
(31:14) The first move founders should make

Himanshu

(0:00) I would say the mistake that founders make, quite similar that they would make in financing side as well, is lack of preparation. (0:07) If they are not very well educated in terms of what are the options available to them, and if they haven’t spoken with the entire market through an advisor, that is where they make mistakes because they’re not prepared. (0:22) They don’t know what are the options available to them.

Melissa

(0:25) Most people think the biggest deals happen in crowded auction rooms, bankers lined up, bidder competing, everyone watching. (0:35) But the truth, nearly two-thirds of UK’s mid-market M&A deals happen quietly, off-market, and those deals often deliver meaningful higher evaluations. (0:49) Today’s guest has built a career around finding those hidden opportunities.

(0:53) Himanshu Singh is the founder and managing director of HSA Advisory and the force behind CorpFinHub, a digital marketplace changing how buyers and sellers connect in UK dealmaking. (1:08) If you’ve ever wondered how the best deals actually get done and why most businesses never see them, this conversation opens the curtains. (1:19) Welcome to the show, Himanshu.

Himanshu

(1:21) Thank you, Melissa, for the kind introduction and for the nice words.

Melissa

(1:27) Now, most people imagine M&A as a competitive auction process, but you point out that most mid-market deals happen off-market. (1:38) Why is that and why does it often lead to better outcomes?

Himanshu

(1:44) Absolutely. (1:45) Before talking about this, I would say how I landed up in mid-market. (1:50) I’ve got 15 plus years of investment banking, corporate finance experience.

(1:55) Previously, I’ve worked at bigger firms, bigger banks like Nomura, where I started my career. (2:00) I’ve stayed there for five plus years. (2:02) I’ve also worked at Jubius for four years.

(2:06) Having worked at bigger banks where most of the transactions, as you have rightly mentioned, happens through auctions, that is certainly not the case in mid-markets. (2:18) Most of the transactions are bilateral, where one party is tied up with another party in exclusivity. (2:29) All of these transactions, most of the times, are proprietary.

(2:33) Unless you’ve got good relations with sellers, it is very difficult to find a transaction. (2:40) That was the number one reason I started Coffin Hub as well, where we are connecting buyers with sellers. (2:48) Having worked in a bigger transaction space and having moved into a mid-market space, we realized that it’s not easy to find transactions in mid-market.

(2:59) It’s even more difficult to close transactions. (3:03) That is what we are trying to solve with Coffin Hub. (3:05) We’re connecting buyer side with seller side and looking to source off-market or rather proprietary transactions in the UK mid-market space.

Melissa

(3:14) Now, what exactly defines an off-market deal?

Himanshu

(3:21) Absolutely. (3:22) So off-market transaction, as they say, proprietary transaction would be one which is not available to every private equity search fund or entrepreneur in the market. (3:37) It would be selectively marketed to few buy side users which sell side approves.

(3:47) For example, we are talking about a consumer transaction. (3:51) We are speaking with the seller. (3:53) They would tell us that we would only like to take this transaction to a certain number of strategists or private equity players that they would approve.

(4:01) That would be an off-market transaction because they would be selectively targeting few buy side users or buyers that they could trust.

Melissa

(4:11) Yeah, it makes sense instead of having this kind of too many people, too many cooks in the kitchen. (4:17) You’ve said that there’s a structural problem. (4:20) Strong businesses and quality deals often never find the right partners.

(4:25) What’s broken in the traditional process? (4:28) Ready to lead smarter and invest wiser? (4:32) On the Executive Connect podcast, we unpack executive strategies for wealth and influence.

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Himanshu

(4:43) I would not say something is broken. (4:45) I think it’s more about the access. (4:48) It’s more about the network.

(4:51) When you’re working in a bigger bank, you’ve got so many partners, managing directors, and it’s the combined effect. (4:59) You’ve got access to so many buyers, sellers, and so on. (5:03) And you can use others’ network.

(5:06) That is not the case in wet market transactions. (5:10) Most of the times you are working in smaller teams, you have got lesser access. (5:14) And that is why it’s so important to collaborate with other firms so that you can have similar effect which you can see in bigger banks by collaborating.

(5:24) And most of the times that does not happen. (5:26) And in case you are able to collaborate and do partnership, you are able to see that the kind of effect that you see in bigger banks, you are able to replicate similar effect if you are able to do effective partnership or collaboration in mid-market.

Melissa

(5:43) It seems so simple, right? (5:45) Collaboration. (5:46) I would think, I feel like I learned that in kindergarten, but I often hear this so much in talking to similar leaders.

(5:55) So where do the deals fall apart between, I guess the better question is where do they typically fall apart before they even start?

Himanshu

(6:04) In my experience, the transactions fail most of the times because of valuation differences. (6:10) You have a seller, sell side, which have a certain value expectation. (6:16) And if they are not looking to budge from the number that they have in the mind, and you have buyers which have a certain valuation that they are willing to pay for a company, that is where most of the differences come across.

(6:31) And if you’re not able to bridge that gap, transactions does not go through. (6:36) And most of the times this is happening when financing is difficult. (6:40) And that has been the case for the past couple of years.

(6:42) Interest rates have been high, which means that valuations have been going down and sellers, they have a certain valuation expectation in the mind and buyers, they are not able to fulfill that because financing has not been easy. (6:56) And especially financial buyers, because they have certain return requirements. (7:01) If you’re not able to meet those return requirements, you’re not able to proceed with the transactions.

Melissa

(7:06) Yeah, it’s so true. (7:08) I think everybody wants more for whatever they’re selling than the market bears a lot right now. (7:15) So, who is the most disadvantaged in that current system?

(7:21) Is it the seller? (7:23) Is it the people that are not collaborating?

Himanshu

(7:26) I think you need to combine a lot of factors. (7:31) Valuation, I agree, is one aspect. (7:34) But there are other aspects as well when you are looking to do a transaction, is to think about the type of buyer that you are willing to sell.

(7:42) You need to think about what is it that you expect from the transaction. (7:46) Are you looking to stick around after the transaction happens? (7:50) How is it going to be beneficial for you?

(7:52) Or are you looking for a cleaner exit? (7:55) If you are looking to stick around, cultural differences also could play an important role. (8:02) The transaction or the buyers that you’re looking for, if there is going to be cultural alignment as well.

(8:07) If that is the case, then you would be willing to accept a lesser valuation as well because there’s a longer term play.

Melissa

(8:15) Now, you launched HSA Advisory as an independent investment banking boutique. (8:23) What gaps were you trying to fill when you launched it? (8:25) And where does end-to-end execution actually mean in practice?

(8:29) What does that mean in practice?

Himanshu

(8:32) Yeah, absolutely. (8:33) Having worked in bigger banks for 15 plus years, where I was working on bigger transactions and having made a move from bigger transactions to mid-market space, we realized that in mid-market, there are not enough players in the market who are providing advice which is available to bigger players. (8:54) Bigger players would not be taking mid-market clients because of their valuation threshold, because of their fee threshold.

(9:04) So we thought we could target this market and provide advice of the level of bigger banks, which is the market which has not been covered. (9:15) And that was the main idea behind launching HSA Advisory, focused specifically on UK and European mid-market clients.

Melissa

(9:23) Now, what does a typical engagement look like for you?

Himanshu

(9:28) Sure. (9:29) At HSA Advisory, we are focused on providing full suite of investment banking services. (9:35) So our clients are typically companies which are making revenues of 5 million and upwards.

(9:41) And we can act as buy-side advisor, where we would assist the companies in finding off-market proprietary transactions and act as their advisor in completing the transaction from start to finish. (9:55) And that would include services like doing valuation, doing due diligence, finding opportunities, and whatever you can think of when it comes to investment banking. (10:05) Second type of services that we provide is sell-side, where we would act as a sell-side banker for yourself.

(10:12) We would prepare a teaser, we would prepare an IM for you, help you in setting up data room. (10:19) And once we have done the preparation, we would market the transaction to a set of buyers, both private equity, which is financial, or strategics, which are in our network. (10:31) And we would also collaborate with few other mid-market investment banking booties so that we could widen our reach.

(10:38) So that is the second service that we provide. (10:40) And the third one is capital raising. (10:42) We would also help you in, if you’re looking to raise equity financing or debt financing, we could assist you with that.

(10:50) So if you are a corporate in the UK and the European market, looking to raise capital, be it in the form of equity or debt, we could help you with that. (10:59) And in terms of sector focus, although we are sector agnostic, we have got a lot of experience in financial services, FinTech, software, and real estate sectors.

Melissa

(11:10) That’s great. (11:11) Now, when I think of like exiting, strategic exits that maximize value, many founders focus on timing or their headline evaluations. (11:22) You focus on the buyer alignment.

(11:25) How do you identify buyers who are truly understand the value?

Himanshu

(11:30) It’s all about having relationship. (11:34) So if you truly understand your buyers, you are able to quickly map the buyers with what sellers are looking for. (11:43) And that is why having a focus area is very, very important.

(11:47) If you are trying to be focused on all the sectors, it becomes very, very difficult. (11:54) And that is why we say that, although we are sector agnostic, but we have a lot of focus in financial services. (12:01) And the reason we have chosen financial services because of the kind of experience that we have in our investment banking career.

(12:09) I’ve always been a FIG banker for 15 plus years. (12:13) Two of my partners, one partner has got 30 plus years of investment banking experience in wealth management. (12:20) So we’ve got a lot of experience under our belt and we use that to understand what buyers are looking for and use that information to map it with the sellers, what they’re looking for and try to bridge the gap.

Melissa

(12:34) And knowing the numbers, I hear a lot of times people don’t even know their own numbers and when they’re trying to sell their business or, you know, so how do you position a company for premium valuation? (12:51) Like what is the kind of process in doing that?

Himanshu

(12:53) Absolutely. (12:55) I think the number one step in any investment banking sell side process is the preparation. (13:03) You need to truly understand what your company is worth.

(13:07) Unless you have a clear understanding of what your company is worth, unless you have carried your valuation by third party, the third party could be HSA, you would be in a delusion that what your company is worth and there would be a valuation mismatch when you are going to the market. (13:29) And that is the number one advice that we give to anyone that we are advising as a sell side banker that we need to carry out a thorough valuation on your behalf so that you understand that this is where your company is worth and this is something that you should be expecting when we run a process for you.

Melissa

(13:51) Yeah, and you know, I think a lot of times that we learn best when we make mistakes. (13:59) So what mistakes do founders make when they’re preparing for their exits?

Himanshu

(14:07) I think the biggest mistakes that I’ve seen throughout my career is lack of preparation. (14:14) I’ve seen that founders come to me and say that their company is worth X, but in reality, that X might be far from the actual number. (14:26) And secondly, they would expect you to start the process today and start expecting getting offers from tomorrow onwards.

(14:36) But in reality, that is never the case because preparation takes time. (14:41) And if you are looking to exit and if you are looking to achieve premium valuation, you need to allow a certain number of weeks to go through the entire preparation phase and which involves a lot of things. (14:57) Valuation, although is an output of what we are trying to achieve, but there goes a lot of preparation behind the doors, which means that you need to get your financials right.

(15:07) You need to make sure that you are not dependent, your revenue is not dependent or concentrated on one customer. (15:16) You have got your board in place. (15:18) The company would not fall apart if the founder leaves and goes for a holiday.

(15:24) There are a lot of things that we need to set right before we eventually launch the process.

Melissa

(15:31) Right. (15:32) Now, how early do you recommend founders start thinking about their exit strategy?

Himanshu

(15:38) I think at least 12 months in advance. (15:41) 12 months is the timetable that we recommend to any founder or business if they are looking for an exit and 12 months is the time we completely lay out that this is what we are trying to do for you in the 12 months so that by the time we are completed, we have completed that preparation phase. (16:01) You are at a stage that we can reach out to our networks, strategists, financial buyers, talk about proper exit process.

Melissa

(16:10) Yeah, makes sense. (16:11) 12 months sounds like a good time. (16:13) Now, exits get the most attention but capital strategy matters just as much.

(16:19) So how should founders think about debt and equity without limiting their future options?

Himanshu

(16:27) I would say thinking about debt and equity is more a question for the buyers rather than for the founders who are looking to exit because it is more about financing option. (16:39) So you need to think about how much debt you could put on the business before the business starts getting burdening with the interest that you will be paying on the debt that you would be taking on for the business. (16:54) At the same time, you need to be thinking about how much seller financing that you could agree with the founder, how much equity you are able to raise from external equity investors.

(17:07) So there is no one answer which fits all the questions I would say. (17:12) It depends on a case by case basis. (17:15) There are transactions in wealth management space where you could agree with the founders that 50% of your transaction value would be deferred but that might not be the case if you are working on a transaction in say care home sector.

(17:32) So it varies from sector to sector and it varies from the transaction size as well.

Melissa

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Himanshu

(18:16) I would say the mistake that founders make quite similar that they would make in financing side as well is lack of preparation. (18:24) If they are not very well educated in terms of what are the options available to them and if they haven’t spoken with the entire market through an advisor that is where they make mistakes because they’re not prepared. (18:39) They don’t know what are the options available to them.

(18:42) Once they have spoken with an advisor like ourselves we can happily educate them that these are the options available to them in terms of debt and these are the equity investors they could reach out in order to complete the transaction.

Melissa

(18:56) And now switching gears a little bit here you launched Corp FinHub as a digital marketplace for deal makers. (19:04) How does that change the traditional model or flip it on its head now?

Himanshu

(19:10) Absolutely. (19:10) So in terms of timeline in 2023 I launched HSA Advisory Independent Investment Banking Boutique focused on UK, Europe and mid-market. (19:21) Having spent some time at HSA we realized that there’s a gap in mid-market.

(19:26) It’s not easy to source transactions and it’s even more difficult to close transactions. (19:33) So that’s how we came up with the idea of Corp FinHub. (19:36) It’s a digital marketplace where we connect buy-side with sell-side users.

(19:42) There are similar platforms in the US but there is no single platform which is focused on UK, mid-market, M&A market. (19:52) And that’s why we launched the platform in June last year. (19:55) Since the launch in June last year the team behind the platform has been working really hard.

(20:02) And I can proudly say that now we’ve got access to 300 plus live transactions in the UK. (20:08) And 300 is a very good number. (20:11) I can say that with huge confidence because I’ve seen platforms which are operational in the US.

(20:17) I’ve seen platforms which are operational in the UK market as well. (20:20) And we’ve got 100 plus users who are actively browsing the transactions as we speak.

Melissa

(20:27) Now, how does this digital matchmaking improve the deal flow?

Himanshu

(20:32) Absolutely. (20:33) Imagine you are a buy-side user or a buyer who is looking to build on a pipeline in the UK, mid-market, M&A market. (20:42) You are starting today.

(20:43) You have no idea where to go. (20:45) You don’t have relationships. (20:46) You don’t know any broker.

(20:48) You don’t know any advisor. (20:50) So if you come on the platform you are straight away getting access to 300 plus transactions. (20:58) And that is by just subscribing on the platform.

(21:01) The number of days and number of weeks of time you could save by simply subscribing on the platform and getting access to the transactions which you would not have been able to build if you were going down an organic route where you would be building relations with the various firms which would take years and years. (21:20) And that is what we are trying to solve. (21:21) As a buy-side user, we are giving you access to so many transactions which you could project.

(21:27) And at CoffinHub, we act as your buy-side advisor. (21:33) And that is what we are trying to solve.

Melissa

(21:35) And back to kind of what you were saying at the beginning, it probably drives better connection and the technology probably reduces the friction in the transaction itself. (21:47) And so it makes a lot of sense to me. (21:49) And so, you know, off-market deals versus kind of these crowded auction areas beyond the valuation, what advantages do off-market deals offer compared to the auctions?

Himanshu

(22:06) There are pros and cons, I must say. (22:08) The off-market transactions where you can easily go into exclusivity and you don’t have to worry about pricing friction because you are not competing with a lot of players, users at the same time. (22:27) And you can agree on your own terms with the sell-side if it’s a proprietary transaction.

(22:34) And you can get the transaction closed much, much faster. (22:40) And in terms of auction, auction has their own advantages as well, certainly from a sell-side point of view because you are reaching out to a wider audience which might not be the case in proprietary transaction. (22:53) You are speaking with one buyer or unlimited buyers that you have approved.

(22:59) And in terms of auction, you are speaking with the wider market in most of the cases. (23:04) There is a structure which has timeline. (23:08) For example, we launched the process today.

(23:10) We’ll give buy-side a couple of weeks to come up with indication of interest. (23:15) Based upon that, we’ll shortlist the buyers. (23:18) We’ll give them another three to four weeks to come up with the letter of intent.

(23:23) And then they move into due diligence. (23:25) And then in a month or two, we would look to close the transaction with the one party that we have finalized. (23:33) So there’s a structure in off-market proprietary transactions.

(23:37) In most of the cases, that is not the structure. (23:39) And we can move as fast as sell-side and buy-side are willing to move. (23:43) And we could quite literally close the transaction in four to six weeks as well, which might not be the case in a structured transaction.

Melissa

(23:55) That’s great. (23:56) And as you’re talking about kind of closing the transaction, I’m thinking about negotiations. (24:03) I love complex negotiations.

(24:06) I think they’re so fun. (24:08) And so deal and structure during negotiate really determines kind of that outcome. (24:12) So what mistakes do you see founders making when they’re at the negotiation table?

Himanshu

(24:20) Not having an advisor. (24:22) If they are looking to negotiate themselves and not having an advisor who have got tons of experience in closing transaction is where they fail. (24:34) For example, if we are acting as a buy-side advisor to our client and we are dealing directly with the founder who does not have any experience in transactions and negotiating, that is where they fail because they don’t know what to expect in these kinds of negotiations.

(24:52) They haven’t been on such tables in the past. (24:56) They don’t know how to push back and where to draw a line. (25:00) So the number one advice I could give on this front is passing on the negotiation phase to an advisor who have been doing this for a long time.

(25:12) And this is where it could be a win-win for yourself as well as the buyers on the other side of the table.

Melissa

(25:19) Yeah, I agree. (25:20) I think at any transaction going for the win-win where everybody it’s a win-win, the structures are organized is really key. (25:28) And so what I’m thinking as you’re kind of talking here, what should founders never agree to when they’re at that negotiation table?

Himanshu

(25:37) Never agree on the fly as I would say. (25:42) Whenever you are discussing something important terms, you need to discuss and then you need to take them away. (25:51) You need to digest, think about what are the implications of the terms that you have agreed.

(25:58) Is it going to make sense for you longer term, shorter term? (26:03) You need to evaluate all the options. (26:05) And once you have digested, once you have done the total analysis, having discussed with your advisor, only then you should move forward.

Melissa

(26:18) Yeah, I love it. (26:19) I think that’s so true. (26:21) People get so excited in the deal-making that they’re kind of the verbal thing.

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Himanshu

(27:32) There’s a very good future for mid-market, I must say. (27:35) And that has been quite visible over the past couple of years. (27:39) Over the past couple of years, private equity firms have struggled to offload or sell companies and obviously make good use of their cash in bigger transactions because of financing difficulties, lack of funding opportunities.

(27:59) That is what’s happening in bigger transactions. (28:01) But certainly that was not the case in mid-market. (28:04) Mid-market is kind of insulated from the wider market because I understand that there has been geopolitical uncertainty, tariffs and whatnot, which has been affecting bigger transactions.

(28:19) But smaller mid-market transactions, founders need to move on because they need to do succession planning and they’ve got various other things which are pushing them to do the transactions. (28:34) All of these factors, especially in the mid-market space, they ensure that transactions are going on. (28:41) And that is what I see over the next few years as well.

(28:44) Especially if I talk about wealth management space where we specialize, there are so many founders who are aged 55 and plus. (28:54) They are looking to do succession planning. (28:56) They are looking to move on.

(28:57) And the only way they could move on is by transacting or exiting. (29:02) And that is where we at HSA come into play. (29:05) We help them in making sure that they get the right exit that they’re looking for because we’ve got access to so many buyers in the wealth management space, both strategic and financial buyers, which we could take them to and also advice on the entire process, especially valuation.

Melissa

(29:27) That’s great. (29:28) Now, what role is AI going to be playing in the M&A space?

Himanshu

(29:33) AI has already been a pending investment banking space. (29:37) The pros of AI in the deal-making is the kind of analysis that you could do with the use of AI. (29:44) It helps in creating teaser.

(29:45) It helps in creating IAM. (29:47) It helps in analyzing SSL side. (29:50) It helps in analyzing or sell side by side.

(29:54) It helps in analyzing the data room. (29:57) So the productivity is increasing 10x, I must say. (30:01) And we are also partnering with an AI firm who is helping us in creating a teaser, an IAM for the sell side processes that we run.

(30:11) If we think about pre-AI world, creating a teaser would take days. (30:18) But now having an AI, we could create a teaser or an IAM in a matter of hours, which we never thought would have been possible. (30:29) What it means in reality is we could work on multiple transactions at the same time.

Melissa

(30:35) Yeah, that’s fantastic. (30:38) I agree. (30:39) I think it’s changing the way all of us do business across all verticals.

(30:44) Making things easier and faster. (30:48) Helping people understand things faster the way they’re going to take in the information as well. (30:54) I love it.

(30:55) I love to hear that. (30:58) What about business owners? (31:00) What do they need to know now?

(31:02) So for the owners that have that $5 million in revenue, you mentioned, who know a transition is coming in the next 12 months, what’s the first smart move that they should make now?

Himanshu

(31:14) Hire an advisor, speak with someone and have a conversation. (31:19) It could be on a confidential basis. (31:21) It doesn’t have to be HSA.

(31:23) It can be anyone else. (31:24) But have that kind of conversation that this is what we are looking to do. (31:28) We are looking for an exit in the next 8 to 12 months.

(31:36) Or what are the things that we need to make sure that we are ready once that 12-month period is over?

Melissa

(31:43) That’s fantastic. (31:45) And so for those that hire the advisor, they find the right fit, what data should they start preparing for that advisor?

Himanshu

(31:54) I don’t think they need to do any preparation before having a call with the advisor because that is where advisor comes into play. (32:03) They would let the firms know that we would need cash flows, say, as an example, over the last three years. (32:10) We need your balance sheet, which is quite ready, which we need to do the analysis of your income statement.

(32:18) So having the basic numbers in place is the number one thing we would expect all the founders. (32:25) And once they have it, we can have regular conversation with them to make sure that how we could make it exit ready. (32:33) They don’t have to do any pre-preparation is what I’m trying to say.

(32:36) All the preparation work is down to advisors who would help them from the start to the end in the exit ready process.

Melissa

(32:45) It makes it easy to make the decision. (32:48) And so for business owners thinking about their next chapter, what’s one question they should sit with after today’s episode?

Himanshu

(32:59) Am I actually ready to sell? (33:01) If yes, I should think about hiring an advisor.

Melissa

(33:05) I love it. (33:06) And then where can listeners learn more about HSA Advisory or CorpFinHub?

Himanshu

(33:12) Absolutely. (33:14) So they can either go onto our website, which is hsa-advisory.co.uk or for CorpFinHub, it’s again, corpfinhub.co.uk or alternatively, they could visit my LinkedIn profile and I’ve got links to both platforms, which is HSA Advisory and CorpFinHub.

Melissa

(33:37) That’s great. (33:38) Thank you so much for being here and sharing your knowledge with our listeners. (33:44) It was fire, rapid fire questions.

(33:47) So masterclass in how investing banking actually works. (33:51) So thank you for sharing that and being such a gracious host. (33:54) And that’s the Executive Connect Podcast.