Turning a Competitor’s Failure into 50% Revenue Growth: A Distressed Deal Case Study Distressed Acquisition We Advised On We don’t usually do these but thought I’d share the case study. We don’t normally touch them because they are messy, time compressed, legally constrained, light on diligence, heavy on execution risk, and emotionally draining for everyone involved. Most buyers underestimate the cash required, overestimate how quickly synergies arrive, and forget that in an insolvency process you are buying problems, not just assets. That said, we recently advised on a distressed situation where the strategic logic was unusually compelling — and where the downside was well understood and actively managed. This article outlines why the deal made sense, and then walks through a live deal analysis, covering the real world considerations buyers need to think about when acquiring a business out of administration. The strategic backdrop A year ago, we helped a JV partner acquire a profitable construction business: • £11m turnover • £1.1m EBITDA • Well-run, scalable, and operationally disciplined Recently, a direct competitor — operating in the same region, with overlapping customers, assets, and workforce — moved toward administration. From the outside, the distressed business looked unattractive: • Loss making • Overstaffed head office • Factored receivables • Asset heavy • Operationally fragmented across multiple sites But from the perspective of an experienced operator already in the sector, it represented something else: An opportunity to add almost 50% to turnover, improve margins through scale and consolidation, and acquire hard assets at a fraction of replacement value. This wasn’t a financial engineering play. It was a strategic bolt on rescue, driven by operational synergies. The core investment thesis The buyer’s logic was straightforward: • Revenue upside • Retain core customers • Cross sell into an existing client base • Renew live contracts • Margin improvement

We're all looking to leverage our time and make more money buying/selling businesses. I'm curious as to your personal cashflow cycle from business owners who have done it. Are you leveraging your new business to increase your personal cashflow up front? Paying yourself monthly salary, dividend or SIPP contributions straight away as an example. Or are you pushing it all back to the business to build with the potential to increase the value upon a sale? Appreciate it all depends but what's your approach?

That’s the value of four term sheets issued in the last two weeks for four deals - four different industries, a US deal, Ireland, UK and Australia. Two accepted with due diligence now under way. Two in negotiations . Term sheets are a great way to capture the core components of a deal and something that can be referred back to in the event of any disagreements later down the line. We generally present them after a formal presentation is gone through with the seller(s) that doesn’t just go through the financial and legal components of the deal but sells us a buyer (track record, future plans for the company etc). It’s a simple 4/5 page document - If anyone is interested in having a copy of the template we use like this post or comment and I’ll send it to you.

One of the common objections we get when affecting a leveraged buyout is valuation. Business owners in the SME space sometimes have the misconception that businesses trade at 5-10x multiple of profit. The reality from over 100 of our own deals, research from Harvard, various business sale experts and Kingston University is most don’t actually sell and those that do transact at an average multiple of 2.52x. One reason for this misconception is generally the deals you hear about tend to be very large companies (that do sell for higher multiples) and also brokers that to justify their fees will “value a business” at a higher price than reality . The challenge with SMEs even good ones is they are highly risky and lack liquidity in their shares as they are private. Larger companies tend to have diverse income streams and geographical coverage so if one area of a large company is underperforming they still have plenty of parts to it that do perform. Take Virgin as an example they have a travel agency , airline , gyms etc. if a SME business owner has a chain of 3-4 gyms then they are very exposed to one country or region and the micro economic climate. Virgin operates globally in many sectors. Whilst we will always try to educate a business owner on valuation sometimes you just can’t get them to accept the reality if they do sell they will sell at 2-3 x. When we pitch an offer to acquire - if it doesn’t progress because of misalignment on valuation we will usually park it in the pipeline and revisit in 6-12 months when aspirations may be more realistic. Two deal structures that can however be used either at point of making an offer or in a revisit could be virtual merger or option agreement. Effectively your pitch is about creating a multiple arbitrage by putting them in a larger group that would justify a higher price. Let’s say you have a company in the recruitment industry as a stand alone £10m turnover and £1m profit - in our normal model the goodwill would be worth £2.5m.

Hi Everyone, We recently created a 7-Day Free learning, for those who want to start making or continue to make acquisitions and grow their revenue. This is result of having made over 100 business acquisitions in the last 14 years. Visit buybuildsell.net and join the 7-Day Free Learning for more info.