The seller already had an offer that valued half his business at nothing
Confidentiality note: the company and its founder are not named. The transaction is at offer stage and subject to diligence and completion. This page will be updated, with the seller's consent, on completion.
The business
A UK energy cost-management platform for SMEs, winning customers through partnerships with accountancy firms rather than cold outreach. A founder-led business with a commission book, a recognised brand, its own software and a network of referral agreements built over several years. The founder wanted to sell for tax reasons as a going concern, keep earning, and keep doing what he was good at.
The competing offer
A book-based valuation. A third of the price on completion, the rest in monthly instalments over two years. Brand, software, referral agreements and goodwill valued at nothing. The founder's future role: not part of the offer.
What we did differently
We separated the book from the business.
The founder keeps his existing commission book and continues to collect it under a fixed pass-through schedule. We paid for the shares, the intellectual property, the brand and the referral relationships on their own merits. No discount applied to a book we were not buying.
Share purchase, not asset purchase.
The referral agreements with accountancy firms sit in the company. A share deal keeps them intact and gave the founder the going-concern treatment he wanted.
Most of the price at completion.
Two thirds on completion, the balance after twelve months. Not spread over two years.
The founder stays and is paid to grow.
An employment package built around his strengths: base salary, uncapped commission, car allowance. He runs the referral channel inside Tritility with the supplier panel, back office and platform behind him.
We contributed to his advice costs.
A fixed contribution to his legal and tax fees at completion.
Diligence was ready before the first meeting.
Diligence was light touch: Clearbook evidenced the book and our internal checklist was on the table at the first face-to-face, so he could see exactly what we needed and how fast we could move. Data pack to written offer: three weeks.
The plan after completion
Business currently placed through a third party moves to Tritility's own supplier relationships. The SME customer base gains Envisij, DemandIQ, metering and water services. The channel is built with the founder as the person who knows it best.
What it shows a seller
The standard offer in this market is built for the buyer. It can be built for the seller instead: tax treatment, income, timing and the parts of the business you want to keep. Tell us what you need and we will structure around it.
Answer a few questions and, once you have registered and signed the mutual NDA, see an indicative range straight away.
Register for the Secure Area and sign the mutual NDA. Clearbook does the contract due diligence, so the questions we ask you are few and specific.
Have a confidential conversation with us
Thirty minutes with our acquisitions team, with an NDA first if you prefer. We will not contact your customers, staff or suppliers without your say-so.