Investor Relations · For financiers and capital partners
Debt the business can carry.
The Group funds each acquisition on the earnings of the business acquired, with the vendor’s paper behind the bank, one operating system from the first day, and reporting on fixed dates. This page describes how the Group is built for the people who finance it.
The structure, in principle
How an acquisition is funded.
- Term debt and asset-based facilities Secured on the business acquired and on nothing else; sized to what the business can service in a bad year.
- Vendor loan note and deferred consideration Behind the bank; rolled; cannot accelerate.
- Earn-out Paid for growth as it arrives, not before.
- Holding-company equity None raised until the Group has the scale, the accounts, and the covenant history to do so on institutional terms.
How an acquisition is funded, in the order in which the capital ranks. The lender is secured on the business acquired; the founder’s paper ranks behind the lender; and no Group company guarantees another’s borrowing until consolidated audited accounts exist. Touch a line to read the rule.
The credit paper before the term sheet.
A quality-of-earnings report by an accountancy firm of standing on every platform; cohort, gross-margin, and channel data in the credit paper, not the sales forecast; a lender case that assumes flat revenue and flat margin, tested for cover in year one and every year after; a downside case and a loss case presented before the base case.
A ring-fenced integration reserve at completion; bank mandates changed on the day of completion; a thirteen-week cash forecast from the first week; covenant reporting on the dates agreed; and a monthly pack on one template by the tenth working day. A lender who has seen one Group covenant certificate has seen them all.
Listing-readiness by construction.
An independent Chairman and a non-executive majority; four Board committees with written charters and non-executive chairs; an investment committee that approves every transaction above £1m in four stages and records its test line by line; reserved matters that include every borrowing and every guarantee; audited consolidated accounts under IFRS from the first completion; and a management incentive plan set on return on tangible invested capital and cash earnings, never on acquisitions completed.
Contact
A conversation with the Office of the Principal.
Lenders, family offices, and institutions that wish to understand the Group are invited to write. The reply is a conversation, in person or by correspondence, not a document.