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Business sale - Life skills centre
A share sale
Young adults with a learning disability
About the deal
Tim Field, led this matter and the clients were also provided with property advice by Katie Lockwood, a solicitor within the Commercial Real Estate team at Birkett Long.
We were instructed to deal with the due diligence enquiries raised by the seller, so a data room was created. Some hurdles, as explained further below, needed to be overcome.
The company hired a Church in which they could carry out the business of the company. The hire agreement between the company and the Church was coming to an end and the Church was refusing to allow the company to rehire. This could have meant the sale falling through, but both Tim and Katie were able to work closely with the clients and successfully negotiated with the other side. Because of these negotiations, the sale did not fall through and there were no wasted costs for the clients.
The above was subject to the preparation of accounts which were being organised by the company’s accountant. We worked closely with the accountant to confirm the terms of the Share Purchase Agreement were correct and that the clients were not in breach of any of the warranties. Working with the accountant ensured that the sale proceeded as smoothly as possible. The company had a significant amount of retained profits which were to be paid to the clients as part of the purchase price and required the inclusion of a completion accounts mechanism to be negotiated and drafted within the share purchase agreement.
The company also adopted donkeys on behalf of the Donkey Sanctuary. As part of the sale, the buyer was to inherit the donkeys. This included a process in which passports for the donkeys needed to be obtained and passed to the buyer on completion, this added a layer of complexity to the matter.
Finally the seller was CQC registered in respect of respite services which the company provided, an awareness of CQC requirements was also necessary to ensure the transaction completed.
The sale went through in November 2018, meaning the process only took approximately 6 months to complete.