Your journey with us — what happens next?

Confirming intent:

Letter of engagement

Thank you for signing this document. This document outlines what working with Barnsgate Solutions looks like in practice, what happens next, what we will need from you, and how we manage your sale from start to finish.Our objective is simple: to run a highly structured, confidential sale process that maximises value, protects you from risk, and allows you to remain fully focused on running your business while we manage the transaction.

Gettting started:

Onboarding

Access Knowledge Hub

Face to face kick-off meeting

Confidentiality

Dedicated Project Manager assigned

Information request issued & guided support

Once your engagement is live, the first step is a structured onboarding process. This allows us to build a full commercial, financial, and operational understanding of your business from the outset.

You can access to our online Knowledge Hub, which contains a range of guides, insights, and practical articles covering the business sale process in more detail. This resource is entirely optional but is often found helpful by clients who wish to further familiarise themselves with what to expect, in their own time and at their own pace.

We will arrange an initial face-to-face meeting at your offices or a mutually convenient location. This meeting marks the formal launch of your project and allows us to fully understand your business, your objectives, and your personal priorities for the exit.

At this point, your sale will be assigned a project name for internal and buyer-facing purposes, ensuring confidentiality throughout the process.

You will also be formally introduced to your dedicated Project Manager, who will oversee the day-to-day management of your transaction and act as your main point of contact through to completion.

We will provide you with a detailed information request list and guide you through exactly what is required and why. This stage is not about overwhelming you with paperwork. It is about ensuring we are properly prepared, that your business is positioned correctly, and that there are no surprises later in the process that could damage value or delay a transaction.

What we’ll need from you:

Information we will request

Financial

  • Last three years’ statutory accounts
  • Latest management accounts
  • Revenue and margin breakdown
  • Overheads and staffing costs
  • 18-month forecast and budgets (where available)

Commercial & Operational

  • Description of products and services
  • Customer and supplier breakdown
  • Key contracts and recurring revenue
  • Systems, processes, and infrastructure

People

  • Organisational structure
  • Key staff roles, salaries, and notice periods
  • Any incentive or bonus arrangements

Legal & Structural

  • Shareholding and company structure
  • Articles and shareholder agreements
  • Property and lease information
  • Insurance and any ongoing disputes

All information is treated with strict confidentiality and used solely to prepare your business for market.

Preparing your business for sale:

Pre-sale due diligence & readiness review

Before approaching buyers, we carry out a structured programme of pre-sale due diligence on your business. This process is designed to identify, address, and where appropriate strategically position any issues that a buyer would inevitably uncover during their own investigation. By managing this proactively, we significantly reduce the risk of price reductions, delays, or aborted transactions later in the process.

This stage typically includes normalising EBITDA, assessing the sustainability and quality of earnings, stress-testing customer and supplier concentration, reviewing key contracts, and evaluating operational, commercial, and legal risks. Where improvements, adjustments, or clarifications are required, we will advise you clearly, commercially, and with a firm focus on value protection. Not everything needs to be “fixed” – part of our role is to ensure risk is correctly positioned so it does not unnecessarily undermine the deal.

We will always work to your preferred timescales and commercial priorities. For some clients, speed is critical; for others, value maximisation and risk reduction take precedence. While we can move quickly when required, our experience consistently shows that the more time we are given to prepare a business properly, the stronger the outcome. Extended preparation allows us to enhance key value drivers, resolve issues that would otherwise weaken negotiations, and create a more robust platform for a successful sale.

This preparation phase is one of the most valuable elements of our entire process and is a major contributor to achieving strong valuations, smooth legal due diligence, and clean, stress-free exits.

Defining your value story:

Strategy, Positioning & Indicative Valuation

Once we have reviewed your information, we will hold a detailed strategic meeting to agree how your business will be positioned to the market. This is one of the most important stages of the entire process, as it shapes buyer perception and ultimately drives value.

During this meeting we will discuss who the most likely buyers are, what they will value most in your business, and how we should structure the sale to achieve the best risk-adjusted outcome. We will also provide an indicative valuation range based on a combination of EBITDA multiples, contract strength, recurring revenues, and current market demand.

We do not go to market with a fixed asking price. Instead, we focus on creating competition, tension, and leverage to drive the strongest possible result.

Taking your business to market:

Marketing Materials & Buyer Engagement

Once your business is fully prepared, we will create a suite of professional marketing materials that present your company in the strongest possible light. This typically includes an anonymous buyer teaser, a detailed Information Memorandum, and a supporting financial model.

At the same time, we will compile a carefully targeted list of credible acquirers. Buyers are approached discreetly and only provided with information once confidentiality agreements are in place. All communication is managed by us to protect your time, your staff, and your commercial relationships.

This ensures complete control of the process while maintaining confidentiality and competitive tension.No information is ever shared with any third party without a fully executed Non-Disclosure Agreement (NDA) in place, ensuring your business, your data, and your identity remain fully protected throughout the process.

Receiving and negotiating offers:

Offers, Negotiation & Heads of Terms

When offers are received, we will prepare a structured comparison of each proposal, analysing not only the headline value but also deal structure, risk profile, payment terms, and certainty of delivery. We will talk you through each option in clear commercial terms, ensuring you fully understand the implications of every offer before any decisions are made.

We handle all negotiations directly with buyers on your behalf, allowing you to remain fully focused on running your business while we manage the commercial process. You will be kept fully informed at every stage, with no decisions taken and no terms agreed without your clear instruction and approval.

We will negotiate firmly and commercially to secure the strongest possible Heads of Terms. This includes protecting you from unnecessary warranties, excessive earn-outs, delayed payments, and one-sided risk transfer. Our role is to ensure that what looks good on paper also stands up in reality and delivers the right outcome in practice.

Finalising the deal:

Legal Due Diligence, SPA & Completion

Where required, we are happy to recommend experienced commercial solicitors who we work closely with and trust to deliver at the highest level specifically for the negotiation of the Share Purchase Agreement (SPA) and associated transaction documents. That said, you are always free to use your own legal advisers if you already have a preferred firm in place.

Once Heads of Terms are agreed, the transaction moves into formal legal and financial due diligence. This is where many deals lose momentum without strong project management. We remain fully hands-on throughout this phase.

We manage buyer questions, coordinate closely with your legal and accounting advisers, maintain momentum, and protect your position throughout the negotiation of the Share Purchase Agreement and disclosure process. Our focus is on preventing retrades and ensuring the deal completes on the terms agreed.

On completion, we take the time to mark and celebrate your exit with you, recognising both the commercial achievement and the personal milestone that selling your business represents.

Long-term care:

Completion & Post-Sale Support

Our role does not end on completion. Following the successful sale of your business, we provide 12 months of post-sale support to assist with earn-outs, deferred consideration, and any transition support required.

We also continue to support you with future planning, whether that involves reinvestment, retirement, or your next business venture.

Our promise:

Our Commitment to You

We pride ourselves on running a fully managed, discreet, and highly professional sale process. From onboarding to completion, you will have clear communication, honest advice, and a team fully aligned to achieving the best possible outcome for you.

Our role is not simply to sell your business,  it is to protect what you have built and ensure you exit on the right terms.