The Herrington Carmichael Corporate Team has advised a leading UK consolidator of financial advisory businesses on its £4 million acquisition of a well-established firm in the financial services sector.
The Client
A leading UK-based consolidator of financial advisory businesses, actively expanding its national footprint through strategic acquisitions.
The Challenge
The client acquired a well-established financial services firm in a £4 million transaction involving a mix of cash and equity consideration. The deal featured a sophisticated earn-out mechanism tied to post-completion recurring revenue, with both upward and downward adjustment provisions and a “catch-up” mechanism to balance earlier shortfalls. The transaction required careful structuring to align commercial objectives with performance-based outcomes.
Our Approach
The Herrington Carmichael Corporate Team provided full lifecycle support, from legal due diligence through to completion. Our work included:
- Structuring the share purchase agreement to reflect a complex consideration model, including cash, equity, and performance-based earn-out elements
- Negotiating tailored provisions to address adviser retention, client attrition risk, and clawback protections
- Ensuring flexibility within the documentation to accommodate future performance while safeguarding the client’s commercial interests
- Managing risk through early identification and mitigation strategies during the due diligence phase
The Outcome
The acquisition was completed successfully, with the client securing a valuable addition to its portfolio under terms that balanced risk and reward. The client praised the team for its precision, professionalism, and deep understanding of the commercial drivers behind the deal.
What Our Team Said
Alex Canham, Corporate Partner, commented:
“We were pleased to support our client on this strategic acquisition. Structuring and negotiating a deal of this nature required close attention to detail, particularly around the recurring revenue-based earn-out. We look forward to continuing to support the buyer as it continues to expand its ever-growing presence in the financial services sector.”
The Team
The project was led by Alex Canham, Corporate Partner, with support from Melissa Deutrom, Legal Director and Harry Winkley, Solicitor.
At Herrington Carmichael, we help ambitious acquirers structure and execute complex transactions with precision. From performance-based earn-outs to adviser retention strategies, our Corporate team ensures your acquisitions are commercially sound and legally secure.
Contact us today to discuss how we can support you.
