Deal Clarity
Cost-effective deal advice for business owners already in talks with a buyer
ABOUT
Corporate finance advice, simplified
Deal Clarity was created to support business owners at a critical moment - when a deal is on the table, but specialist advice is missing.
We don’t replace your lawyer or accountant. We complement them with focused, practical input on the parts of a deal they don’t typically handle: price mechanisms, earnouts, heads of terms and valuation logic.
We offer fixed-fee services to help you understand your terms, avoid common pitfalls, and protect the value of your deal.
SERVICES
HEADS OF
TERMS REVIEW
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Full review of the Heads of Terms document
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Written advice covering;
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Consideration and EV to equity value bridge drafting (i.e. cash, debt and working capital)
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Earnout or deferred consideration structuring
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Assumptions and diligence requirements
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Proposed timetable and exclusivity period
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One-hour call to walk through our findings
Cost: £2,000 + VAT
COMPLETION
MECHANISM
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Assessment of completion accounts vs. locked box mechanisms
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Review relevant SPA clauses to include:
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working capital, debt, and cash definitions
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other locked box/completion accounts provisions
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Summary note outlining risks, commercial implications and recommendations
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One-hour call to walk through our findings
Cost: £2,000 + VAT
EARN-OUT
STRUCTURING
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Review of the proposed earnout structure to ensure it is fair, transparent and measurable
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Review of SPA drafting for the earnout mechanism to ensure it accurately reflects that agreed commercials
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Written advice and recommendations based upon our review
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One-hour call to walk through our findings
Cost: £2,000 + VAT
INCREMENTAL
AD-HOC ADVICE
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Additional support on an hourly rate basis where incremental to our other services
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Flexible in nature, covering areas including:
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Exit option assessments
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Preparation of financials for presentation to prospective acquirers
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Drafting of Heads of Terms
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Written advice and calls available
Cost: £300 + VAT per hour
WHO WE HELP
We support sellers who are already talking to a buyer
Most of our clients:
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Have received an offer or term sheet from a buyer
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Are being supported by a lawyer but don’t have an M&A adviser
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Want clarity on commercial terms before signing Heads
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Need help understanding deal mechanics like earn-outs or working capital
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Prefer to pay only for what they need
If that’s you, we can help.
FAQs
Do you negotiate on our behalf?
We don’t engage directly with the buyer, but we help you prepare talking points and identify where to push back.
Is this confidential?
Absolutely. We operate under strict confidentiality and can provide an NDA on request.
Do you work with our lawyer?
Yes. In fact, most of our work is referred by law firms that trust us to add value to their clients’ deals.
Can you advise on valuation?
We can review offer structure and give high-level input, but we do not conduct formal business valuations.
Can you help us find a buyer?
Deal Clarity is focused on execution support only. If you're looking to run a full sales process, we’ll be happy to refer you to the right firm.
INSIGHTS
