Accountancy Firm Sales

Hornblower Business Brokers have been established for over a decade helping SME businesses plan and implement successful exit strategies. Our principles of a fair and transparent sales process are driven by our ethos of providing a relationship management approach. We work with both domestic and international business owners.

Our specialist team for the sale and merger of accountancy firms have many years of experience working with accountants. Whether you are a seller seeking maximum value of the sale of your accountancy firm, a buyer wanting to expand through acquisition, or on the lookout for a merger, we work closely with you to understand your goals and motives providing clear concise advice and the full range of options.

Selling an accountancy firm or a block of fees can seem a daunting prospect at the outset. There are many stages to plan and consider. Ultimately, you want to hand over the baton to a buyer that can seamlessly maintain the client relationships you have spent considerable time and effort building. You also want them to add value. Our experience in the accountancy market will assist you every step of the way in preparing for the eventual sale. We aim for the best possible price with the best possible fit.

Why Sell

There are many reasons.

It could be the produce of constant regulatory and legal changes. Or the feeling of being sub-servient to new technology which on the one hand may improve processes but on the other exert pressure on your margins as clients become more accustomed and attached to a software brand and automation of compliance work. Stress, long hours, years of doing the same type of work for the same clients can take its toll. Ill health or wanting to spend more time with the family could be just as pivotal.

Whatever the situation or circumstance the key to a good clean profitable exit is in the planning. And doing so many months in advance. A rushed sale can lead to problems post sale leaving both parties frustrated if clawback is invoked. You should explore all avenues to improve the overall appeal of the accountancy practice.

Hornblower has a range of pre-sale strategies to help maximise your situation. We can unlock the bottlenecks that might be posing a strain on margins and efficiencies. As no two deals are ever the same, the approach of your accountany firm broker should be tailored around your specific needs and requirements. Ultimately, the sale should realise the optimum value for your accountancy firm, and this is what we do.

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    Why Buy

    The purchase of accountancy firms, or blocks of fees, is highly sought after and competitive. It is not uncommon to have some 50-80 firms after the same ‘fee range’ at any given time.

    So why acquire another accountancy firm? Consider the alternative of not acquiring, namely organic growth. Slow, expensive, which marketing avenues to take, which to drop, unsure of returns. The UK accountancy market has grown considerably the past decade and as anyone can set up an accountancy firm with out being a qualified professional, there are no traditional barriers to entry. This has meant a rising number of firms, more competition and thinner spread of fee income.

    Growth through acquisition (or merging) can alleviate that pressure, providing a stream of new income, new expertise and penetrating new markets. Of course, your strategy may also be to buy the local competition!

    If you are considering buying fees, we would recommend you contact us. Registration is free. Whether you have acquired before or are a first-time contender we are happy to work with you on open market opportunities.

    Alternatively, our bespoke target search programme will uncover “off market” opportunities for you, enabling you to be the sole buyer in the process. Under this programme we approach potential sellers of accountancy firms which meet your particular criteria in a given geograpical area. Please contact us for further details.

    Register for free as a buyer
    of accountancy firms


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      The Hornblower Approach

      A deal that moves along without stuttering does so owing to synergy between the parties. This requires thorough, critical and essential information being available from the outset. Hornblower places this at the core of its intermediary service.

      We work with vendors meticulously preparing a detailed information memorandum divided into ‘12’ headed sections along with a vendor’s client/fee schedule. We use this to shortlist prospect buyers who are requested to submit initial offers. Buyers would have access to both documents (having signed an NDA). They are vetted to ensure they pass our rigorous ‘stress test’ and lead offers are presented to the vendor for their consideration. Only then are meetings held to assure the good cultural and operational fit between buyer and seller.

      Our years of experience has proven that this works. Deals are realised sooner, due diligence sped up, legal fees kept down and relationship between seller and buyer strengthened. Please contact us for a detailed account on the selling and buying process.

      FAQ’s

      This depends on various factors such as your personal situation and general outlook. You (and your partners) may decide that you’ve taken the practice as far as you can and it’s time for fresh ideas and energy to drive it forward. As for timing, a sale will take 2 to 6 months. The self-assessment tax season is generally quiet; otherwise there is always good demand for well run accountancy firms. By acting early and planning ahead with an experienced broker like Hornblower at your side you minimise the risks of a rushed decision to sell.

      The general norm is to base the valuation of an accountancy firm on a multiple of its GRF (Gross recurring fees). One off work, say consultancy, will not count towards GRF unless it can be evidenced that there is a strong chance of repeat business. Typically, as the value of an accountancy firm revolves around expected future fee income it is the multiple of sustainable GRF that forms the central focus for negotiation.

      The market trend has been for accountancy firms and fees to be sold between 0.9 – 1.5 times the annual recurring fees. A quickfire sale with little or no handover period, will as you can imagine fetch a reduced multiplier. An attractive client base and experienced team will attract a higher multiple. There are several factors taken into account and a full valuation report can help you understand the principals involved. Hornblower produces detailed valuations which can prepare you for a sale or highlight areas to develop in order to achieve a higher multiple.

      Evidence of strong client relationships, low churn rate and internal structures that will remain intact once the vendor has moved on always help drive the price upwards. If the firm specialises in profitable areas, has affiliate partnerships fuelling leads or a healthy referral system these too make a difference. How efficient a firm is maintained and prepared for change (for example: MTD, GDPR) will always attract premium buyers. It is a sellers’ market. Demand outstrips supply. The difference between a firm that sells for 1× GRF and one that can achieve 1.5× GRF is often down to small details and preparation. We work closely with you to help you realise the full value of your business.

      This is a clause/term in the Sale Agreement that provides the buyer with a certain level of protection should clients leave during the handover period. As payment for the sale tends to be staggered, clawback is normally in operation during this handover period and if triggered affords protection at an agreed ratio proportionate to the value of fees lost. The vendor would expect to have a right of discovery and be allowed a reasonable period that has been mutually agreed to try and rescue the situation. Clawback is, one of the more intricate, complex and sensitive aspects of a sale. Hornblower will assist both parties throughout providing guidance to ensure that any clawback clause is fair and reasonable.

      The buyer would be expected to undertake commercial, legal and financial due diligence on the seller. This is usually carried out once Heads of Terms have been agreed and will include a review of the client, sub-contractor and employee contracts, articles of associatioin and ownership, as well as a review of the your systems, processes and client work carried out in recent years. The due diligence process is a critical process. If issues that should have been identified at an earlier stage unravel themselves this can cause delay or worse, cause the deal to fall through. So it is important for the information that will be required for due diligence is prepared in advance.

      This is often dictated by the size of fees or practice being purchased and how quickly the vendor wants to exit. The general market trend has been for buyers to make 3 tranche payments. On completion; on the first anniversary and finally on the second anniversary. Strong demand fuelled by cash buyers can push up competition and strengthen your position to negotiate more favourable payment terms.

      We will undertake a no obligation, no cost consultation in the first instance. This helps us understand your aims and objectives allowing us to advise the best course of action. Hornblower also has several pre-sale strategies and growth ideas which we can share with you in order to help you achieve a premium offer. Once we have instructions to act for you, our experienced team will prepare a thorough and detailed Information Memorandum. We will discuss and agree our marketing strategy with you, keeping in mind the need for utmost discretion throughout the process.

      The competition for accountancy fees is fierce. Hornblower runs a proactive search campaign for buyers to find “off market” opportunities. For a monthly fee over an agreed period we will conduct a bespoke search. All leads, enquiries and follow ups are handled by us. We will keep you closely informed of the progress and all viable opportunities we uncover. The identify of your practice can also be kept anonymous. By contacting accountancy firms which are not openly on the market, we can minimise the competition and maximise the chance of concluding a successful deal. Alternatively, you can register as a buyer for free and we will inform you of any suitable sale assignments we take on. Please call us for a Buyer Registration form or fill in the Contact form below.

      If your accountancy firm is run as a limited company, it will normally be advantageous from a tax perspective to sell the shares of the company. Many buyers will seek to acquire the assets and goodwill of your company in order to avoid taking on any unknown or undeclared liabilities; however, these risks can be addressed in the warranties section of the Sale and Purchase Agreement, and most buyers will understand the tax implications, and the resulting reduction in the net value of their offer, should they insist on an asset and goodwill purchase. If your firm is a traditional partnership or Limited Liability Partnership, then you will need to sell the assets and goodwill.

      We operate on a fixed % fee of the sale consideration. We agree at the outset what that will be. Who foots the broker fees will be dependent on whether we have been instructed for a sale by the vendor, in which case the seller pays. Or if we are undertaking a buyer search programme in which case the buyer pays.

      From preparing the sale and approaching the market to managing the negotiations and keeping the transaction moving, Hornblower will commit a significant amount of time and resources to the process. We would agree a 12-month exclusivity with the vendor. Full terms and conditions including NDA’s will be provided.

      Meet the Team

      Henry Campbell-Jones

      Managing Director
      Bristol office

      Mark Sykes

      Interntional M&A Director
      Nottingham office

      Sian Murray

      Business Sale Consultant
      London office

      Contact us

      London Office (Head office)

      26 Burney Street Greenwich
      London SE10 8EX
      Telephone: +44 (0) 20 8090 9380
      Email: [email protected]

      Nottingham Office

      15 Wheeler Gate
      Nottingham NG1 2NA
      Telephone: 0115 822 4563

      Bristol Office

      St. Brandon’s House, 29 Great George
      Street Bristol BS1 5QT
      Telephone: 0117 370 1837

      Frankfurt Office

      Kürschnerhof 1
      97070 Würzburg, Germany

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