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
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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
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​​​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
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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
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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.
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Is this confidential?
Absolutely. We operate under strict confidentiality and can provide an NDA on request.
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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.
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Can you advise on valuation?
We can review offer structure and give high-level input, but we do not conduct formal business valuations.
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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
