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RPS RoofWright – A complex deal negotiation for a family-owned software business

Northern England Services

Background

RPS is a family-owned software business that began trading in 1996. When a customer asked them to help speed up the process of manufacturing conservatories, RPS developed a piece of software to do the job. RoofWright augmented reality software helps customers visualise how a garden room, conservatory or extension would look at their property. A rental model allows customers in the building and construction industry to use the software to create detailed operational drawings for factories to manufacture components.

Early days

The owner of the business, Dave Blakeman, already knew Paul Dodgshon from Business Partnership. They had worked together ten years earlier to develop a strategy to grow the business and add value. So, when Dave decided the time was right to sell up and retire, appointing Paul to broker the deal was an easy choice.

Selling to an existing customer

Dave made the decision to sell in Summer 2023 and had identified an existing customer that was interested in buying the business. With this objective in mind, Dave and Paul went through the books together and discussed what the business was worth. Their valuations were initially quite far apart, but when Dave explained how much he wanted to sell for Paul developed a strategy to achieve close to that figure.

They agreed Heads of Terms with the buyer and entered into a strict due diligence process. The buyer’s solicitor sent a 50-page questionnaire to complete, which Paul was familiar with and helped Dave to respond to. Intellectual property was a key discussion point as the buyers sought to minimise risk to their business.

A deal was brokered to sell with deferred payment terms and an earnout based on the business achieving future revenue targets, the finer details of which Paul negotiated. The deal was delayed for a short while by a legal issue with a former shareholder, which the vendor’s solicitor resolved prior to completion.

Outcome

The business sale was finalised in October 2024. Key staff have remained in the business and Dave is staying on as Managing Director for six months as part of the terms. He is helping to recruit his replacement, develop future strategy, and maintain smooth operations during the handover. He intends to gradually reduce his hours and will act as a consultant to the business following his handover. Dave is looking forward to spending more time enjoying family life, looking after grandchildren and indulging in coastal swimming.

 

What the client says…

I had a good feeling about Paul from the start. He’s an excellent problem solver. I was perhaps a little over-optimistic on value, but Paul worked with me on it and came up with a deal structure to meet my expectations and satisfy the buyer. Every time an issue came up he would simply find another way to approach it. He’s professional, reliable and trustworthy, very organised and on top of all the details.

Paul was so helpful throughout due diligence, especially on the financial side of things. He negotiated with the buyers to keep everything on track. I found the legal process very long and frustrating. Paul appreciated my frustrations. Whenever I felt out of control he was a calming influence. If I’d tried to navigate the process on my own it would have been a disaster. Paul’s presence reduced our risks and my stress levels. He is worth every penny of his fee.

Selling a business is ten times more complicated than buying a house. There are a lot of things I wish I’d known and prepared before entering into the process. When the deal finally went through I had the best night’s sleep in ages!

Dave Blakeman, Managing Director

RPS RoofWright

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Whether you’re selling, buying, or planning for the future, Business Partnership is here to help. Contact us today to speak with your local Regional Partner and start your journey toward success.

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Whether you’re selling, buying, or planning for the future, Business Partnership is here to help. Contact us today to speak with your local Regional Partner and start your journey toward success.

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