The three words that stalled a £1.1 million deal

A dentist’s acquisition, over £1.1 million, had finance and terms agreed when the Share Purchase Agreement stalled over unresolved director loans in the selling entity. We kept the deal on track while the loans were properly documented. The acquisition completed once the position was resolved.

The Situation

A dental professional was acquiring both the goodwill and freehold of an established practice, a substantial deal worth over £1 million. By the time the legal paperwork was underway, the finance was agreed and every party involved was aligned on the terms. It looked, at that point, like a deal heading smoothly to completion, with nothing left but the formalities of closing.

Then the Share Purchase Agreement stalled, not over money, but over outstanding director loans within the selling entity. Until those loans were properly resolved and documented, contracts couldn’t progress. It’s a detail that’s easy to overlook early in a deal and impossible to ignore once it surfaces, director loan accounts have to be accurately reflected and settled before a share sale can complete cleanly, and untangling historical loan positions between directors can take real time, particularly where the records haven’t been kept in perfect order over the years.

What We Did

This wasn’t a finance problem to solve, it was a legal and financial detail that needed patience and persistence from everyone involved to work through properly, rather than a quick fix that risked creating bigger issues down the line. We stayed engaged with the client and their advisors throughout, keeping the deal on track and the finance firmly in place while the director loan position was resolved on the legal side. The goal wasn’t to rush a fix, since getting it wrong would have created bigger problems later, it was to make sure the delay didn’t drift into the deal falling apart from lost momentum while the details were being sorted out.

The Result

Once the director loan matter was properly resolved and documented, the deal completed. Over £1.1 million was secured, covering both the goodwill and freehold elements of the acquisition, with the finance still standing ready exactly as it had been agreed before the delay began.

The takeaway for anyone acquiring a practice through a share purchase: get visibility on director loan accounts early, not at the point contracts are meant to be signed. It’s a detail that rarely derails a fundamentally sound deal, but it can absolutely delay one, and the delay is easier to manage if you know it’s coming rather than discovering it at the worst possible moment, when everyone involved is already expecting to be close to completion.

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