The finance was never the issue. The company structure was.

A dentist acquiring the goodwill and freehold of a practice, over £1.6 million, ran into confusion over a two-company structure, unclear on directorships and personal guarantees. We mapped the structure clearly for the client and their solicitors. Once resolved, the deal completed quickly.

The Situation

When a dental professional set out to acquire both the goodwill and the commercial freehold of an established practice, the finance side of the deal was never really in question. The numbers stacked up, the lender was engaged, and the path to completion looked straightforward from the outset.

What nearly derailed things had nothing to do with money. The purchase involved two separate legal entities, one acquiring the freehold property, the other acquiring the shares and goodwill of the trading practice. That structure is common enough in dental acquisitions, but it creates a specific set of questions that don’t have obvious answers: who sits as director of which entity, and what personal guarantees does each director need to give under the proposed arrangement, questions that touch on personal liability rather than just deal mechanics. Get that muddled, and the whole deal can grind to a halt while everyone tries to work out what they’ve actually agreed to and who is actually on the hook for what.

That’s exactly what happened here. Communication between the client and their solicitors became tangled around exactly these points, and the deal sat in limbo while the legal structure got sorted out, with neither side quite able to move the conversation forward on their own.

What We Did

Untangling this wasn’t a finance problem, it was a structuring and communication problem, and it needed someone who understood both sides well enough to translate between them, rather than leaving the client to interpret legal correspondence they weren’t equipped to fully parse. We worked through the two-entity structure methodically, mapping out exactly who needed to be a director where, and what guarantees would actually be required under each scenario being discussed, rather than each option remaining an abstract possibility.

Once that map existed, the confusion that had been building between the client and their solicitors had somewhere to land. Instead of going back and forth on hypotheticals, everyone involved could see the actual structure being proposed and respond to it directly, which turned a stalled conversation back into a moving one.

The Result

Once the structure was clarified and the guarantee requirements confirmed, the deal moved forward quickly. Over £1.6 million was secured across the goodwill and commercial property combined, a landmark transaction for the client and one that could easily have stalled indefinitely without someone taking ownership of untangling the structure rather than just the finance.

The broader point holds well beyond this one deal. If your acquisition involves more than one company, get the structure and the guarantees clear before the finance gets tied up in it, not after. It’s the difference between a few confusing weeks and a deal that never quite gets off the ground, or worse, one that completes with terms nobody fully understood at the time.

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