The Deal Sheet #2

The DEALS Framework, Applied to a Real Company.
From Signal to Introduction in 23 Days.

Last issue we looked at 81,833 ownership changes. This week, we zoom in on one.

Not a hypothetical. A real company, real filings, real signals. We are going to walk through every step of the DEALS framework on a single target to show you what off-market deal origination looks like in practice.

The names and some details have been changed, but the signals, the sequence, and the outcome are real.

D - Define

Our client's thesis: UK-based managed service providers, £1M-£5M revenue, profitable, owner-operated, South West or Midlands, 5+ years trading history, no existing PE involvement.

This thesis produced a target universe of 134 companies. Not 5,000. Not 500. 134 businesses we could research individually and contact directly.

One of those companies was Apex IT Solutions (not its real name). A Bristol-based MSP, founded in 2004, 38 employees, filed accounts showing £2.8M revenue and healthy margins.

On paper, it ticked every box. But so did 133 others. What moved Apex to the top of the list was what happened next.

E - Extract

Three signals appeared within the same quarter:

Signal 1: PSC Cessation (January)
The founding director, who had been the sole person with significant control since incorporation, filed a cessation of PSC status. A new PSC notification appeared the same week: a holding company.

Signal 2: New Director Appointment (February)
A new director was appointed. Not operational. The individual's other directorships included two corporate finance advisory firms.

Signal 3: Early Accounts Filing (February)
The company filed its accounts three months ahead of the deadline. For a company that had previously filed within the last two weeks of every deadline for 15 years, this was a sharp break in pattern.

3 signals in the same quarter. PSC transfer + CF director + early filing = transaction preparation.

A - Assess

We scored Apex across four dimensions:

5/5 Exit Readiness
4/5 Financial Health
4/5 Market Position
4/5 Execution Capability

Overall score: 17/20. Top 3% of the target universe. The PSC restructuring into a holding company suggested professional advice was already in play. The early filing suggested accounts were being prepared for external review. The CF director appointment confirmed it.

This was not a company that might sell one day. This was a company actively preparing.

L - Locate

The founding director was identified through Companies House officer records. Cross-referencing with the PSC register confirmed he was the original sole shareholder (now via the holding company). LinkedIn showed a relatively inactive profile, but recent activity liking posts about business succession and retirement planning.

We built the contact profile: direct email from the company website's leadership page, LinkedIn URL, and context on his background (ex-Fujitsu, started the MSP after leaving corporate IT in his late 30s, now 58).

S - Start

The first touch was not about acquisition. It was a brief, personalised email referencing the MSP sector in the South West, mentioning a recent cyber regulation change, and offering a copy of our sector analysis.

He replied within four hours.

The second touch referenced his company specifically and mentioned we were having conversations with several MSP founders about what the next few years look like for the sector. He agreed to a call.

On the call, within ten minutes, he volunteered that he was "exploring options." He had been approached by two brokers but had not signed a mandate because he did not want a public process. He wanted a discreet, targeted conversation with a serious buyer.

"You were the only people who contacted me who actually knew what was happening."

23 days from signal detection to client introduction. Currently in exclusivity.

Key takeaways

  • Signals cluster. One PSC change is noise. Three signals in one quarter is a story
  • Timing matters. We reached the founder while he was still exploring, before he signed with a broker
  • Specificity wins. The thesis produced 134 companies, not 5,000. That made it possible to spot the signal cluster
  • Lead with value. The first email was about their sector, not our mandate. That is why he replied
  • Public data is enough. Every signal came from Companies House. No proprietary database, no insider information

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