Deal agreed sense check
Deal agreed? Get it sense checked before you sign.
A short, independent review of the price and payment structure you have agreed — for buyers and sellers alike — delivered as a written report in 3 working days for a fixed fee of £495. Before the solicitors start drafting and the diligence bills start landing.
Independent.We don't sell businesses. No success fee.
- 1,000+ UK business valuations
- 17 years of brokering & valuing experience
- Fixed fee from £495 — no hourly billing
- Report delivered in 3 working days
£495, 3 working days. Legal drafting and financial due diligence on an SME deal typically run £5,000–£25,000+. Spending £495 to find out whether the deal is worth doing is the cheapest hour of the transaction.
What a sense check is — and what it isn't
You've shaken hands. There's a number, and there's a structure: some cash on completion, some deferred, perhaps an earn-out, perhaps a retention or escrow, perhaps a consultancy period. The next step is heads of terms or a letter of intent, then exclusivity, then diligence and lawyers.
A sense check sits in the gap. It is an independent review of the terms already agreed: whether the price is supportable, what the structure is genuinely worth in present-day money, and which clauses will quietly move value away from you between signing and completion. It is not due diligence — that verifies the records in detail, later, at far greater cost. It is the check you do before committing that budget.
Why it's worth it before diligence and legal spend
- —It is the cheapest point in the deal to change your mind. £495 now against £5,000–£25,000+ of diligence and legal fees on a deal that shouldn't proceed.
- —Heads of terms anchor everything. Price, exclusivity, diligence scope, escrow, earn-out mechanics and completion accounts all flow from what you sign here — and are far harder to move afterwards.
- —Exclusivity has a cost. Once a seller is locked in, negotiating leverage transfers to the buyer. Once a buyer commits, so does their budget. Both sides should know what they are locking into.
- —Headline price is not the deal. A £1.2m offer with £400k deferred over three years and an earn-out the buyer controls is not a £1.2m deal — and most sellers only discover this when the money doesn't arrive.
- —It gives you evidence, not opinion. A written independent report is something you can put in front of the other side, your accountant, your solicitor, your co-shareholders or your funder.
- —It usually pays for itself in one clause. Moving a retention, tightening an earn-out definition or correcting a working capital target is routinely worth tens of thousands.
- —It saves the wasted deal. Roughly speaking, deals that collapse in diligence collapse over something that was visible in the numbers at heads of terms — an unsupported multiple, add-backs that won't survive, or a structure the funder was never going to accept.
What the report covers
A bespoke written report, not a checklist. Typically it includes:
- —An independent view on the agreed price — the supportable value range for the business, and where the agreed figure sits within it.
- —A rebuild of the normalised earnings the price implies, with each add-back tested for whether it will survive a buyer's accountant.
- —The multiple benchmarked against comparable completed UK SME transactions rather than asking prices.
- —A present-value analysis of the payment structure: cash at completion, deferred consideration, loan notes, earn-out and retention, each risk-adjusted and discounted so you can see what the deal is actually worth today.
- —Earn-out mechanics reviewed — the measure used, who controls it, the period, the cliff or sliding scale, protections for the seller and dilution risks for the buyer.
- —Working capital, net debt, surplus assets and completion accounts mechanics — the most common place value quietly leaks after heads of terms are signed.
- —The terms we would push back on, with suggested alternatives and what each is worth in pounds.
- —The questions to ask, and the evidence to request, before diligence starts.
We are a valuation firm. We do not sell businesses, take commission or have any interest in whether your deal completes — which is exactly why the answer is worth reading.
How it works
- Send the terms. The draft heads of terms or LOI, the last two to three years of accounts, current management figures, and any offer letter or valuation behind the agreed price.
- We review it independently. Earnings rebuilt, multiple benchmarked, structure risk-adjusted, mechanics read line by line.
- Written report in 3 working days. Fixed fee of £495. If anything in it needs discussing, we'll talk it through.
This is for you if…
- —You're a seller who has accepted an offer and wants to know what it's really worth before signing heads of terms.
- —You're a buyer who has agreed a price and wants it tested before committing to exclusivity, diligence and legal fees.
- —The structure includes an earn-out, deferred consideration or a retention and you're unsure how to value it.
- —Your solicitor is ready to draft and you want the commercial numbers checked first — they advise on the law, not on whether the price is right.
- —You're a co-shareholder, board member or funder being asked to approve a deal someone else negotiated.
Common questions
What is a deal agreed sense check?
An independent review of the price and payment structure you have agreed in principle, carried out before you sign heads of terms or a letter of intent. We test whether the headline figure is supported by the numbers, what the deal is actually worth once deferred consideration and earn-outs are risk-adjusted, and which terms will cost you money later. It is a written report, delivered in 3 working days for a fixed fee of £495.
Should I get heads of terms reviewed before signing?
Yes, if the price or structure is material to you. Heads of terms are usually non-binding on price but they set the anchor for everything that follows — exclusivity, diligence scope, escrow, earn-out mechanics and completion accounts all flow from them. Renegotiating after signing is far harder and far more expensive than getting the terms right first.
How much does a heads of terms or LOI review cost?
£495 as a fixed fee, with the written report delivered in 3 working days. That sits before the far larger costs of legal drafting and financial due diligence, which typically run from £5,000 to £25,000 or more on an SME transaction.
Is a deal review the same as due diligence?
No. Due diligence verifies the target's records in detail and happens after heads of terms are signed. A sense check happens before, and asks a different question: is this price and this structure sensible enough to justify spending the diligence and legal budget at all?
Can a buyer use this as well as a seller?
Yes. Buyers use it to test whether the agreed multiple and the seller's adjusted earnings stand up before committing to exclusivity and diligence costs. Sellers use it to test what the headline price is really worth after deferred payments, earn-out conditions and working capital mechanics.
How is the value of an earn-out assessed?
By looking at the probability of the targets being met, who controls the levers that determine them, how the measure is defined (revenue, EBITDA or profit before tax), and the timing of payment. A £1.2m headline with £400,000 in an earn-out tied to profit the buyer will control is not a £1.2m deal, and we set out what we think it is worth.
Be sure before you sign.
An independent written review of your agreed price and structure in 3 working days, fixed fee £495.
Independent.We don't sell businesses. No success fee.
- 1,000+ UK business valuations
- 17 years of brokering & valuing experience
- Fixed fee from £495 — no hourly billing
- Report delivered in 3 working days