Branta Advises Successful Acquisition of Paragon by Open Brix
Ensuring Stability and Preserving Value in a Complex Market Environment
At Branta, we’re proud to announce our role in the recent acquisition of Paragon Scheme Management Services Limited (Paragon) by OpenBrix. Acting as independent evaluators, we were instrumental in assessing the transaction and supporting the completion of this important deal.
This sale ensures Paragon’s continued operation, safeguarding jobs and preserving value during a challenging period.
The Challenge
Paragon, a trusted name in tenant referencing, was facing financial distress and impending administration. The complexities of the transaction arose because the purchaser, Open Brix, involved a connected party under UK regulations. This meant that the deal required rigorous independent evaluation and validation to satisfy insolvency rules.
The Branta team provided the required Independent Evaluator’s Report under the Administration (Restrictions on Disposal to Connected Persons) Regulations 2021, ensuring the sale could progress smoothly and in compliance with legal requirements.
Why This Deal Matters
The acquisition of Paragon brings significant benefits to stakeholders:
- Preservation of Employment: The deal saved 60 jobs, preventing redundancies close to Christmas.
- Continued Service Delivery: Paragon’s vital tenant referencing services remain operational, preserving trust with agents and landlords.
- Mitigating Financial Liabilities: OpenBrix assumed liabilities, including lease obligations and employee contracts, thereby avoiding a costly business shutdown.
The deal was particularly critical as Paragon received alternative bids, including one from a party seeking to acquire intellectual property only. While financially appealing, this bid did not offer the same value for creditors, employees, or ongoing operations.
The Role of Branta
Branta was engaged to provide an Independent Evaluator’s Report as mandated under insolvency regulations. Leveraging our expertise in corporate finance and restructuring, we:
- Conducted an independent review of the transaction.
- Assessed competing bids for their impact on creditors, employees, and the wider business community.
- Supported the administrators, Sandy Kinninmonth and James Prior at FRP, with timely, transparent advice to enable a swift resolution.
Our conclusion was clear: the Open Brix offer was reasonable, fair, and delivered the most favourable outcome for stakeholders.
A Positive Outcome for All
In the end, the transaction was not just a financial success but a pragmatic solution that safeguarded livelihoods and preserved value. This reflects Branta’s commitment to providing practical, results-driven advisory services for UK SMEs navigating challenging transitions.
We congratulate all parties involved, including the administrators at FRP, for their professional handling of this transaction.
Self-Test Questions for Your Business:
- Are you prepared to navigate insolvency rules when dealing with connected-party transactions?
- How would you handle competing offers to ensure the best outcome for all stakeholders?
- Do you have a clear plan for independent evaluations during distressed M&A scenarios?
- Are your financial advisors experienced in safeguarding operational value during a sale?
