Buying a Business Out of Insolvency: How Relationships Can Rescue Value
When a Business is on the Brink, What’s it Really Worth?
In the world of M&A, buying a business out of insolvency can feel more like battlefield strategy than boardroom negotiation. Timelines shrink, emotions run high, and the usual playbook doesn’t always apply. But sometimes, that’s exactly where opportunity lies.
At Branta, we’ve seen first-hand how distressed acquisitions (when done right) can save jobs, preserve value, and give strong businesses a second chance.
This is the story of one such deal, and what it teaches us about navigating insolvency with experience, empathy, and sharp execution.
The Opportunity: When Familiarity Meets Strategy
A seasoned management team approached us with a bold plan; to acquire several local business units they previously helped to run. These weren’t speculative bets: the locations were sound, operations largely intact, and the staff already knew (and respected) the incoming buyers.
In short, there was something worth saving.
But there was a problem. The business was in financial distress, and unless someone stepped in quickly, it risked slipping into liquidation with all the usual fallout: redundancies, asset fire sales, and lost value.
The management team made a commercially sensible offer. It was fair (in fact, above market valuation) and structured to keep operations going and employees in place. There were no other bidders.
But that didn’t guarantee success.
The Blocker: Misaligned Incentives
The insolvency practitioner (IP) initially advising the distressed business took a hard line. From their perspective, the deal didn’t generate sufficient professional fees to justify going down the formal administration route. So they prepared to let the business fall into liquidation and sell off the assets piecemeal.
In other words, jobs would be lost and goodwill destroyed. Just to protect a fee structure.
While this sounds counterintuitive, it’s a reality of UK insolvency law; IPs are officers of the court, but they’re also commercial entities. If a route doesn’t cover costs, they may reject it. Even if it preserves more value overall.
That’s where Branta stepped in.
The Intervention: Relationships That Move the Needle
Enter Antony Fanshawe, Branta’s insolvency specialist. With decades of experience and a deep network within the insolvency profession, Antony understood the levers to pull.
He quickly identified an alternative insolvency practitioner. One with a more pragmatic mindset and a track record of achieving value-preserving outcomes in tight situations.
But it wasn’t a simple switch.
To change IPs, the existing board had to agree. And with stakeholders under pressure, emotions were running high. It took calm negotiation, clear communication, and an insistence on common sense.
Eventually, the change was approved, and the new IP came on board. From there, the deal progressed quickly, but with an important twist; instead of a formal administration, the transaction was completed via a liquidation sale.
Why Liquidation Made Sense
At first glance, liquidation sounds like the death knell of a business. But in this case, it was the cleanest and most commercially viable route. And the only way to get the deal over the line within days rather than weeks.
The key advantages?
- Speed: A liquidation sale can be executed quickly, avoiding a drawn-out administration process.
- TUPE avoidance: In certain liquidation scenarios, the buyer may not be subject to automatic TUPE (Transfer of Undertakings) obligations limiting the risk of inherited liabilities.
- No evaluator’s report required: Unlike some connected party sales in administration, a liquidation sale didn’t trigger the need for an independent evaluator’s report saving both time and professional fees.
- Preservation of value: Assets were transferred as a going concern, allowing operations to resume almost immediately post-sale.
The Result: Value Saved, Jobs Protected
Thanks to swift action, experienced guidance, and a pragmatic approach from the right professionals, the transaction succeeded.
- The business units were acquired in full.
- Employees were retained.
- Operational continuity was maintained.
- Future liabilities were mitigated.
Today, those same business units are working well under new ownership. A testament to what’s possible when deals are guided by insight, not just spreadsheets.
Lessons for Business Owners: Why Distressed M&A is Different
Buying a business out of insolvency is not like buying a healthy company. Here’s what makes it unique and why specialist advice matters:
- Timelines are compressed: Decisions often need to be made in days, not months.
- Stakeholders are under pressure: Directors, creditors, and IPs are often juggling multiple conflicting interests.
- The route matters: Administration vs liquidation vs CVA - each has very different legal, operational, and financial consequences.
- Relationships count: Who you know (and who they trust) can dramatically alter the outcome.
- Liabilities lurk: TUPE, warranties, and creditor risks must be carefully assessed and managed.
What This Means for You
If you’re a management team or business owner considering a distressed acquisition, or facing distress in your own business, this story illustrates the real-world difference that judgement and experience can make. At Branta, we don’t just analyse the numbers. We build the bridges, find the practical solutions, and unlock outcomes that others miss especially when the stakes are highest.
Self-Test: Could You Navigate a Distressed Acquisition?
Ask yourself:
- Do I know the difference between a liquidation and an administration - and why that matters?
- Would I know how to structure a connected party transaction to avoid TUPE risks?
- Could I identify the right insolvency practitioner - one who sees beyond the fee?
- Do I understand how to complete a deal in days, not months without cutting corners?
If not, it might be time for a conversation. We’re here to help you find opportunity in even the most pressured of situations.
Facing a distressed opportunity or challenge? Let’s talk. At Branta, we help SME business owners across the UK protect and unlock value when it matters most - info@branta.co.uk

