Due, Grant Thornton and Oury Clark assist shareholders sell UK-based cleaning services company

About the Target Company

The target company specialises in providing contract cleaning services tailored to the needs of public sector clients in the UK, including universities and schools, ensuring clean, hygienic, and safe learning environments through regular and deep cleaning programs delivered by trained professionals.

Proposed Transaction: 100% share sale of Holding Company. Due was used to analyse change of control restrictions in customer contracts.

How the sale ran on Due

Transaction structure informs the whole process. Permissions are customised based on the due diligence stage and buyer identity, and the buyer reviews documents in Due rather than a third-party platform.

• Step 1 — Setting up the data room: after sign-up, the seller created a project workspace, invited their internal team, legal and corporate advisors, then imported the Due data room index and uploaded documents into the relevant folders.
• Step 2 — Change of control analysis: identified 2 customer contracts at risk of termination and 1 customer contract requiring consent.
• Step 3 — Generate a DD report: a custom report was generated from document review findings, customised in a no-code template editor, and exported to Word and PDF for sharing with the client.
• Step 4 — Access controls implemented: document and folder-level permissions applied based on the DD phase, with separate folder structures for different bidders. The sell-side and advisors could see who viewed which documents, when and for how long.
• Step 5 — Responding to RFIs: scattered email threads were eliminated, bidders classified RFIs by category to auto-assign to the right sell-side team member, and duplicate RFIs were detected automatically.

Our top tips for sell-side M&A

• Automate document review to speed up the sale
  • As the seller, your goal is to keep fees to a minimum as this will maximise your proceeds of sale. In this transaction, the seller used the Due Platform to review the top 10 customer contracts for change of control restrictions. This was provided to Grant Thornton so they could inform the bidders.
  • This saved the seller around $50k and was completed in 1 day instead of around a week for a law firm to conduct this analysis and prepare a report.
• Use standard templates to reduce advisor fees
  • The seller used the following Due templates to set up the data room, saving the cost of using an advisor of around $25k: data room index, initial data request list, and change of control report.
• Start using the RFI functionality from the beginning
  • The VDR was set up after bidder discussions started meaning this email correspondence will need to be imported into the VDR later which can take time and result in lost information. By setting up the VDR before bidder discussions start, all deal team members (not only the corporate advisor) can keep updated on deal progress.
• Select a VDR that supports buy-side DD in one integrated platform
  • Most VDRs don’t support buy-side due diligence. This means that the buyer has to review documents manually or download the seller’s documents and upload them into another review platform, creating the risk of security breaches and delaying the due diligence process.

5 steps to sell your business

Due connects sellers to buyers in one integrated workspace — no integrations required, avoiding duplicate RFIs and protecting confidential data.

Next steps

Do you have a company or business to sell? Contact us today to save thousands on your due diligence costs. Are you an advisor wanting to grow your revenue? Let us show you how advisors such as Grant Thornton UK and Oury Clark Solicitors are using Due to expand their business.