Silverwave Equity Partners

We institutionalise the lower mid-market.

Institutional-grade finance capability for serial acquirers, search funds and lower mid-market private equity, spanning due diligence, integration, ownership and exit.

Advising acquirers and investors across the United Kingdom.

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Client engagements delivered across the practice.

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Typical diligence turnaround, from data room access to final reports.

£0m

Enterprise value assessed to date.

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Stages, from diligence and integration through to reporting and exit.

The succession wave01 / 9

The succession wave.

Small and medium-sized businesses make up most of the UK's private sector. Many were founded decades ago as owner-managed ventures and have traded through the dot-com collapse, the financial crisis and a pandemic. A generation of the owners who built them will soon need an exit or a succession plan; industry research suggests more than half expect to sell some or all of their stake within the next decade. Businesses that have survived three downturns are worth acquiring, and proper diligence is how that resilience is verified rather than assumed.

0.7m

small and medium-sized businesses in the UK, 99.9% of the entire private sector.

Gov.uk Business Population Estimates 2025
0%

of all private sector employment sits within SMEs, some 16.9 million people across the country.

Gov.uk Business Population Estimates 2025
£0.8tn

in annual turnover runs through UK SMEs, around half of the nation's economic output.

Gov.uk Business Population Estimates 2025

The scale above is the opportunity, and the timing sharpens it: with cheap debt gone, returns are earned by buying well and improving what is bought, and many retiring owners are choosing a successor for the business rather than simply the highest bid. The condition of these businesses is the challenge: most have never faced institutional scrutiny, earnings carry owner add-backs that have never been tested, revenue is rarely recognised to the standards a buyer must apply, and management information stops at the statutory accounts. Until quality of earnings is established, neither the price nor the growth story can be evidenced. That is the work due diligence exists to do, and the finance function that follows protects the value it establishes.

What we do02 / 9

One firm across the whole lifecycle.

Most advisers cover a single stage. Diligence providers step away at completion; accountants arrive afterwards and inherit a position they had no part in scoping. We work across the lifecycle, so where we conduct the diligence, those findings can inform the integration plan and the reporting that follows.

Stage 01

Diligence

Financial and tax due diligence delivered together. Quality of earnings, working capital, net debt and historic tax exposure, examined by one team to a single timetable.

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Stage 02

Integration

The first hundred days. Inherited data corrected, the ledgers standardised, governance installed and the finance function stabilised.

Stage 03

Reporting

Board-level management information prepared for investment committees and lenders. Covenant compliance, cash flow forecasting and defined KPIs, delivered to a fixed monthly timetable.

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Stage 04

Hold & Exit

Records and tax position kept to diligence standard for as long as you own the business, whether you hold for the long term or sell. When an exit does come, the buyer's diligence confirms the position rather than uncovers it.

Diligence03 / 9

Financial and tax, from a single engagement.

Financial and tax diligence answer different questions and are issued as separate reports. We run them from one engagement and one review of the target's records, with the tax workstream drawing on the returns and computations alongside the financial data, so findings that cross the line between them are caught before issue: an exposure that belongs in the net debt bridge, a provision that changes the working capital position, a treatment that a lender's credit committee will test. The two reports reconcile, rather than reaching you as separate views to join up yourself.

FDD

Financial Due Diligence

Deliverable: financial due diligence report

An offer is priced on the seller's numbers. Diligence establishes whether they hold. We rebuild earnings, working capital and net debt from the underlying ledgers, test every material figure against evidence, and deliver the analysis on which the price, the funding and the SPA negotiation all rest.

  • Quality of earnings: EBITDA normalised across multiple years on consistent accounting policies, with every owner add-back tested against documentary evidence and one-off, non-trading and related-party items isolated
  • Quality of information: the numbers rebuilt from the ledger up, so every finding rests on transaction-level data rather than management's summaries
  • Trading and margin analysis: revenue recognition and cut-off, a price, volume and mix margin bridge, and customer and supplier concentration tested at transaction level
  • Cash and working capital: a normalised working capital peg from monthly data, the full cash conversion cycle mapped, and billing, debtor collection and payment practices analysed
  • Net debt and balance sheet: a bridge to enterprise value distinguishing definitive adjustments from judgemental ones, with key balance sheet items reconstructed and tested, covering trapped cash, deferred consideration, dilapidations, pension and lease obligations
  • Forecast, synergies and sensitivities: projections reconciled to the historical run-rate, cost synergies tested against the acquirer's own thesis, and scenario and sensitivity analysis run against downside cases and covenant headroom
TDD

Tax Due Diligence

Deliverable: tax due diligence report

Historic exposures quantified and evidenced, the risks worth a warranty or a specific indemnity identified, and the acquisition structured with relief on the eventual exit already in view.

  • Corporation tax: open years and enquiry risk, availability and streaming of losses, group relief, transfer pricing, and whether provisions in the accounts are adequate to cover the exposure
  • Employment taxes: PAYE and national insurance compliance, off-payroll and IR35 status, P11D and benefits reporting, employment-related securities, national minimum wage exposure, CIS where relevant, and any historic settlement risk
  • VAT and indirect: registration and liability position, partial exemption method, historic errors, and the disclosure position with HMRC
  • Stamp taxes, property and allowances: SDLT on prior transactions, capital allowances identified and pooled, and the treatment of land and buildings
  • Structuring and covenant: acquisition structure and funds flow, deductibility of interest, management incentives and EMI, and the tax covenant and warranty position taken into the SPA
  • Day-one compliance: where anything has been misreported, the report sets out the practical steps, registrations, filings and disclosures required to put it right from completion, so you take ownership with the HMRC position already in hand

Two reports, prepared by one team

Financial and tax due diligence are issued as separate reports, as lenders, insurers and solicitors expect. Both are prepared by the same team from the same underlying data, so the findings are consistent before either report is issued: a tax exposure that affects the earnings position is reflected in the financial analysis, and adjustments with tax consequences are carried through to the tax report. A single issues log supports the SPA negotiation, on a single timetable.

The lifecycle04 / 9

Supporting you through the J-curve.

The level of our involvement varies across the period: focused before completion, heaviest in the months after it, and steady as the platform grows toward exit.

Value through the hold period Pre-deal & LOI
SURPLUS DEFICIT
LOIDiligencePost-CloseHoldExit

Commercial read and structuring, before a price is committed.

Stage 01 · Pre-deal & LOI

Commercial assessment before terms are agreed.

The decisions with the greatest bearing on value are taken before an offer is on the table. We work through the investment thesis, the shape of the deal and the structure with you, so the letter of intent is informed by a clear view of value and risk rather than committing you to a number you later have to defend.

  • Commercial and red-flag review
  • Deal structuring and funds flow
  • Valuation and pricing input
  • LOI and heads of terms support

Stage 02 · Diligence

Financial and tax due diligence within the exclusivity window.

With heads of terms agreed, both workstreams move to full diligence. This is the detailed examination that stands behind the price and the funding, with earnings rebuilt, working capital normalised and the historic tax position quantified, delivered as two reconciled reports within the exclusivity period.

  • Quality of earnings and net debt
  • Working capital normalisation
  • Historic tax exposure and structuring
  • SPA protections: warranties, indemnities and the tax covenant
  • Funds flow and completion mechanics
  • Reports addressed for lender reliance

Stage 03 · Post-close

Stabilising the business after completion.

Legacy issues surface and the inherited finance function comes under strain. This is the most resource-intensive phase of the relationship. Where we conducted the diligence, we already know which records are unreliable and where controls were absent, so remediation can begin without a further discovery exercise.

  • Correcting inherited data
  • Ledger and chart of accounts standardisation
  • Opening balance sheet and completion accounts
  • Installing governance and financial controls
  • First investor-grade reporting pack
  • Systems migration

Stage 04 · Hold period

Consolidating the platform through the hold.

With the fundamentals established, attention moves to making the platform measurable and investable. Reporting becomes routine, bolt-on acquisitions are integrated against an established template, and the financial evidence supporting your target multiple accumulates through the hold.

  • Automated reporting and defined KPIs
  • Cash and working capital controls
  • Covenant compliance and lender reporting
  • Bolt-on diligence and integration
  • Buy-and-build modelling
  • Tax structure maintenance

Stage 05 · Exit

Preparing the business for exit.

Most value is lost at exit, not created: every unexplained number in a data room becomes a price chip, and every gap in the records becomes a warranty a seller must give. Because the books have been kept to diligence standard throughout the hold, the data room is ready when the process starts, the growth story is evidenced rather than asserted, and a purchaser's advisers meet a position that has already been scrutinised.

  • Diligence-grade record keeping
  • Vendor due diligence
  • Group structuring ahead of sale
  • Tax-efficient exit planning
  • Valuation narrative support
  • Completion accounts and SPA input
Reporting05 / 9

Reporting built for boards and lenders.

Inherited finance functions tend to produce statutory information that is accurate but arrives too late to inform decisions. An institutional reporting pack answers the questions an investment committee or a lender will ask, and arrives to a timetable you can plan around.

Because we prepared the opening balance sheet and understand which figures were most sensitive at acquisition, the monthly pack is built around the exposures that mattered in your investment case rather than a standard template.

Monthly

Board reporting pack

Profit and loss, balance sheet and cash flow with commentary, variance against budget and a rolling forecast.

Monthly

KPI reporting

The operational measures underpinning your investment case, defined once and tracked consistently across the portfolio.

Quarterly

Covenant compliance

Leverage and cover ratios calculated on facility definitions, with headroom analysis and early warning of pressure.

Weekly

Cash flow forecasting

Thirteen-week liquidity forecasting, so working capital movements are anticipated rather than reported after the event.

Ongoing

Investor reporting

Prepared to the format required by your investors, funders or co-investors rather than to ours.

Annual

Statutory and tax

Accounts, corporation tax and filings prepared by BSA LLP, our chartered accountancy practice, and reconciled to the management information you have received throughout the year.

Who we work with06 / 9

The deal, and everything after it.

Sound diligence secures the right price on the right terms. Whether the acquisition ultimately delivers depends on what follows: the integration of the business, the quality of information reaching the board, the discipline of lender and covenant compliance, and the statutory obligations beneath all of it. We do both the diligence and what follows, so the team that established the numbers at completion is the same team producing them throughout the hold.

01

Serial acquirers & holdcos

By the third or fourth deal the constraint is no longer finding businesses but absorbing them. We integrate each business onto a single ledger and reporting structure, run the consolidated reporting and keep the platform investable as it grows, with diligence on new targets templated to your thesis so each deal moves faster than the last.

02

Traditional search funds

Your investors backed a thesis and the board will hold you to it from the first quarter. We stand up the finance function from completion and produce the board-level MI and reporting that reconcile to the case they underwrote, with acquisition diligence that stands up to their scrutiny going in.

03

Self-funded searchers

You have stepped out of a stable career to buy one business, with a personal guarantee standing behind the debt. It is the largest financial decision you will make, and it is made once, with no portfolio to absorb a mistake. We put institutional diligence behind that decision, then steady the numbers through the first hundred days and run the controls, reporting and covenant compliance your lender expects while you operate the business.

04

Independent sponsors

With no committed fund you are judged deal by deal, and it is the reporting after completion that persuades capital to follow you again. We deliver investor updates, debt compliance and portfolio MI to an institutional standard, underpinned by diligence your backers can rely on going in.

05

Lower mid-market private equity

Your deals sit below the size a national firm staffs with a partner, yet carry the same reporting burden. We standardise finance across the portfolio: one chart of accounts, one KPI framework and one month-end timetable for every company, with covenant reporting the lenders trust and diligence at entry held to the same standard, so each new acquisition lands on an established platform rather than starting from scratch.

06

Vendors & family offices

A buyer's advisers will test every number, and anything unexplained becomes a discount. We keep the books to diligence standard through the hold and prepare vendor diligence that answers those questions in advance, and we run the same reporting and compliance for family offices holding businesses directly.

Leadership07 / 9

Every engagement is senior-led.

The person who scopes the work is the person who performs it and presents the findings. Financial and tax capability sit alongside one another rather than in separate practices.

Oliver Hill

Oliver Hill

Director, ACA · Financial

Oliver leads financial due diligence, post-acquisition integration and reporting. His background is in institutional fund finance, with responsibility for liquidity, statutory reporting and financial control across pan-European real estate portfolios of approximately €4.5bn in assets under management. The firm's approach to reporting is drawn from that background.

Samuel Baldwin

Samuel Baldwin

Director, ACA · Tax

Sam leads tax due diligence and structuring. He has spent over ten years advising private equity, real estate, hedge funds, family offices and entrepreneurial investors on acquisition structure, historic tax exposure, management incentives and profit extraction, and works extensively across the entrepreneurship-through-acquisition ecosystem.

Two practices

Strategy and compliance, kept distinct.

Silverwave and BSA LLP are separate practices with separate remits, and clients engage either on its own. Silverwave is the transaction and strategic finance capability, the work that shapes a deal and the years that follow it. BSA LLP is a chartered accountancy practice running the compliance layer to the standard that work depends on. Where both are engaged, the advisory position and the underlying records are aligned from the outset rather than reconciled after the fact.

Silverwave Equity Partners

Strategic finance and transaction advisory

Senior-led work on the decisions that determine returns: what a business is worth, what it will cost to own, and what the numbers need to show at exit.

  • Financial and tax due diligence
  • Acquisition structuring and funds flow
  • Valuation and pricing analysis
  • Post-acquisition integration
  • Investor-grade reporting and board information
  • Exit readiness and vendor due diligence
BSA LLP

Chartered accountancy and compliance

A chartered practice regulated by the Institute of Chartered Accountants in England and Wales, handling the compliance layer beneath the advisory work and the tax planning that sits alongside it, across both corporate and personal positions.

  • Statutory accounts and group consolidation
  • Corporation tax compliance
  • Holistic tax planning, corporate and personal
  • VAT, payroll and employment taxes
  • Company secretarial
  • Audit liaison and year-end support
Common questions08 / 9

Questions we are asked most often.

If something you need to know is not addressed here, raise it on the first call and you will receive a direct answer.

Yes, and many clients do. The diligence engagement stands on its own and is priced on its own. The integration and reporting services exist because acquirers frequently ask us to continue after we have spent several weeks working through a target's records, not because the diligence fee assumes it.

Yes. The two workstreams are scoped separately and either can be commissioned on its own, which is common where you already have a tax adviser instructed. Where both are taken together the fee is lower than instructing two firms, because the underlying records are reviewed once and the findings are reconciled between the reports before issue.

Fees depend on the size of the target, the quality of its records and the workstreams required, which is why we scope before quoting rather than publishing a rate card. What we commit to is a single fixed fee covering both workstreams, agreed in writing before work begins. Where scope changes materially, we raise it before undertaking the additional work rather than afterwards.

Frequently, yes. Three weeks is our standard timetable from data room access to final reports, assuming the target responds to the information request promptly. We have delivered against considerably tighter exclusivity periods, generally by concentrating scope on the workstreams that most affect price. Set out the deadline on the first call and we will tell you whether it is achievable, including where it is not.

Yes. Reports are issued with reliance addressed to funders where required, and we engage directly with debt providers during the credit process, attending credit committee where that is useful and responding to follow-up questions until facilities are agreed. Reliance arrangements are confirmed in the engagement letter before work begins, so there is no question over the position at the point the report is issued.

On a large transaction, a national firm is often the right choice. In the lower mid-market the position changes: engagements are scoped by a partner but delivered by junior staff, fee structures are calibrated to considerably larger deals, and financial and tax sit in separate practices with separate budgets and no obligation to reconcile their findings. Our model is senior-delivered and integrated across both disciplines. That is an advantage below a certain transaction size, and we will say so where your deal sits above it.

Then the work has served its purpose, at a fraction of the cost of proceeding. Our fee is not contingent on completion, so nothing in our position depends on the transaction going ahead. Material findings are communicated at the point of discovery rather than on delivery of the reports, which gives you the maximum time to renegotiate or withdraw.

No. Diligence is undertaken on a fixed fee and remains so, in order that our findings are not influenced by an interest in the outcome. Ongoing finance function support following completion is a separate engagement, scoped and priced separately.

Get in touch09 / 9

Tell us about the transaction.

Send through the teaser or information memorandum and we will set out what we would examine, what it would cost and how quickly we could deliver it.