BK Plus: the investor's shares cost £47,951 and its loan notes £14.8m

The problem

An accountancy practice that buys other practices runs out of its own money long before it runs out of targets. BK Plus had made 12 acquisitions in two and a half years.¹ At March 2023 it had £2.14m of HSBC bank loans.¹⁸

Shaun Knight, the chief executive, said the new debt package "will enable us to continue to rollout our growth strategy nationally".¹ The accounts are plainer: "This investment will allow the group to accelerate the buy and build strategy".⁶ In the same month the ICAEW reported that "consolidation among smaller firms is beginning to attract more PE investment".²⁷

Owners in that position keep asking us the question this deal answers in filed documents. How much of the business do you keep, and what does the investor get for its money?

The business and its founders

David Baldwin and Shaun Knight were "former directors of the accountancy group Baldwins".¹ In 2016 Baldwins, then with "27 offices across the UK employing c. 650 people", joined Hg-backed CogitalGroup.²⁶ They had seen a private equity deal before.

The company was older than the business. BK Plus Limited was incorporated in July 2015 as OSCM Limited, filed dormant accounts to July 2020 and took its present name in February 2021.²⁰ Before the deal its 75 A ordinary shares were held 25 each by David James Baldwin, John Arthur Baldwin and Shaun Lee Knight. Eleven others held small classes, most of them non-voting.¹⁹

Turnover in the year to March 2023 was £8.50m, up from £5.08m, with operating profit of £1.04m and 124 staff.¹⁸ By the deal the group had "over 10 offices and approaching 300 staff".¹

The chart sets the company's four stages against its turnover and the debt that arrived with the deal.

The deal

Completion was on 16 September 2023. That day the articles were adopted, the shares allotted, both debentures signed and BK Plus Limited sold to the new Bidco.^6,7,10,13,14

The investor, Palatine Private Equity, was founded in Manchester in 2005 and "focuses on strategic buy and build investments".⁴ Its fourth fund closed on £220m in May 2021, and its managing partner said its buyouts typically took equity tickets of £10m to £30m.²⁵ Knight said the founders chose Palatine because it "shared our ambition, philosophy, values and passion".¹

The price for 100% of BK Plus Limited was £24,581,216. Of that, £13,087,417 was paid in cash and £11,493,799 by issuing loan notes to the sellers.⁶ At the European Central Bank's rates for 15 September 2023, the price was about $30.5m.²⁸

Irwin Mitchell acted for BK Plus and the founders, and Gateley for Palatine.^1,3 Gateley's Mike Ward was appointed chairman as part of the deal.³

On our arithmetic, the price plus the borrowings, overdraft and leases BK Plus brought with it gives an enterprise value of about £28.6m. That is 3.4 times turnover for the year to March 2023.^6,18 That base is low, because BK Plus bought four more firms between June and September 2023.¹⁸

The vehicle chain

The structure has three levels and no Midco.^11,17,20

• Project Crown Topco Limited, incorporated on 9 May 2023, holds the shareholders: Palatine's funds, the founders, the other sellers, the managers and an employee benefit trust.¹¹
• Project Crown Bidco Limited, wholly owned by Topco, issued the loan notes and borrows under the Shawbrook facility.^10,16,17
• BK Plus Limited, the trading company, is wholly owned by Bidco and cross-guarantees the bank debt.^6,18

Bidco's accounts carry the bank loans and the loan notes, and Topco has no borrowings of its own.^5,16 Shawbrook has charges against all three companies.¹² Our read is that putting the debt in Bidco keeps every lender one step closer to the cash than the shareholders. The filings do not give the reason.

Project Crown Trustee Limited, incorporated two days before completion, is trustee of the employee benefit trust and holds 5,780 shares.^8,23 The audit business sits outside the chain. The group holds 49% of BK Plus Audit Limited, and an individual holds the other 51%.^5,21 The Companies Act requires a firm that can be appointed auditor to be "controlled by qualified persons".²² We think that rule explains the split; the filings do not say so.

The money in

At completion about £26.24m of new money came in from Palatine, Shawbrook and the managers, roughly $32.6m. With the sellers' rolled notes, about £37.74m sat in the structure, roughly $46.8m. Both are our calculations.^6,14,28

Senior debt. By March 2024 Shawbrook had lent £10,285,000 on a six-year term loan and £1,000,000 on a rolling credit facility, at "6% above SONIA, however this is subject to change based on the amount of leverage in the business".^5,6 The term loan is interest only, with the capital repaid in September 2029.⁵ Shawbrook's Financial Sponsors team arranged it.²

Investor loan notes. Palatine took £14,828,249 of "10% secured fixed rate A loan notes" of Bidco.¹⁴ They "accrue annually compounding interest at 10% and are repayable in March 2030".⁵ Their security is subordinated by an intercreditor agreement to "certain other secured creditors", meaning the bank.¹⁴

Vendor loan notes. The sellers' notes came from a £12m instrument of 10% B notes, secured under the same trustee.¹⁴ A junior intercreditor agreement, not public, sets how the A and B notes rank against each other.¹⁰

On the same day some B notes were swapped for Topco shares under a put and call option with "Shaun Knight and others".⁷ On our arithmetic £95,018 was exchanged. That leaves £11,398,781 of B notes, which plus £615,222 of interest equals the £12,014,003 owed at March 2024 to the penny.^5,6

Ordinary shares. Topco issued 100,000 shares in six classes. Palatine paid £1 each, the B and C shares were issued at £1 each for exchanged notes, and the D shares at £9.35.^6,7 Of Palatine's money at completion, 99.7% went into notes (our calculation).

Who owns what

The confirmation statement of 8 May 2024 lists every holder.⁸

Knight holds 14.91% (his B1 and D shares) and Baldwin 11.92%, so the two founders hold 26.83%. The former BK Plus shareholders, the B and C classes, hold 37.05%. These are our sums.⁸ John Arthur Baldwin does not appear in the Topco registers, and the filings do not show how the price was divided among the sellers.^8,9

In December 2025 Topco bought back 1,500 D shares at £9.35 and cancelled them. On the 98,500 shares left, the A shares are 48.7% (our calculation).^9,15

How control works

Each share carries one vote, so the other shareholders together outvote Palatine.^8,10 The articles take the decisions that matter out of the vote.

Palatine, as Lead Investor, must consent to changes in share capital or the constitution, distributions, new security, appointing directors and auditors, an exit, every acquisition or disposal, and a material change of business.¹⁰ In a group that grows by acquisition, consent over each acquisition is consent over the strategy.

Holders of "not less than 50% in number of the A Ordinary Shares" can drag every shareholder into a sale. Palatine holds all the A shares, so it can force an exit alone.¹⁰ A tag along protects the others if the investors sell more than 50%.¹⁰

Palatine can appoint two non-executive Investor Directors and remove the chair. On a vote to remove either, the A shares carry one vote more than 75%.¹⁰ Richard Thomas, who leads Palatine's Midlands office, and Thomas Hustler joined the Topco board on completion day.^5,23,24

In a Default Event, such as a likely breach of the bank documents or late payment on the notes, the non-A shares lose their votes on the Lead Investor's direction.¹⁰ We think such clauses are usual in buyout articles. Nothing in the record suggests one has been used here.

The founders have protections too. New equity is offered pro rata unless Investor Consent and Manager Majority Consent agree otherwise.¹⁰ Manager Majority Consent means more than 50% of the B shares, which in practice is Knight and Baldwin (our reading).^8,10 Class rights can be varied only by that class.¹⁰

The contrast with another accountancy roll-up is sharp. At Wilson Partners' Topco in July 2026, the sponsor's A1 class carried 75.01% of the votes and the founder held about 2.6%.²⁹ At BK Plus the investor's control comes from contract, with less than half the shares.^8,10

The debt since

The money went on practices. The group bought three firms between December 2023 and March 2024, eight more in the year to March 2025, and five in April and July 2025.^5,6 The largest that year, 4GP / Cornerstone Glasgow, cost £5.47m, of which £1.16m was deferred and £0.99m contingent.⁵

Turnover reached £25.9m in the year to March 2025, with 401 staff on average.⁵ Shawbrook's drawn debt doubled to £22.11m, about $27.4m at the 2023 rate.^5,28 It has taken further security five times since August 2024.¹²

"Shareholders also invested £3m into the business during the year".¹⁶ Palatine's balance rose from £15.63m to £20.28m, of which £1.65m was interest, so on our arithmetic the £3m came in as A notes.⁵ The sellers' B notes grew only by interest, to £13.22m.⁵ Bidco owed £33.50m on loan notes in all.¹⁶

The interest charge for the year was £5.26m, of which £2.85m was mostly loan-note interest, but only £1.90m was paid in cash.⁵ Operating profit was £0.74m after £2.08m of integration costs, and the group lost £4.48m.⁵ On our reading, the loss comes mostly from note interest that is accrued rather than paid, and from amortising £49.0m of goodwill over 20 years.⁵

Our arithmetic gives an effective bank rate of about 11.3%. Earnings before interest, tax, depreciation, amortisation and exceptional items were about £5.32m, so bank debt was about 4.2 times earnings and all borrowings about 10.5 times.⁵ Both understate earning power, because eight acquisitions were in for part of the year. Neither is the covenant measure, which is not public.

No exit or refinancing is on public record.

What we do not know

• How the cash and notes were divided among the sellers.
• How the B notes are split among holders, and how they rank against the A notes.
• The Shawbrook facility's committed size, the covenants and the steps of the margin ratchet.
• The follow-on loan notes Palatine committed for acquisitions under the investment agreement.¹⁰
• Why the A, B and C shares were issued at £1 and the D shares at £9.35.
• BK Plus's earnings at completion, and so the entry multiple.
• Clearwater International's role; it lists the deal among its transactions.³⁰
• Results after March 2025.

What a founder can take from it

The question owner-operators planning a buy-and-build keep asking us is simple. How do I structure a roll-up so that I keep a meaningful stake, and what does an investor really get?

Why the investor's money is mostly notes. Palatine put £14,828,249 into loan notes and £47,951 into shares.^6,14 The notes take a fixed 10% a year ahead of every shareholder. The shares, with almost no money in them, cost £1 each. This is sweet equity: ordinary shares made cheap enough for founders and managers to hold a large slice.

Per share, the founders paid what Palatine paid: £1, in exchanged notes.^7,8 That is how two founders whose company sold for £24.58m still hold over a quarter of its parent.

The coupon rolls up. On our arithmetic, £1 of note issued in September 2023 is owed as £1.86 by March 2030. On £33.50m of notes, the interest adds about £3.4m in the first year and £4.1m in the third. The bar the ordinary shares must clear rises every year.

What 26.8% is worth. At £9.35 a share, all 100,000 ordinary shares came to £935,000, against £26.2m of loan notes at completion (our calculation).^5,7 No dividend is paid "until all the Loan Notes have been redeemed in full", and the exit value excludes money used to repay "bank debt or other borrowings (including the Loan Notes)".¹⁰ A founder's percentage is a share of what is left.

A simple waterfall. The table is our illustration, not a forecast or a valuation. It assumes a sale on 31 March 2028 at three round values, with no new debt, repayments or notes after March 2025. Shawbrook's interest is paid in cash, and the notes compound at 10% from their March 2025 balances.^5,16 It ignores cash, deferred consideration, leases, fees, tax and leavers, and uses the completion percentages.

At £60m the notes would receive £37.9m against £44.6m owed, in an order the filings do not give. The shares receive nothing below about £66.7m. Above it, every extra £1m adds £268,000 to a 26.8% stake.

At £80m Palatine's notes and shares come to about £33.4m, against £17.9m put in. At £100m, about £43.0m. Most of it is the notes, which are paid whether or not the shares are worth anything.

The sellers also hold value in two places. Their B notes, £17.6m in this illustration, rank with the investor's ahead of every share.¹⁴ Value the rolled notes and the shares separately, then add them.

The management pool. The D shares are 15% of the equity and cost £9.35 each.^6,7 The trust's 5,780 we take to be a pool for people who join later.⁸ Their value depends on leaving well: C and D Good Leavers get cost price, Bad Leavers the lower of cost and fair value, and Very Bad Leavers £1 in total.¹⁰

Control with a minority. Palatine holds less than half the shares and controls every acquisition, the exit and the board.¹⁰ A founder can keep a quarter of the equity, a veto on dilution and their class rights, and still not decide when the business is sold. We would negotiate the consent list and the drag threshold as hard as the percentage.

The percentage is the number founders announce. The notes, the coupon and the consents decide what it is worth.

Cite as: “BK Plus: the investor's shares cost £47,951 and its loan notes £14.8m”, Norvian Review, 16 October 2026.