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Price Bailey supports successful acquisition

Downing LLP aquires Downing Care Homes Holdings Group

Case study

About Downing LLP

The Price Bailey Strategic Corporate Finance and Tax teams have supported Downing LLP in its successful acquisition of Downing Care Homes Holdings Group (t/a Downing Care) through the provision of due diligence and deal structuring services. Downing Care is a group of specialist residential homes for adults with physical and learning disabilities, epilepsy and autism. The award winning group currently has four care homes based across Hampshire and Surrey.


Price Bailey were engaged to provided Financial due diligence (FDD) and Tax due diligence (TDD) services for the Holding company and all subsidiaries. Reporting on a ‘red flag’ basis, we conducted a review of trading, with an emphasis on considering any historical and ongoing impact of the COVID-19 pandemic on performance, evaluating the accounts and normalised working capital position, corporation tax computations and assessing VAT status. In addition, we provided advice on the structuring of the transaction and mitigating tax on equity incentives for an incoming member of the management team who was bought in as part of the transaction, to sit alongside Downing representatives on the Board of Directors.

Unlike many Private Equity deals, this deal had the benefit of the acquirer already being familiar with the target business as 50% of the shares in Downing Care were owned by Downing 1 VCT Plc. – a fund managed by Downing LLP. Consequently, the scope of our work was tailored accordingly, in light of the buyer’s familiarity with the business; focussing more on areas to which they didn’t already have regular visibility.

David Holland, Investment Manager for Downing LLP commented “We are pleased to have completed our acquisition of Downing Care and look forward to continuing our support of the business for many years to come. We would like to thank Stephen Reed and the team for their support in making this transaction a success and for being able to adapt to our needs as the deal developed.”

Stephen Reed, Strategic Corporate Finance Partner at Price Bailey said “We are very happy to have assisted in the Downing Care transaction with David and the team. The group provides an outstanding and much-needed service to communities across Hampshire and Surrey, and it’s fantastic to see Downing LLP’s continued interest and support in the sector.” 

Steven Butcher, Senior Tax Manager at Price Bailey added “It was great to be involved in this transaction and supporting David and the team in ensuring they reached a beneficial outcome for all parties involved. We look forward to working with them on future opportunities.”

Price Bailey’s approach to due diligence means that we are able to easily adapt to the changing needs of clients, as more information becomes available. The ‘red flag’ approach to reporting and provision of interim feedback means that we can support funders and buyers to quickly determine whether the deal is commercially viable or not – giving everyone peace of mind. 

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