Outset and Toppesfield share success

Outset advise Toppesfield, the UK's largest independently owned surfacing business on the next phase of the business' development.

For the UK's largest independently owned surfacing business, Toppesfield, the decision by one of their shareholders to retire meant the team needed to start planning for the next phase of the business’ development.

When they were approached by FM Conway, an existing supplier seeking to strengthen the relationship between the two, the potential synergies were clear from the start.

This was the first engagement Toppesfield had with Outset. Once a headline deal was agreed, it was necessary to get into the detail to agree the structure and commercial terms - all on a tight deadline to minimise any disruption in either business and start building towards the future.​

Help from the Outset

Outset’s team was involved from the start, led by Sean Gorman. Working closely with the majority shareholders and alongside Toppesfield’s Finance Director, he helped negotiate the key terms of the transaction, and worked closely with FM Conway and their legal team. 

Working collaboratively with all parties advisers, the team identified and agreed the focus of due diligence, refining the scope of the exercise to key, industry specific areas. This streamlined the process, enabling the parties to focus on the risks and main agreement terms.

A swift and solid solution

Despite some competing interests and an array of potential scenarios, the issues were considered on a risk basis and narrowed quickly to those which were potentially contentious.  The team also:

• Identified and discussed various risk scenarios with Toppesfield, FM Conway and their legal team, seeking practical solutions to keep things moving.
• Worked through the risks on both sides resulting from having an external minority shareholder.
• Discussed with all parties how this may affect their business relationship, and where any potential conflicting interests might arise. 
• Played a key role in the commercial and legal negotiations, focussing on the outcomes and recognising the importance of putting relevant risks into a real world context.

A Top team

Thanks to the dedication of the Outset team, Toppesfield were able to close the deal in the narrow timeframe required. This positive outcome also strengthened Toppesfield’s relationship with a key supplier, building an exceptional platform for the future of both businesses, with clear benefits on all sides. 

Our thoughts

In a nutshell, here’s what the team at Outset took away from this situation:

• It’s vital that a thorough and contextual assessment of potential risks is made. Even (and especially) if there’s a tight deadline. It’s important to recognise how likely risks are, along with the implications of them should they arise.
• It’s important to keep focussed on the bigger picture, and put things in perspective. All the talk of risks, and potential issues, doesn't mean things are going to go wrong. And it’s important that all parties keep sight of that, and the bigger picture, throughout.

For Outset, a happy client means a job well done. And Toppesfield trusted and respected Outset’s calm, friendly and pragmatic way of doing things. They’re still a regular client and we continue to help them with HR projects and employment issues, along with corporate and commercial matters.