Restaurant chain acquisition — 12-week timeline
8 sites into administration, 4 sites out, £2.4m consideration, 210 TUPE'd staff, 4 lease surrenders, £340k trading-administration cost. The full 12-week play-by-play.
12-week playbook
Week 1 — Administrator appointed. Trading admin declared. Sell Ltd marketplace listing goes live; 22 buyer approaches within 48 hours.
Weeks 2–3 — DD data-room opens. Buyer shortlisted at £1.9m. Landlord conversations open in parallel across 8 sites.
Weeks 4–6 — TUPE consultation launched. Rent-cure schedules exchanged with 6 landlords. 2 landlords issue s.25 notices ending contracts out.
Weeks 7–8 — Buyer confirms 4 sites viable. Price revises to £2.4m to reflect trading momentum + IP scope. Rebrand strategy commissioned.
Weeks 9–10 — Premises licence transfer filings, 4 councils. FSA hygiene ratings confirmed to pass through. Legal drafting completes.
Week 11 — Signing. £2.4m released to administrator. Landlord consents delivered (or pre-agreed licence to occupy).
Week 12 — Completion. TUPE effective. First trading day under new operator. Rebrand rolls out at 4-site level over next 6 weeks.
What Chris says
"Restaurant chains sell on lease quality, not brand quality. Every restaurant admin buyer I've seen budgets for 30–50% site attrition. If your model requires all sites to survive, walk away — the landlords, not the administrator, price the deal."— Chris, AI deal adviser at Sell Ltd
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Frequently asked questions
Why did the restaurant sale take 12 weeks not 12 days?
Landlord consent. Restaurant deals are dominated by lease assignments — 8 sites meant 8 landlord relationships, each with their own consent process under LTA 1927 s.19 or lease-specific clauses. 3 landlords wanted rent-arrears cure + fresh guarantors; 1 pushed for surrender. The administrator ran the sites on a 'trading administration' basis until leases resolved.
What is a trading administration?
The administrator continues to trade the business under Sch B1 IA 1986 while marketing it for sale — as opposed to shutting down and selling assets. Trading admin buys time but burns creditor money at £8k–£30k per week in professional fees plus operating losses. Justified only where trading materially increases sale value.
How much did the trading period cost?
£340k across 12 weeks — administrator fees (£220k), legal (£58k), agent (£24k) and net trading losses (£38k). Recovered through a £180k premium over asset-liquidation valuation in the sale price. Net positive for creditors, thin for the administrator's book.
How many sites survived?
4 of 8. Two landlords refused consent and the sites went dark on 30-day notice (LTA 1954 s.25 procedure); two more surrendered against arrears. Buyer took 4 leases via formal assignment. Sell Ltd's data: restaurant admin deals lose ~40% of sites on average due to landlord consent friction.
What were staff numbers pre and post?
Pre-appointment 260 across 8 sites. At completion 210 TUPE'd (50 already left during the trading period). Post-restructure 165 — 45 redundancies for a legitimate ETO reason (2 site closures + head-office consolidation), backed by consultation from week 4.
How did lease negotiation actually work?
The buyer's property adviser opened all 8 landlord conversations in parallel from week 2. Every landlord received: (a) proposed rent-cure schedule, (b) new-guarantor covenant, (c) offer of a 3-month rent-free period on a 10-year term. Successful landlords accepted (a)+(b); failed landlords wanted (a) plus a fresh open-market rent review.
What is a rent-cure schedule?
A written commitment by the incoming tenant (or buyer) to pay off historic rent arrears over a defined period, typically 6–12 months. Not a legal instrument by itself — must be embodied in a licence to occupy or new lease. Landlords use it as evidence of good faith before granting consent.
How did food-safety and licences transfer?
Premises licences under the Licensing Act 2003 don't 'transfer' — the new operator must apply to the local council for a transfer or new licence. Applications filed in week 6 across 4 councils, all granted within 21 days (standard). FSA food hygiene ratings stayed with the property so the buyer inherited two 4-star and two 3-star sites.
Was any WIP or stock at risk?
Yes — retention of title (SGA 1979 s.19) hit £58k of unpaid drinks and dry-goods stock across the sites. Buyer negotiated with 3 key suppliers: 2 waived ROT for future-supply commitments, 1 collected. Net stock loss £24k.
Deferred consideration?
No. Administrator required all-cash — the trading admin had already delayed distributions to creditors. Buyer used £1.8m equity + £600k ABL against fixed assets (Sanderson Weatherall valuation £1.1m gross).
How did the buyer prevent brand contagion?
The chain rebranded at week 8 — new name, new fascia, refreshed menu — before the sale completed. The old brand equity was net-negative; social sentiment showed 68% of Trustpilot reviews were 1-star. Rebrand cost £140k, added to landed cost.
What was the P&L 12 months post-completion?
4-site trading. £4.2m revenue, £520k EBITDA. Cost base 22% lower than pre-admin. Sell Ltd's restaurant sector benchmark suggests 15% margin against 12% pre-admin — modest but real. 5-year plan: 2 new sites at year 3, target £8m revenue at 14% margin.