FRP Advisory Group Acquires Arc & Co for £6m to Launch Real Estate Advisory Service

FRP buys Arc & Co for £6.0 million and launches a Real Estate Advisory pillar

FRP Advisory Group has agreed to acquire Arc & Co Structured Finance Limited for £6.0 million, plus approximately £650,000 for net assets at completion and a three-year performance-based earn-out tied to profit over a hurdle. Arc & Co is an FCA-regulated real estate finance adviser based in London’s West End, serving clients in the UK and overseas. The founders, Andrew Robinson and Edward Horn-Smith, will join FRP as partners, alongside the entire 18-strong team.

Post-acquisition, FRP will roll out a sixth service pillar, FRP Real Estate Advisory, combining Arc & Co’s specialist real estate finance expertise with FRP’s existing property know-how. Management positions this as a way to help clients “create, preserve and realise value”, and manage risk when markets turn.

Deal structure: cash, shares, and a de-risking earn-out

The upfront consideration is split between approximately £4.85 million in cash and £1.8 million in new FRP shares. A further earn-out, payable in cash, is contingent on Arc & Co delivering profit above a hurdle over three years.

FRP will issue 1,285,714 new ordinary shares, expected to be admitted to trading on AIM at 8.00 a.m. on 19 November 2025. Following admission, FRP will have 259,119,136 ordinary shares in issue, with none held in treasury.

Why this structure matters: paying part in shares preserves FRP’s cash, and the earn-out aligns incentives so that value is paid only if performance lands. It’s a prudent way to acquire a cyclical, deal-driven business.

What FRP is buying: regulated real estate finance capability

Arc & Co specialises in financial advisory services to the real estate sector and is regulated by the Financial Conduct Authority (FCA). In plain English, they advise property stakeholders on financing – helping arrange, refinance or restructure debt and capital for real estate projects and portfolios.

FRP gets an established team with a London West End base, proven client relationships, and a brand that travels overseas. That plugs neatly into FRP’s national network and its existing work across restructuring, corporate finance, debt advisory, forensic and financial advisory services.

Numbers that count: revenue, EBITDA, and expected accretion

For the year to 30 June 2025 (unaudited), Arc & Co generated revenue of £5.4 million and EBITDA of £1.6 million. FRP expects the acquisition to be earnings accretive in its first full year of ownership, contributing approximately £6 million of revenue and adjusted EBITDA of about £1.1 million from FY27.

EBITDA is a proxy for operating profit before interest, tax, depreciation and amortisation. FRP’s “adjusted EBITDA” figure reflects partner compensation under FRP’s model and excludes exceptional costs and share-based payment charges – a sensible adjustment when a founder-led firm moves onto a partner pay structure.

On the face of it, the £6.0 million headline consideration implies an upfront multiple of roughly 3.8x Arc & Co’s FY25 EBITDA, before any earn-out and excluding the net assets element. That looks reasonable for a cyclical, transaction-led advisory business, especially with an earn-out to protect downside.

Strategy: broadening services, deepening relationships

This is acquisition number fifteen since FRP’s March 2020 IPO and the second in 2025. The through-line is consistent: broaden the offering, take market share, and expand the footprint. Real estate is a large, relationship-driven market where financing know-how is often the gateway to wider mandates.

The new FRP Real Estate Advisory pillar should create cross-sell opportunities across restructuring, debt advisory and corporate finance – for example, refinancing stressed assets, advising lenders, or running sales processes for property-backed businesses. If FRP executes, the whole can be worth more than the sum of the parts.

Shares issued and dilution: small and tidy

FRP is issuing 1,285,714 new shares as part of the consideration. After admission, the total share count will be 259,119,136. By simple maths, the new shares represent around 0.5% of the enlarged share capital – modest dilution for existing holders.

Earnings accretion from FY27 is positive signalling. Accretion means earnings per share should improve versus the stand-alone case once the acquisition beds in. The combination of a modest share issue and an earn-out that is only paid in cash if targets are met supports this outcome.

Key deal facts and figures

Target	Arc & Co Structured Finance Limited
Headline consideration	£6.0 million
Net assets at completion	Approximately £650,000 (additional)
Earn-out	Three-year, performance-based; payable in cash
Upfront mix	\~£4.85 million cash and \~£1.8 million in new shares
New shares issued	1,285,714
Total shares post-admission	259,119,136
Arc & Co FY25 revenue (unaudited)	£5.4 million
Arc & Co FY25 EBITDA (unaudited)	£1.6 million
Expected contribution from FY27	\~£6 million revenue and \~£1.1 million adjusted EBITDA
Team joining FRP	Founders plus all 18 team members
Listing of consideration shares	Admission expected 8.00 a.m., 19 November 2025 (AIM)

Why this matters for investors

Positives: FRP adds a regulated, reputable team in a sector where its existing clients already need advice. The price looks sensible with protection via an earn-out, expected earnings accretion from FY27 is encouraging, and dilution is minimal. It also reinforces FRP’s buy-and-build track record since IPO.

Watch-outs: real estate remains cyclical, and transaction volumes can ebb with rates and risk appetite. Adjusted EBITDA guidance for FY27 (at £1.1 million) sits below Arc & Co’s FY25 unaudited EBITDA (£1.6 million), reflecting partner remuneration under FRP’s model and integration effects. Delivery against the earn-out will be an important health check.

What to watch next

• Admission of the 1,285,714 consideration shares on 19 November 2025.
• Initial trading updates indicating cross-sell wins and pipeline visibility within the new Real Estate Advisory pillar.
• Progress on earnings accretion into FY27 and any commentary on the earn-out trajectory.

Overall, this is a coherent bolt-on: modest upfront cost, strategic adjacency, and potential for wider Group revenues if FRP can leverage its national network. I like the balance of risk and reward here – now it’s about execution in a still-sensitive property market.