FRP Advisory snaps up Arc & Co for £6m to launch a real estate advisory service, expanding its offerings and driving growth.
This article covers information on FRP Advisory Group PLC.
LON:FRPFRP 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.
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.
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.
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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.
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.
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.
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.
| 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) |
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.
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.
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