Management Buyout of Khadi Papers

02/03/2026

Authors: Mahitha Kumar & Lucy Clarke

The Challenge

We were instructed to advise the shareholders of Khadi Papers—Nigel, Barbara and their children, on a full exit from the business.

The transaction was structured as a management buyout, with the managing director acquiring 100% of the shares through a newly incorporated company. The deal involved a combination of upfront and deferred consideration, including a significant earn-out component.

This required careful structuring to ensure the sellers were appropriately protected over time. In addition, a complex security package, including a debenture and guarantee, was required to support the deferred payments.

How Sumer Law responded

Our corporate team provided pragmatic, solutions-focused advice throughout a fast-moving transaction.

We worked proactively to manage and resolve issues as they arose, maintaining momentum and ensuring the deal progressed efficiently. We also guided the clients through the process, clearly explaining the documentation and key considerations at each stage.

Working closely with referrer Carpenter Box, we were able to take a joined-up approach, ensuring legal and financial advice remained aligned throughout the transaction. Particular focus was placed on protecting the sellers’ position, especially in relation to deferred consideration and earn-out provisions, ensuring the structure reflected both the commercial agreement and appropriate legal safeguards.

Our priority was to give the trustees clarity, confidence, and genuinely independent oversight at every stage.

The outcome

✓ Successful completion of a management buyout
✓ Full exit achieved on agreed commercial terms
✓ Robust protections in place for deferred consideration and earn-out

Client Feedback

“That’s great news. On behalf of all of us, I thank you for your hard work and perseverance. You have both been a pleasure to work with and a breath of fresh air.”

If you’re considering a business sale, management buyout or shareholder exit, speak to our team. We’re here to help you achieve the right outcome.