The deal for the U.K. building-testing and compliance platform, founded in 2023, is a partial exit: the seller and management are rolling over part of their holdings. Closing is expected in the first quarter of 2027.
Private equity firm Inflexion has found a buyer for most of a business it built only three years ago, without letting go entirely.
Goldman Sachs Alternatives' private equity arm signed a definitive agreement to acquire a majority stake in Celnor Group, a U.K.-based platform for testing, inspection, certification and compliance in the built environment, both firms said on Friday. Inflexion will keep a minority stake, and founder and Chief Executive Simon Parrington and his management team will reinvest.
The deal values Celnor at about €1 billion, or $1.12 billion, Reuters reported, citing a person familiar with the matter. Terms were not disclosed. Completion is expected in the first quarter of 2027, subject to regulatory approvals.
Celnor, founded in 2023, has more than 20,000 clients, more than 2,750 employees across 60 locations and annual revenue of more than £300 million, according to the company.
Houlihan Lokey, Linklaters and EY advised Goldman Sachs Alternatives. Slaughter and May and Addleshaw Goddard advised Inflexion.
A partial exit by design
The structure is the point. Inflexion assembled Celnor through acquisitions in three years and is now selling control to a larger buyer while keeping a piece of the upside. For the seller, that returns capital to its fund's investors while leaving room to benefit if Celnor keeps growing. For the buyer, keeping the founder and the original backer invested aligns them with the next phase.
This kind of deal has become a common answer to a slow exit market. A sale to another sponsor with a minority rollover is easier to agree on than a full sale or a public listing, especially when buyers and sellers disagree on price.
Why compliance services attract buyers
Testing, inspection and certification businesses tend to have recurring demand driven by regulation: buildings must be inspected and certified whether or not the economy is growing. That makes them attractive to private equity buyers looking for steady cash flow and room to grow through acquisitions.
Inflexion's returns on the investment and the price as a multiple of earnings were not disclosed.
What to watch
Regulatory approvals and completion in the first quarter of 2027, and whether Celnor continues acquiring under its new majority owner.