Selling UP Hotel Agency
The business
UP Hotel Agency specialises in digital marketing and website solutions for hotels. David Ohandjanian founded the agency in 2014, building on a career that started with an agency in Barcelona and a prior exit of his own. From a small consultancy, the business grew into a specialist agency serving hospitality clients across the UK, developing a reputation for both marketing and technical capability.
By the time the sale came around, UP Hotel Agency had a settled team, a strong client base, and a clear identity in its niche.
The decision to sell
The decision to sell wasn’t born from urgency. David had always been more focused on building something he was proud of than on engineering an exit.
“My big thing was really team driven. I wanted the right people with the right attitude, not someone to come in, rip clients out, and then deliver it from abroad for cheap.”
Over time, though, the calculus shifted. His former business partner had left the company. Growth had started to feel like pressure rather than progress. And the wider environment - AI, rising costs, the post-COVID landscape for agencies - was changing fast enough to make the backing of a larger organisation feel attractive.
When a contact introduced him to an international hospitality technology group that was expanding into the UK, the fit felt right. They already ran an agency themselves, so they understood the business from the inside. They also wanted to retain David post-completion, giving the team continuity rather than disruption.
“They seemed like a good fit. They weren’t just looking for revenue. And I thought: if there’s a challenge I can get my teeth into, and I’ve got the backing of a bigger company behind me, that works.”
Finding the right lawyer
David had been through an acquisition before, in a previous life, and it hadn’t been a great experience. He remembered two legal teams more focused on winning points against each other than on getting the deal done for their clients.
He knew Tend Legal through Agency Hackers, had heard good things, and decided to instruct the firm on the sale. The matter was handled by Alistair Wells and Nicole Carty.
What he was looking for was specific: someone who understood the brief, communicated clearly, kept costs transparent, and didn’t overcomplicate things that didn’t need to be complicated.
“Clear costs without gotchas. That’s not always easy to get from lawyers. They like to caveat everything.”
The transaction
The deal involved two companies: UP Hotel Agency Ltd and Adao Ltd. The buyer was ReGuest, an Italian hospitality technology business backed by a growing SaaS vision for the hotel sector.
Tend Legal’s work covered the full scope of the transaction. We negotiated the SPA and handled due diligence and the disclosure letter, working through the questions raised by the buyer’s team and making sure David’s position was properly protected. We also reviewed the terms of David’s ongoing employment with the enlarged group, ensuring the arrangements post-completion reflected what had been agreed commercially.
The SPA itself required more than standard drafting. We structured the exercise and sale of the EMI options as part of the transaction, incorporating the mechanics into the agreement and dealing with the associated HMRC reporting requirements. We also negotiated the completion accounts mechanism, which needed to work alongside the mixed consideration structure. Throughout, we worked closely with David’s M&A adviser and his accountant, coordinating across the advisory team to keep things moving.
Several elements made this transaction more involved than a straightforward share sale:
The tax year deadline. Changes to capital gains tax rules meant that completing before 5 April was not just commercially desirable: it was financially significant. The team had a hard deadline and had to work at pace without compromising the quality of the deal.
Mixed consideration. Part of the purchase price was paid in cash, part in shares in ReGuest, and part was deferred. Structuring the consideration carefully, and making sure David understood what he was getting and when, was an important part of the work.
EMI share options. Three employees held EMI options that needed to be exercised and settled as part of the transaction. This added a layer of HMRC reporting and tax structuring that required careful handling, particularly given that the buyer was not familiar with UK EMI schemes.
Working capital and completion accounts. The price adjustment mechanism came into focus late in the process. The buyer didn’t want to reopen the headline price (it had board approval), but there was legitimate value to extract. The teams got on a call and worked through the mechanics together.
Signing in Italy. The share consideration meant the documents needed to be executed in person before an Italian notary. David had to travel to Italy at short notice. It was an unexpected complication that added time pressure at exactly the wrong moment.
Despite all of it, completion landed on time.
How the deal got done
David’s main observation about working with Tend Legal was about communication style: direct, responsive, and free of ego.
“You had really good communication. It was clear. It wasn’t overly verbose. And you knew the time frames we were under.”
One thing he specifically valued was the willingness to pick up the phone when emails were going round in circles.
“You weren’t totally averse to jumping on a last-minute call. And sometimes you suggested it yourself. Sometimes it’s just a ten or fifteen-minute call to bash something out. It cuts through so much.”
He also noted the balance between being assertive on the points that mattered and not wasting time on the ones that didn’t.
“Being strong enough to argue the points we needed, but backing down on stuff that wasn’t important. Not overcomplicated things that don’t need to be.”
The outcome
Completion happened before the tax year deadline. The team kept their roles. David retained his position and, as promised, has been given the independence to continue running the business.
He’s now helping to build out the buyer’s broader vision: a commercial operating system for hotels, combining marketing, CRM, booking and revenue management into a single integrated platform. UP Hotel Agency’s work sits at the front of that stack.
Tend Legal continues to advise on related matters.
© Tend Legal Ltd. Published with David Ohandjanian's permission.
“You make legal feel almost like a pleasure to work with. It’s the closest I’ve got to enjoying going through legal process.”
Meet the team
Alistair co-founded Tend Legal with Shona on a simple idea: that small and medium-sized businesses deserve the same quality of legal advice as large companies, without the large firm experience.
As a solicitor with a broad commercial practice, he advises business owners on the full range of issues that come with running and growing a company. That means employment law: advising on settlement agreements, workforce decisions and the day-to-day employment questions that land on founders' desks. It means commercial work: negotiating and reviewing contracts, supplier agreements, and the commercial arrangements that keep a business running. And it means corporate transactions: from business sales and acquisitions to investment rounds, share structures and restructures.
Before co-founding Tend Legal, Alistair was a partner at Woodfords Solicitors in South West London, where he spent over a decade building a reputation for clear, commercial advice to SMEs. He is known for his calm approach, his ability to cut through complexity, and his willingness to give a straight answer.
When not working or acting as taxi driver to his three children, Alistair can be found riding bikes or skateboards, playing various instruments, or at church.
From the moment she got involved in her parents' businesses at a young age, Nicole knew she had a passion for helping businesses thrive.
A corporate and commercial solicitor, Nicole focuses on the work that matters most to growing businesses: M&A transactions, investment rounds, shareholder agreements and company secretarial support. She also helps clients navigate the commercial side: negotiating and reviewing contracts, advising on joint ventures, and being a steady pair of hands through transactions of all sizes.
Nicole is also working towards an MBA, which tells you something about her character and her love of business. Her advice is grounded in commercial reality, not just legal theory.
When she's not taking care of business, Nicole likes to read, run, play tennis and attend church.
