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Sell-side M&A advisory

A competitive sale, run for the owner.

For founders and owners of enterprise technology firms considering a full sale, a majority sale or a planned exit. I run the mandate from the first valuation to completion, and the fee is earned only when the sale completes.

Begin with a private read The process

01 The mandate

What the mandate covers.

One adviser, end to end. The person who prepares the business also runs the process and negotiates the terms, so nothing learned in preparation is lost at the table.

Valuation and positioning

Normalised EBITDA with a documented add-back schedule, a recurring revenue analysis and a value range tested against what named acquirers have paid.

Quality of earnings readiness
Revenue mix and margin by service line
A value ladder: evidenced, achievable, stretch

Sale readiness

The issues a buyer's diligence would find, found first and then fixed or disclosed on your terms.

Contracts and change-of-control review
Vendor technology diligence
Key-person and retention plan

Marketing materials

Documents written to the standard acquirers expect, with every figure traceable to a source record.

Anonymous teaser
Non-disclosure agreement
Confidential information memorandum (CIM)
Data room index

Buyer universe

A defined list of acquirers, each with a dated reason to buy your firm, approached in a single wave.

Strategic acquirers and partner consolidators
Private equity platforms and add-ons
Family offices and independent sponsors

Competitive process and negotiation

A controlled timetable that keeps several buyers at the same stage, and offers compared on what actually arrives.

Indications of interest (IOIs)
Letters of intent (LOIs)
Cash at completion, escrow, earn-out and rollover
Working capital peg, warranties and indemnities

Through to completion

Exclusivity only against a written LOI that settles the terms that matter, then a managed close.

Confirmatory diligence
Purchase agreement with your counsel
Third-party and partner programme consents
Funds flow and handover

02 The process

Six phases, each closed by a decision you sign off.

A typical sale takes six to nine months from engagement to completion. Each phase ends at a gate, and nothing moves to the next stage until you have agreed the outcome in writing.

Two rules hold throughout. No buyer learns your firm's name before signing a non-disclosure agreement. No buyer is granted exclusivity before a written letter of intent settles price, structure, earn-out metrics, the working capital approach and your role after completion.

A concrete spiral seen from below, curving into a dark centre — Each phase closes before the next begins

Engagement and preparation

Weeks 1 to 4

We agree the objectives, the fee and the scope in an engagement letter. I take in the records and build the financial picture a buyer will test.

Engagement letter and data request
Normalised earnings and add-back schedule
Valuation range and value ladder
Diligence issues list

GateYour floor price, agreed in writing and supported by the evidence.

Materials and buyer universe

Weeks 3 to 6

The firm is presented in the terms acquirers use to price it, and the buyer list is built on dated evidence.

Anonymous teaser and NDA
Confidential information memorandum
Buyer universe, with a reason for each
Data room index

GateThe materials and the buyer list.

Marketing

Weeks 6 to 12

Every approved acquirer is approached at once, so no buyer gets a head start.

Single-wave outreach
NDAs signed before the name is shared
CIM released
Written management Q&A

GateWhich buyers go forward.

Offers and selection

Weeks 10 to 16

Indications of interest narrow the field. Management meetings and letters of intent decide it.

IOIs compared on price and structure
Management meetings
LOIs pressed on cash at completion, escrow, earn-out and conditions

GateA signed letter of intent with one buyer.

Exclusivity and confirmatory diligence

Weeks 16 to 24

One buyer confirms what the CIM said. A complete data room and a prepared seller keep the price where the LOI set it.

A complete data room
Diligence questions managed to the timetable
Re-trade defence from the evidence
Disclosure schedules with your counsel

GateFinal terms.

Signing and completion

At the close

Your counsel drafts and negotiates the purchase agreement. I hold the terms to what was agreed and the timetable to its dates.

Share or asset purchase agreement
Customer, landlord and partner programme consents
Funds flow and completion statement
Handover and transition plan

GateSigned agreements and funds received.

03 Value drivers

What drives value in an enterprise technology firm.

Acquirers pay for earnings they can rely on after completion. These are the six areas they test hardest, and where preparation does the most for the price.

Recurring revenue

Managed services, support renewals and subscriptions earn a higher multiple than project work and licence resale. Separating and evidencing them is often the largest single lever on price.

Retention and concentration

Gross and net revenue retention, the share held by the top ten customers, and contract terms that survive a change of control.

Vendor and partner position

Partner tier, certifications and programme status, and whether they transfer to a new owner. Dependence on a single vendor is priced as risk.

People

Certified consultants and engineers are much of what an acquirer buys. Dependence on the owner is the most common discount, and one of the most fixable.

Technology and IP

Own products, add-ons and integrations can be an asset or a liability. Code quality, technical debt and security posture are reviewed before the buyer's team does it.

Financial hygiene

Monthly management accounts, clean revenue recognition and an understood working capital cycle shorten diligence and protect the price.

04 Sale readiness

Not ready yet? Prepare for the sale you want.

The strongest prices go to firms prepared well before they go to market. A readiness engagement, typically 12 to 24 months ahead, works through the value drivers and leaves you with a business that diligence confirms rather than discounts.

A written value ladder. Evidenced, achievable and stretch values, and what moves each.
Vendor technology diligence. The technology estate reviewed as an acquirer's team would review it.
A fix list ranked by effect on price. What to change, what to document and what to disclose.
A clear point to go to market. Set by the evidence, not by the calendar.

The ribbed metal edge of a modern building against a grey sky — Found first, fixed or disclosed on your terms

05 Market activity

Recent acquisitions of firms like these.

Public announcements since October 2025, listed to show who is buying and what. A buyer universe for a real mandate is built the same way: each acquirer with a dated, comparable purchase.

Recent acquisitions of enterprise technology firms, with sources
Announced	Acquirer	Acquired	Segment	Market	Source
2 Oct 2026	Pinnacle (K3 Advisory Group)	Qmulus Solutions	Sage partner	UK	Announcement
1 Oct 2026	Elliott Davis	Equify Advisors	NetSuite partner	US	Announcement
30 Sep 2026	Elevare Software Group	Rubixx and Voicescape	Housing software	UK	Announcement
25 Sep 2026	Focus Group	Prime Networks	Managed IT services	UK	Announcement
8 Sep 2026	Valsoft (TAG Software Group)	Square 9	Document processing software	US	Announcement
1 Sep 2026	Banyan Software	10x People	Telecom software	US	Announcement
19 Aug 2026	Nexus IT	Loyal IT	Managed IT services	US	Announcement
11 Aug 2026	Recur Software	FLAGS Software	Manufacturing software	UK	Announcement
Jul 2026	Pine Services Group (Evergreen)	Datel	Sage partner	UK	Announcement
6 Jul 2026	TSG	Creative Computing Solutions	Business Central partner	UK	Announcement
1 Jul 2026	Velosio	Kopis and Acuitas	Microsoft partners	US	Announcement
21 Apr 2026	New Charter Technologies	ICG	Managed IT services	US	Announcement
28 Oct 2025	Transparity	Xpedition	Dynamics partner	UK	Announcement

Read on the acquirer's own announcement or a dated report on 6 October 2026. Listed for information only. None of these is a transaction I advised on, and no acquirer named here has endorsed this practice.

06 Terms

Fees, confidentiality and who I act for.

Fees

A success fee, set out in a written engagement letter before any buyer is approached and paid from the proceeds at completion. No retainer and no monthly fees: the fee is earned only when a sale completes.

Confidentiality

Acquirers first see an anonymous profile. Your firm's name is shared only after a signed non-disclosure agreement, and staff, clients and vendors learn of a sale when you decide.

Who I act for

The owner, on every mandate. Acquirers do not pay me, and I do not represent a buyer in a sale I am running, so advice on price and terms is not conflicted.

Your other advisers

Your own lawyer drafts and negotiates the legal documents and your accountant advises on tax. I coordinate them, and the buyer's advisers, to one timetable.

07 Questions

Questions owners ask first.

What is my firm worth?

Less a rule-of-thumb multiple than what a particular acquirer can do with it. A firm with contracted recurring revenue, low customer concentration and a team that does not depend on the owner is valued very differently from one built on projects and the founder's relationships. The private read gives a first written view; preparation turns it into a range tested against what named acquirers have paid.

Do I have to sell all of it?

No. A majority sale with a retained stake (rollover equity), a full sale with a transition period, or a phased exit are all common. Structure is part of the negotiation, and offers are compared on what you actually receive, and when.

How long does a sale take?

Typically six to nine months from engagement to completion. Preparation that starts a year or two earlier usually repays itself in price and in a shorter diligence.

Will my staff and clients find out?

Not from the process. Acquirers see an anonymous profile first and sign a non-disclosure agreement before they learn the name. When and how staff, clients and vendors are told is your decision, usually at or after completion.

What do an earn-out and an escrow mean for me?

An earn-out pays part of the price later if agreed targets are met; an escrow or holdback keeps part of it back against warranty claims. Both move risk to the seller, so offers are compared on cash at completion and on how certain the deferred part is.

Why an adviser with an enterprise platforms background?

Because much of the value, and most of the risk, in these firms is technical: vendor dependency, partner status, own IP, technical debt and security. Understanding them lets me defend the price in diligence rather than concede it.

Are you regulated?

I am an independent M&A adviser, not a broker-dealer and not a firm authorised by the Financial Conduct Authority. Mandates are limited to the sale of a controlling interest in a private company to a buyer who will run it. The details are on the disclosures page.

A modern office building at dusk, every floor lit

Next step

Considering a sale, now or in a few years?

Begin with a private read: five questions by email, then a written view of what the firm could be worth, to whom, and what would raise the figure. No charge and no obligation.

Write in confidence

dev@devsathya.com · every reply in writing, in confidence