What A Buyer Wants 

An M&A Survival Guide from the Trenches 

Published by Evolution Capital | IT/Telco M&A Specialists | 25 Years | 250+ Transactions 

The short version: Ten articles on what actually determines outcomes when selling an IT services business. Built from 250 transactions. Written by the people who write the exam sellers need to pass, and those who have guided them through it. 

Everyone knows the basics of supply and demand. More buyers than sellers, prices go up. More sellers than buyers, they come down. Simple enough in a commodity market. 

But in an M&A process, the dynamics are rather more personal. How do you create demand for your specific business? How do you know what a buyer actually wants, beyond the headline metrics? How do you present what you have built in a way that answers the questions buyers are really asking, rather than the ones you think they are asking? 

How do you know what a buyer wants? 

That question is the reason this series exists. And it turns out that after 25 years and over 250 transactions in IT and Telco M&A, we have a fairly detailed answer. 

There is a moment in almost every IT services sale process we have been involved in where the seller says something that reveals how different their world is from the buyer’s. 

Sometimes it is “buyers care about EBITDA, not the balance sheet.” Sometimes it is “our pipeline is £3 million, basically all of it is going to close.” Sometimes it is “that customer dispute was three years ago, it’s ancient history.” And sometimes, most painfully, it is “I had no idea any of this was going to come up.” 

We are a small team. Corporate finance advisers and financial due diligence specialists, working exclusively in IT and Telco for the past 25 years. We have advised on over 250 transactions in the lower mid-market, the part of the landscape where founder-led IT businesses meet professional buyers for the first time. We have sat on both sides of the table: running sale processes for sellers, conducting financial diligence for buyers, and advising on everything in between. 

The trenches part of this title is not just a turn of phrase. Some of the deals we have worked on really do feel like a battle. There are moments in every complex transaction where you are in the foxhole with your colleagues and your client until 3am, working through a diligence query that has landed at the worst possible time, or negotiating a completion accounts position that has been rumbling for three months and is finally coming to a head. The adrenaline, the exhaustion, the genuine feeling that the outcome matters and that the next hour of work is going to determine whether this gets resolved or escalates: that is deal reality. It is not glamorous. It is occasionally exhilarating. And it is where the real expertise gets tested, far more than in any management presentation or pitch meeting. 

The survival guide part is equally deliberate. An M&A process, especially a first sale process for a founder who has spent fifteen years building something, is genuinely something you need to survive as well as succeed in. The emotional weight, the sustained uncertainty, the decisions made under time pressure with imperfect information: it is hard. The founders who come out well are not the ones who found it easy. They are the ones who were prepared for how hard it would be. 

And we keep seeing the same patterns. The same issues surfacing at the same stage of the same process. The same preparation gaps costing sellers the same kinds of money. The same moments of genuine shock when something that could have been addressed six months earlier becomes buyer leverage in week four of diligence. 

This series is our attempt to close that gap. 

The Information Asymmetry That Costs Sellers Millions 

The IT services M&A market has matured dramatically over the past decade. The buyers active in this space today, PE funds running buy-and-build strategies, trade acquirers building scale, family offices deploying capital into managed services platforms, have often done this dozens or hundreds of times. They have detailed benchmarking data. They know what good looks like. They have seen every optimistic forecast, every balance sheet manoeuvre, every data room assembled in a hurry. Their FDD teams know precisely where to look for problems and how to price the ones they find. 

Most sellers, even experienced entrepreneurs, have sold a business once. Maybe twice in a career. The preparation they bring to the process, however intelligent and commercially astute they are as operators, reflects that inexperience. They focus on the things they understand: revenue growth, customer relationships, team quality, the story of what they have built. They are less prepared for the mechanics of how buyers actually evaluate businesses, the technical processes that translate a good business into a specific number landing in a specific bank account. 

That gap costs sellers money. In our experience, the difference between a well-prepared seller and an unprepared one on a comparable business is typically £2 to £5 million on a £10 to £15 million transaction. Not because the underlying business is different. Because the preparation is. 

Ten Articles. Ten Terrible Puns.  

Over the coming weeks, we are publishing ten articles on the topics that actually determine outcomes in IT and Telco M&A. Not the polished pitch deck stuff. The real diligence work. The questions that make or break valuations. The issues that cause deals to collapse or prices to erode. The things buyers know and most sellers don’t, until it’s too late. 

Anyone who knows me will know how partial I am to a bit of wordplay, and these articles do have some of that coming up. Cue the groans. I am quietly proud of the titles, and if no pun in ten lands, I may need to reassess my capabilities. This is very much written from my own experience, by a small team who live in this market every day. No editor, no agency, no ghostwriter. Just 25 years of pattern recognition put into words. 

Each article is built from real situations across 25 years and over 250 transactions in this market. They cover revenue quality, cost structure, financial data, balance sheet mechanics, deal structure, management forecasts, the emotional and operational reality of a sale process, and the hidden risks that surface when a buyer’s FDD team goes looking with fresh eyes. 

We are, in a sense, giving away the game here. If you are a buyer reading this wondering whether we are supposed to be on your side: relax. The best transactions happen when sellers understand what is coming and prepare properly. It makes diligence faster, deals more likely to close, and outcomes fairer for everyone. 

One more thing before you dive in. M&A has its own language, and IT services M&A has a particularly dense dialect. EBITDA, EV, working capital pegs, completion accounts, MAC clauses, earnouts, TUPE, SPA: the jargon can feel impenetrable if you are encountering it for the first time. We have put together a separate M&A 101 piece alongside this series, a plain-English explainer of the key terms and concepts you will encounter throughout these articles. If you hit something in the series that needs unpacking, that is the place to start. We have tried to write the articles so that they are accessible without it, but the 101 is there if you want the fuller picture on any particular term or mechanic. 

Who This Series Is For:

For sellers 

This series is written primarily to help IT services founders through a sale process, and specifically to prepare them for what they are going to encounter from the people who write the exam they need to pass: the financial due diligence team. 

FDD advisers approach an IT services business with no prior knowledge of it and a professional obligation to test everything. They are not there to be hostile, but they are not there to be accommodating either. Their job is to understand the business as it actually is, not as it is presented. The founders who navigate this process well are not necessarily those with better businesses. They are those who understood in advance what the questions were going to be, prepared credible answers, and removed the ammunition that buyers use to justify late-stage price reductions or structural protections. 

This series gives sellers that preparation. Not in a theoretical sense, but in the specific, practical sense of what actually comes up, what the consequences are when it does, and what to do about it well before a buyer’s team goes looking. 

If you are planning to sell your IT managed services, telecommunications, or cybersecurity business in the next 12 to 36 months, reading this series and acting on it is one of the highest-return investments of time you can make. 

For buyers and acquirers 

This series is also genuinely useful for those on the acquisition side of IT services transactions, whether experienced or new to the space. 

For buyers who know this market well, there is value in understanding how the sell-side is thinking about preparation, what sophisticated sellers will have addressed before you get to them, and where the real information asymmetries still lie. The series also reflects the patterns we see across hundreds of transactions, which provides a useful benchmark even for experienced acquirers. 

For buyers who are newer to IT and Telco M&A, whether a corporate entering the space for the first time, a PE fund making its inaugural platform investment in managed services, or a family office diversifying into operational businesses, this series provides a grounding in the specific dynamics of this market that generalist M&A knowledge does not always deliver. IT services businesses have particular characteristics around revenue quality, cost structure, customer relationships, and regulatory environment that experienced sector specialists navigate differently from generalists. 

What These Articles Are Not 

They are not generic advice dressed in sector-specific language. They are not theoretical frameworks applied to hypothetical businesses. They are not comfortable. 

They are specific, detailed, and honest about what works and what doesn’t, based on 25 years and over 250 transactions exclusively in IT and Telco. They include real situations, real numbers (anonymised), and real consequences. They are sometimes uncomfortably direct about the mistakes we see repeatedly and the money those mistakes cost. 

If you are looking for reassurance that your business is perfect as-is, this is not the right series. If you want to understand what £250 million in IT services deal value has taught us about what actually matters, keep reading. 

A Note on What This Series Is 

This is independent thought leadership, not a marketing brochure. The insights and opinions in these articles reflect our genuine experience and honest assessments, formed across hundreds of transactions in this specific market. We have no financial relationship with any supplier, software provider, or third party whose products or services might be relevant to the topics covered. 

Where we describe our own services at the end of each article, we do so concisely and because the context genuinely warrants it. The substance of each article stands independently of whether you ever engage us. 

We publish this series because the quality of preparation in IT services M&A is genuinely poor on average, and because better-prepared sellers make for better transactions for everyone. That is a genuine belief, not a positioning statement. 

Before You Start 

The sellers who achieve premium valuations and smooth transactions are not necessarily running better businesses than those who struggle. They are better prepared for the M&A process. They understand what buyers scrutinise. They have addressed weaknesses proactively. They have built credible data to support their value story. They have surrounded themselves with advisers who have done this before, many times, in this specific market. 

That preparation is worth £2 to £5 million in a typical lower mid-market IT services transaction. Easily. 

The knowledge is in what follows. What you do with it is up to you. 

Welcome to What A Buyer Wants. 

Evolution Capital | IT/Telco M&A Specialists | 25 Years | 250+ Deals 

EC Analytics | Virtual CFO / CFO Assist | Corporate Finance | Financial Due Diligence