M&A advisory for IT services companies
IT services M&A is dominated by one thing: the earn-out conversation. Services businesses almost never sell on a clean cash-at-close basis - 30-60% of headline consideration typically sits in earn-outs, rollover equity or vendor loans tied to post-close revenue, EBITDA or key-client retention. The gap between a great-looking LOI and what actually lands in the founder's pocket two years later is where every IT services deal is won or lost.
The buyer pool is broad but well-mapped. Tier-one strategics (Accenture, Capgemini, Cognizant, Infosys, Wipro, TCS, DXC, Atos), regional consolidators, and the deep IT-services PE bench (Bridgepoint, EQT, Equistone, BC Partners, Nordic Capital, KKR) make up most of the deal flow. They diligence on utilisation, gross margin per FTE, client concentration, attrition, AI delivery readiness and how repeatable the revenue actually is. AI is now reshaping how pricing and headcount models get underwritten - and a services business without an AI delivery story is worth measurably less than it was two years ago.
Flow advises IT services founders across software development, software testing, consulting, agencies, cloud services and BPO - and structures deals so the cash schedule lines up with what the team can realistically deliver post-close.
M&A goes smoother with an advisor that understands IT services
Earn-outs that actually pay
Services deals are won and lost in the earn-out mechanics. We structure the deferred consideration so post-close gates (revenue, EBITDA, key-client retention) reflect what the team can actually deliver under a new owner - not aspirational targets that wipe out half the founder's expected proceeds.
Direct lines to IT-services PE
Services M&A runs through a specialist PE bench (Bridgepoint, EQT, Equistone, BC Partners, Nordic Capital, KKR) and the tier-one strategics (Accenture, Capgemini, Cognizant, Infosys, Wipro, TCS, DXC). We know which platform is buying at your scale, geography and specialism - and approach the right deal teams directly.
Client concentration, defended
Top-client concentration above 20-25% knocks a turn or two off the multiple. We frame account concentration around contract duration, multi-product depth and named-relationship continuity, so the buyer underwrites the recurring nature of the revenue rather than discounting it as project risk.
AI delivery story, evidenced
Buyers now ask how AI is reshaping delivery, pricing and gross margin per FTE in every services deal. We build the AI delivery and tooling narrative around real engagements and real margin uplift - not a slide about 'AI capabilities' - so the business isn't priced as a legacy body-shop in a market repricing fast.
Recent M&A deals we closed
We've closed sell-side and buy-side transactions across European, US and emerging-market tech.
Our M&A track record spans strategic exits to corporate acquirers, PE buyouts, and cross-border deals where regulatory and structuring complexity actually matters.
We acted as exclusive financial advisor to Swiss PE firm Patrimonium on its majority stake acquisition of TestSolutions, a Frankfurt-based software testing and IT services provider.
Recent M&A advisory IT services track record
Selected M&A transactions and prior deal experience.
M&A advisory for all IT services niches
From software development to software testing, we're a specialized M&A advisor to IT services companies.
Our M&A experience spans across all IT services verticals.
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