We invested in Insero Advisors in January 2025 when it was doing about $24m in revenue (reminder that most accounting firm rev numbers are easy to find). Weāve done three add-ons and one aqui-hire. Some thoughts and whatnot (we talked to a good number of firms before getting this deal done):
- not all firms care about growth and thatās OK!; donāt take PE if youāre most interested in running a lifestyle biz (perfectly great choice)
- governance: lots of partnership structures with slow decision-making processes and misaligned incentives across sr vs jr partners (insero already had a ceo-led structure in place); need to understand how decisions get made
- āthe scrapeā: equity partners āgive backā distributions to essentially create EBITDA. This is an important part of the process and has impact on up and comer comp expectations; easier to do when this is concentrated vs a much larger group; important to create meaningful equity plans and upside for up and comers and illustrate how economics can be more lucrative via traditional accounting āretire and payoutā construct
- fwiw not sure Iāve ever seen such a large and old sector go through so much change so quickly; personally believe we are in the early days of some big transformation
- like most services businesses: take care of your employees and they will take care of their clients (always easier said than done)
Jason - really appreciate your content šš»
6 ways to sell your accounting firm
Including the PE, VC and AI roll-up paths:
1// Platform Investment
Buyer: Private equity
Target Firm: $75Mā$400M/yr revenue
These are the headline-makers. Juicy multiples, the 7-11x EBITDA.
At this size you're the anchor firm a PE fund builds around, and bolts other firms onto you. You're the backbone, and have the most say in how your deal (and future firm deals) come together.
2// Add-On (Tuck-In) Acquisition
Buyer: Private equity
Target firm: $2Mā$50M revenue
You're selling into an existing platform someone else already built. As a result the deal is turnkey, giving you little room to negotiate.
What you lose: your brand, your back office, your say in software.
What you keep: your client relationships, and for a time, your team.
3// AI Roll-Up
Buyer: Venture capital
Target firm: 10ā100 people, sub-$10M revenue.
This one's venture capital, not PE. The (correct) thesis is a 12-person firm will change how it works, a 200-person firm won't.
It's still early for these, and the AI-as-a-source-of-leverage thesis still hasn't proven out. It's perhaps the most lucrative option on the table for small firms today, but still tbd if the math ends up mathing.
4// Minority Recapitalization
Buyer: Private equity
Target firm: $50M+ revenue, top 50ā100.
The field is thin here. The Armanino deal is the most-cited example because there are so few examples of this.
You sell under 50%, give away some equity but keep control. It's rare because buyers' models depend on control, so they price minority deals worse or won't do them at all.
Worth knowing this deal type exists if someone tells you the only option is to hand over control.
5// External Sale or Merger
Buyer: Another firm
Target firm: $150k-$5M
Another firm or individual buyer comes in, generally taking full control.
Either seller financed or SBA-financed through a lender like Live Oak Bank.
Priced at roughly 0.9xā1.3x annual revenue.
Can't be compared directly to a 9x EBITDA PE number, as it's a manufactured number that involves carving out a huge amount of partner compensation.
6// Internal Succession and ESOP
Buyer: Your team
Target firm: Internal succession can happen at any size. ESOPs need roughly $1M+ EBITDA and 20+ staff
The holy grail exit and most positive outcome for staff and clients. Notoriously hard to put together because you're effectively paying your team to pay you out.
š¤ How Would I Sell My Firm?
The biggest change I've seen over the last 3-5 years is private-party sales between very similar firms.
You know the person. They run their firm the same way you do. It de-risks the entire transaction and justifies a greater multiple.
It all begins with your network, and I see them happening on a near-monthly basis inside my private network of 1,000 accounting firms (Realize).
The best fit + best multiple will always be found in a like-minded firm.