Buy-Side Outlook: Help Wanted - Investors Seeking More Companies for Sale

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Buy-Side Practice

2025 TO 2026: “NEED MORE

SUPPLY”

HVA Buy-Side Practice – Need More Supply

M&A Trends & Outlook:

The chorus of consensus from investors is a lack of sellers. We’ve gone from “there aren’t enough premium assets” to, there aren’t enough companies for sale. As a result, competition is heating up – whereas earlier in the year, premiums were being paid at the triple-A asset level, deals are now heating up for the next tier of companies PE firms are telling us that they were working hard to get deals over the finish line in and are now having to work even harder to stay in the hunt to win at competitive processes. With some processes ending abruptly from a pre-emptive bid.

The PE urban legend from last quarter is the story of a PE investor who not only pre-empted but then closed the deal in just two weeks.

The M&A market stats are consistent with a market regaining its footing In 3Q deal values, boosted by mega deals, were at their highest since 2021 with improving sentiment among both buyers and sellers. The deal count was lower than last year – but not for lack of investor effort. The strongest sectors continue to be Industrials (modernizing the grid), Business Services (perpetual search for recurring revenue); and IT Services, fueled by AI adoption and digital transformation initiatives.

For Harbor View, we are finally seeing the pickup we, and others, expected back at the beginning of 2025. Both buy-side and sell-side engagements are ramping, perhaps signaling a vigorous start to 2026. The basics are there –improving end-market health, a more stable macro/trade outlook, and perhaps declining rates However, credit remains somewhat tight, as lenders lag the equity’s enthusiasm

Middle Market M&A – The Place to be in 2026

It seems the M&A market is gaining momentum into year-end – perhaps even stronger than where we were before foreign trade complications pulled the rug out from under founders and investors. Recent client and market commentary suggests a corner has been turned on deal expectations, with notable headline comments like “Animal Spirits have returned in the M&A market ” [Kevin Foley, JPMorgan's global head of capital markets, October 8, 2025 ]

2026 Outlook

In the most recent six months, our teams attended a half dozen conferences across the country and across many niche markets. Key takeaways identified a number of M&A trends:

• Valuation Resilience: Multiples remain elevated for top-tier businesses and sectors, notably B2B vertical software & services, data center infrastructure and industrial areas like generators, water services and HVAC.

• Financing: Credit remains stubbornly tepid, with seller notes taking up some of the slack. Rollover equity remains a key deal attribute.

• Earnouts: Post-2021, earnouts were used to bridge valuation gaps and hedge against macroeconomic risks. Today, structures are evolving to link earnouts to customer retention and in some cases, industry benchmarks.

• Insurance: Reps & Warranties insurance has become mainstream in smaller deals; Escrows are increasingly tied to customer retention and traditional indemnity.

• Diligence: Pre-LOI diligence is intensifying, with more third-party providers involved earlier in the process (leading to pre-bult integration plans).

HVA Buy-Side Practice – Need More Supply

Private Equity Shifts

Additional conference talk captured how PE firms are getting more creative in value creation, deal structuring, and liquidity in today’s environment. These shifts suggest a more operationally focused, structurally inventive approach to private equity investing – one that prioritizes operating leverage over financial engineering

• Portfolio Management & Add-Ons: PE firms are holding portfolio companies longer. Add-on acquisitions provide the antidote to soft end markets and returns.

• Capital Structure Innovation: Firms are getting creative with financing and liquidity strategies. There’s a noticeable uptick in dividend recapitalizations, mezzanine debt structures, and the use of special purpose vehicles to unlock value

• Debt: As it is hard to find, firms are looking to avoid debt entirely for smaller deals

• Buy-Side Help: Our Buy-side practice continues to grow with our clients, drawing us in earlier to help with thesis-development. PE clients are frustrated with unsuccessful process bids and are turning to proprietary sourcing.

• Independents/Sponsors: Continue to be active, bringing a flexible, often more opportunistic alternative.

• Return Compression & Deal Math: The challenge of fewer exits in achieving acceptable returns. Traditional levers like multiple arbitrage and debt heavy capital structures are proving less effective, forcing firms to rethink their models.

HVA Buy-Side – Industry Focus Areas

Vertical Insights in a Nuanced M&A Environment

The M&A landscape has gained significant momentum heading into year-end 2025, confirming and accelerating the key trends identified earlier this year While macro uncertainty persists, a surge in mega deals in Q3 – including ten transactions valued over $10 billion – signals a return of strategic buyer confidence. Technology enablement, particularly AI, remains an important catalyst across sectors.

Industrials

Looking ahead to 2026, our Industrials team anticipates continued strength in the industrials sector, fueled by resilient M&A activity, infrastructure investment, and accelerating demand for outsourced services and automation Industrial Services and Industrial Technology are expected to lead the charge, with elevated EBITDA multiples reflecting investor appetite for recurring revenue, tech enablement, and scale. While macroeconomic uncertainty lingers, Harbor View sees sustained momentum across traditional industrials especially in manufacturing, utilities, and infrastructure driven by reshoring, electrification, and digitization. Private equity funded consolidation remains a defining force, particularly in fragmented verticals like facility services and testing/inspection/certification, positioning the sector for M&A driven growth and innovation into 2026

Technology Services

Our IT Services + Digital Transformation projects continued through 2026, fueled by widespread digital transformation initiatives, rapid adoption of AI and automation, growing demand for managed IT and cloud services, increased investments in cybersecurity, and the expansion of industry-specific IT solutions. These growth levers are also driving M&A activity, as private equity and strategic buyers increasingly target firms with bespoke, enterprise-grade digital transformation capabilities. The evolving MSP landscape - characterized by integrated cybersecurity, intelligent automation, deeper ecosystem partnerships, and a greater emphasis on advanced AI and cloud capabilities is reshaping how MSPs interact with both clients and vendors Looking ahead to 2026, Harbor View anticipates a robust and continually transforming IT services market, with M&A driven digital innovation and strategic consolidation, rewarding firms that combine technical excellence, high recurring revenue, and integrated AI capabilities.

Financial Services

Our Financial Services & Technology team expects strong M&A momentum in 2026, with wealth and asset management, retirement services, insurance brokerage, and fintech platforms driving both strategic and private equity interest. Buyers are focused on scalable firms with recurring revenue, strong infrastructure and teams, streamlined processes, and effective technology. These factors also support higher EBITDA margins and premium valuations. Harbor View notes increasing cross-sector convergence, with firms integrating wealth, tax, and insurance services emerging as differentiated platforms capable of commanding higher multiples. Even firms with transactional revenue are attracting attention if they can demonstrate predictable, recurring business, allowing investors to better gauge growth and profitability.

M&A Scorecard

M&A Spotlight on Two Sectors

Human Capital Management Industrials

1,271 acquisitions since January 1, 2023

30% of buyers made more than 1 acquisition in the last 30 months

The acquisition enhances WorkStep’s AI-powered platform, adding deeper analytics and feedback capabilities to improve worker retention

The acquisition expands All Star’s market share in the growing locum tenens staffing market.

The acquisition strengthens Beeline’s VMS platform with employer and agent-of-record capabilities.

1,656 acquisitions since January 1, 2024 9% of Strategic buyers made more than 1 acquisition

Case Study: Opteon Acquires Equity Valuation Partners (EVP)

A Strategic Acquisition to Accelerate the Modernization of U.S. Property Valuation

Advised by Harbor View Advisors

Situation:

Opteon, a global leader in technology-enabled property services, is expanding its U.S. footprint to accelerate its technology and transformation agenda Opteon’s strategic objective is to acquire firms that deepen its residential and commercial appraisal capabilities Opteon engaged Harbor View Advisors to lead a buy-side search for a founder-led company with a strong reputation, scalable tech-forward operations, and a shared vision.

Challenge:

Opteon required a partner that could not only deliver high-quality residential appraisals but also integrate seamlessly into its technology platform. The challenge was navigating a fragmented landscape to find a firm that shared Opteon's commitment to speed, compliance, and innovation.

Harbor View executed a targeted buy-side process, identifying and vetting regional appraisal firms The search prioritized targets with proven operational excellence and a cultural fit with Opteon's strategy of combining expert professionals with market-leading technology.

"Modernization isn’t about replacing professionals, it’s about enabling them to deliver more value. Our strategy is to combine the best people with the best technology."

— Chris Knight, CEO, Opteon

Outcome:

On November 1, 2025, Opteon completed the acquisition of Equity Valuation Partners (EVP), a respected appraisal management company based in Fairhope, Alabama. For over 15 years, EVP built a reputation for quality and service across the Southern U S

EVP was the ideal partner due to its:

• Shared Vision: A leadership team committed to modernizing the appraisal industry

• Proven Scale: A track record of over 400,000 certified appraisals

• Commitment to Customer Excellence: A powerful combination of customer-centric service, technologyenabled processes, deep certified appraiser coverage and fast, compliant valuation delivery

The acquisition immediately expanded Opteon’s geographic coverage and integrated a seasoned team with deep market knowledge.

"Over the years as appraisal modernization has accelerated, we have considered many options. We know we have the right partner in Opteon that shares our vision, values, and purpose."

— Drew Watson, former Principal, EVP

In Summary:

Harbor View Advisors served as the exclusive buy-side advisor, sourcing the opportunity that delivered regional scale, technological advancement, and perfect strategic alignment.

HVA Buy-Side - Practice Overview

Our dedicated buy-side practice begins with a listen-first approach to establish objectives, create a market map, prioritize acquisition targets, and launch an initiative that results in high-impact outcomes

AVG RESPONSE RATE Platform Search

Add-On Search

AVG RESPONSE RATE

INTRO CALL TO MEETING CONVERSION 35%

INTRO CALL TO MEETING CONVERSION

Key Takeaways:

• Collaboration with our PE teams & their portfolio company leadership is the key to success

• There is no substitute for thorough research and market mapping

• Founders relate better to outreach from more senior bankers

Select HVA Buy-Side Engagements – Niche Markets

WEALTH & ASSET MANAGEMENT INSURANCE ANALYTICS ANNUITIES BROKERAGE

MORTGAGE SERVICES SPECIALTY FINANCE

REVENUE CYCLE MANAGEMENT

INDUSTRIAL AUTOMATION

ENVIRONMENTAL SERVICES

ENVIRONMENTAL ENGINEERING JANITORIAL SERVICES FOOD EQUIPMENT DISTRIBUTION

WASTE WATER / WASTE HAULING

MANAGEMENT CONSULTING

OUTSOURCED HR / PEO

STAFFING

OUTSOURCED S&M

MEDICAL BILLING

CLINICAL RESEARCH

DIGITAL TRANSFORMATION

SAP CONSULTING

DAAS

POS HARDWARE

LMS / EMPLOYEE ENGAGEMENT

E-COMMERCE

B2B DISTRIBUTION

REPAIR / SERVICES

CYBER SECURITY MANAGED SERVICE PROVIDER

About Harbor View Advisors

Operating at the intersection of investment banking and management consulting, we partner with inspiring companies and private equity firms to help them design and execute their strategies for growth or exit. With decades of successful client outcomes, we help growing teams improve their opportunities for success. We provide Sell-side advisory, Buy-side advisory and Strategic Consulting to innovative companies and financial sponsors.

The material in this report is for information purposes only and is not intended to be relied upon as financial, accounting, tax, legal or other professional advice. This report does not constitute and should not be construed as soliciting or offering any investment or other transaction, identifying securities for you to purchase or offer to purchase, or recommending the acquisition or disposition of any investment. Harbor View Advisors does not guarantee the accuracy or reliability of any data provided from third party resources. Although we endeavor to provide accurate information from third party sources, there can be no guarantee that such information is accurate as of the date it is received or that it will continue to be accurate in the future.

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