Selling a Fire and Security Business: The Strategic M&A Guide

Selling a Fire and Security Business: The Strategic M&A Guide

James Dixey — Founder and Managing Director    ·    14 min read    ·    James Dixey Limited

The fire and security sector is one of the most actively consolidating service markets in the UK. The dynamics are well understood by professional buyers, less well understood by the owner-managers selling to them. This is the long version of the conversation.

EXECUTIVE SUMMARY

•  Average and median UK fire and security M&A multiples sit at around 7–9x EV/EBITDA. Premium outcomes — 9–11x — are reserved for businesses with above-60% recurring revenue, current accreditation, £500k+ EBITDA, and a credible management bench beyond the founder.

•  The buyer universe splits broadly into three groups: PE-backed buy-and-build platforms, trade consolidators with strategic interest, and overseas entrants. Each has different deal preferences, different price tolerances, and different post-completion expectations.

•  Deal structures in F&S typically involve a meaningful proportion of consideration deferred — earn-outs of 12–36 months, equity rollover into the platform, and management ties. Headline multiples can therefore be misleading: cash-at-completion is the number that matters.

•  The right preparation window is eighteen to twenty-four months. Within that window the levers an owner can pull — recurring revenue mix, accreditation cleanliness, founder dependence — meaningfully change the multiple at exit.

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This guide is the long version of the conversation we have with fire and security owners thinking about a sale. It covers what the market looks like in 2026, who the realistic buyers are, how multiples actually work, the structural decisions that move price, and the practical preparation that turns a sector-median outcome into a premium one. It is the document I wish someone had given me when I sold my own business — Pilgrims, which was an education business rather than F&S, but the dynamics of an owner-led sale are remarkably similar across regulated service markets.

Where the market sits in 2026

The UK fire and security sector remains one of the most actively consolidated service markets in the country. Grant Thornton's most recent facilities services tracker puts the PE share of deals at around 70% — materially above the 46% PE share across the wider facilities services market — and the named platforms continue to acquire at pace. Average and median transaction multiples have trended to circa 7–9x EV/EBITDA on Wilson Partners' commentary, with the top of the range — the 9–11x outcomes — reserved for businesses with the recurring revenue, accreditation and management characteristics described later in this guide.

The supply-demand picture is the most important thing to understand. There are at least six active PE-backed platforms acquiring in the sector right now (andwis, Ranger, Obsequio, New Path, Checkmate Fire on the passive side, Marlowe Fire & Security on the trade side), plus three new platforms in formation that we are tracking. Against that, the supply of quality businesses coming to market is tighter than the demand. The arithmetic is simple: more capital chasing fewer businesses produces higher multiples, particularly at the upper end of the size range.

None of this lasts forever. Every consolidation wave eventually hits the point where platforms are full, easy-money multiples come off the table, and the marginal buyer disappears. We are not at that point yet. We are not far enough from it for anyone serious about an exit in 2027–28 to delay the preparation work.

Who actually buys fire and security businesses

The buyer universe splits broadly into three groups. Knowing which group is most likely to buy your business — and what each group cares about — is the single most useful input into a sale strategy.

Group one: PE-backed buy-and-build platforms

This is the dominant buyer cohort in 2026, accounting for the majority of completed deals in the £2–15m EV range. The named platforms have specific acquisition criteria, deal sizes they prefer, geographies they want and capability gaps they are trying to fill.

The platforms are different in important ways. andwis (H.I.G. Capital) is the most prolific and the most diversified — 29 acquisitions in three years across active fire, passive and security, all geographies. Ranger (Hyperion Equity Partners) is nationally aggressive and well-capitalised, with a £150m Apera debt facility behind it. Obsequio (now Warren Equity Partners following the October 2025 sponsor change) is mid-cycle, recapitalised, and likely to accelerate now WEP has fully assumed the platform. New Path (Duke Capital) is smaller and more disciplined, focused on the South and London. Checkmate Fire (IK Partners) is the passive fire specialist. Each will pay differently for the same business depending on whether you fit their geography and capability gap.

The implication for sellers: the right process puts your business in front of the right two or three platforms simultaneously under NDA, not all six. A scattergun approach produces noise; a curated approach produces tension. The advisor's job is the curation, not the introduction.

Group two: trade consolidators with strategic interest

Several established F&S businesses outside the PE platform set are active acquirers in their own right — Marlowe Fire & Security, Walker Fire, Spy Alarms (Phoenix), and a number of regional groups with strategic interest in specific capabilities or geographies. Trade buyers usually pay slightly less on headline multiple than PE platforms, but the deal structure is often simpler — more cash at completion, less deferred consideration, fewer earn-out conditions — and the integration is often more straightforward operationally.

For a seller, the trade route is worth considering particularly if the deal complexity matters to you (you want to be out quickly, you do not want a long earn-out, you do not want equity rollover into a platform), or if a specific trade buyer is a genuinely better fit than the PE alternatives. Do not assume the highest headline number is the best deal — it almost never is.

Group three: overseas entrants

A smaller but growing buyer cohort is overseas. US-backed platforms (Warren Equity Partners' Obsequio is the most visible example) are increasingly active in UK F&S, attracted by the regulatory tailwinds and the relative valuation against the US market. European trade and PE buyers are also active. For sellers with the right business profile — typically national reach, professional financial reporting, and a defensible recurring revenue base — the overseas buyer pool adds meaningful competition to the domestic process.

How multiples actually work in F&S

It is worth spending time on this because the multiple conversation is where most owner-managers we speak to are misinformed. The headline ranges in trade press articles are misleading without segmentation.

The right way to read F&S multiples is segmented:

•   Sector-median: 4–8x. Typical owner-managed businesses with mixed revenue, decent accreditation, EBITDA below £500k.

•   Premium segment: 8–10x. Above-60% recurring revenue, current accreditation, £500k+ EBITDA, credible second-tier management.

•   Exceptional auction outcomes: 11x. Rare. Reserved for businesses with a combination of scarcity (passive fire specialism, FIRAS accreditation, public-sector framework contracts) and a competitive auction process with multiple PE platforms at the table.

The median across all UK F&S transactions in 2025 (Wilson Partners) was approximately 9x EV/EBITDA, with listed comparable companies trading meaningfully below at around 7.4x. The reason the median sits above the listed comparable is the PE platform premium — platforms can pay more for individual bolt-ons than the equivalent listed company can pay for a sub-scale acquisition, because the platform's own valuation arithmetic supports it.

The conversation owners need to have is not 'what is the multiple', it is 'what segment am I in, and what would it take to move up one'. The answer to the second question is almost always worth more than chasing the first.

The structural decisions that move price

Recurring revenue mix

As covered in the companion piece on F&S consolidation, the proportion of revenue that is contracted recurring maintenance — rather than project installation or reactive call-out — is the single most-watched number in any F&S transaction. Every pound of additional contracted maintenance revenue is worth several times its face value at exit. If you are 18–24 months from a sale, this is the highest-return work you can do.

The mechanics: identify the maintenance contracts sitting on annual rolling terms and convert them to multi-year. Identify the customers paying for installation work with no follow-on service agreement and offer them one. Track and publish renewal rates monthly — the buyer will ask for it, and being able to demonstrate a 90%+ renewal rate over 24 months is genuinely valuable evidence.

Accreditation cleanliness

The accreditation stack matters more in F&S than in almost any other service sector. NSI Gold and SSAIB on the security side; BAFE SP203-1 on active fire; FIRAS and IFC on passive fire; ISO 9001/14001/45001 across the board. A buyer walking into your data room will check every certificate, the audit history, every recorded non-conformance and every action plan. A clean file is a moat. A patchy file costs you money.

The work to put it right is mechanical: audit yourself before the buyer does, close out any open non-conformances, document the corrective actions, and have a clean file ready to share by the time you go to market.

Founder dependence

Platform buyers are underwriting your business on the assumption that it continues to perform after you have either left or substantially stepped back. The more of the business that runs through your relationships, your sales pipeline, your operational decisions, the harder that assumption is to make — and the more the price has to be discounted to reflect the integration risk. A credible second-tier management team is the answer: operations director, sales director, technical director who can each hold their own without daily founder input. Documenting this — org chart, role descriptions, recent decisions made without the founder — is part of the diligence pack.

Pricing the property question

Many established F&S businesses own their freehold operating premises through the same company. Whether the deal is structured as a share sale with the freehold included, a share sale with the property carved out into a separate PropCo, or an asset sale entirely is a structuring decision with material tax and price consequences. The right answer depends on the specific freehold, the planning position, the value, and the seller's post-completion plans. Get the structuring conversation early — it materially shapes the buyer pool and the price.

Deal structures: what you actually get paid

Headline multiples are misleading without an understanding of the deal structure. F&S transactions typically involve:

•   Cash at completion: usually 60–80% of headline consideration, paid on the day. Less for businesses with significant earn-out conditions or equity rollover.

•   Earn-out: 12–36 months, typically tied to EBITDA targets. Honest earn-outs reflect genuine performance uplift the buyer expects to drive; aggressive earn-outs are price negotiation in disguise.

•   Equity rollover: PE platforms often want the seller to roll a portion of consideration into platform equity, on the basis that the platform's exit in 3–5 years will produce a second payment for the seller. The economics can be attractive; the lock-in needs to be understood.

•   Management ties: non-compete, non-solicit, restrictive covenants over a defined period. Standard, negotiable, and worth getting right.

The number that matters most for most sellers is cash-at-completion, not headline. A £10m deal with £6m at completion and £4m of earn-out tied to aggressive targets is not the same deal as a £9m deal with £8m at completion and a modest earn-out. The advisor's job in negotiation is partly to translate between the two and make sure the seller understands the difference before signing heads of terms.

Timing and process

A well-run F&S sale process from instruction to completion typically takes eight to twelve months. The phases break down as:

•   Preparation: 2–4 months. Valuation, normalised EBITDA bridge, IM, buyer mapping, data-room population. Owner does the work alongside the advisor; the work is back-loaded onto the advisor.

•   Going to market: 1–2 months. Targeted confidential outreach, NDA management, qualification calls, deadline-driven indicative offer stage.

•   Buyer selection: 1 month. Indicative offers reviewed, preferred bidder selected, heads of terms negotiated, exclusivity granted.

•   Due diligence and completion: 2–5 months. Financial, legal, tax and commercial diligence. SPA negotiation. Warranty and indemnity package. In F&S the timeline often extends here because of accreditation transfers — BAFE, NSI, SSAIB and FIRAS each have notification and re-issue processes that need to run in parallel with the legal completion.

Faster timelines are possible — six months for well-prepared businesses with tight buyer fit — but the risk-reward of compressing the timeline is rarely in the seller's favour. A buyer who knows the process is being rushed will push for price concessions to compensate.

The preparation programme

If you are eighteen to twenty-four months from a sale, here is the work that genuinely moves the needle:

•   Months 1–6: Recurring revenue conversion. Identify rolling annual maintenance contracts, convert to multi-year terms. Identify installation customers without service agreements, offer them one. Begin monthly tracking of recurring revenue percentage and renewal rate.

•   Months 4–10: Accreditation file clean-up. Audit yourself before the buyer's auditor does. Close out open non-conformances. Document corrective actions. Refresh internal audit cycle.

•   Months 6–12: Management bench-strengthening. Recruit or develop the second tier of management you need to make the business operate without the founder for two-week stretches. Document org chart, role descriptions and key decisions.

•   Months 9–14: Financial cleanup. Normalised EBITDA bridge with supporting evidence. Three-year forecast model. Quality of earnings exercise from a sector-specialist accountant if the deal is likely to be above £5m EV.

•   Months 12–18: Property structuring. Decide and execute the freehold question. PropCo carve-out if relevant. Confirm planning position.

•   Months 15–20: Advisor engagement and preparation. Engagement letter signed. IM and data room populated. Buyer list curated and confirmed.

•   Months 18–24: Market launch and completion.

Twenty-four months is the upper end. Most owner-managers come to us closer to twelve months from desired exit, which is workable but tighter. Anything inside six months of desired exit is essentially the marketing and process work; the structural preparation has already happened or has not.

What the right advisor actually does

A direct point on this. The advisor's job in an F&S sale is not the introduction. The named platforms in this guide already know about your business, broadly. They will respond to a credible approach from any half-decent advisor.

What the advisor actually does — and what generates the price difference — is the curation and the tension. A scattergun approach to eight buyers produces noise and a deteriorating offer because each buyer concludes you are a problem looking for a home. A curated approach to the right three buyers, run as a confidential simultaneous process under NDA, with a deadline-driven offer stage and disciplined post-IOI buyer selection, produces tension. The tension is the price uplift. That is where the advisor's fee genuinely earns its keep.

The second job is the structuring conversation. The advisor's experience across multiple recent F&S deals means they know what each platform has paid recently, what each platform has been willing to flex on, what each platform's typical earn-out structure looks like, and where the negotiation room actually is. That is hard for any owner-manager to know in isolation.

The third job is the diligence buffer. The 8–12 weeks of due diligence is operationally distracting in a way most sellers underestimate. The advisor's role is to absorb the document requests, manage the query log, run the regulatory transfer applications in parallel, and keep the owner focused on running the business through the most disruptive phase. Sales processes that fall apart in diligence almost always fall apart for one of two reasons: operational performance has slipped because the owner is distracted, or a diligence finding has been mishandled. Both are largely advisor-preventable.

Fees and the engagement

Our standard engagement model is designed for alignment: an engagement fee on instruction. The engagement fee covers preparation — valuation, buyer mapping, IM, data-room. The success fee is only payable on completion. If the transaction does not complete, the only fee paid is the engagement fee. Specific terms are shared on a confidential first call.

Legal fees on the sale and purchase agreement, due diligence and tax structuring sit alongside this, paid by the seller separately to a corporate law firm. For an F&S deal in the £3–15m EV range, total legal fees typically run £80k–£200k depending on complexity.

The right way to think about cost is in relation to outcome. A well-run process should add materially more to the headline price than the fee through competitive tension, structure and negotiation. A direct sale, or a sale with the wrong advisor, typically leaves 15–30% of value on the table — which on any business in our range is several multiples of the fee itself.

Related: The structural argument for selling now — what is happening in the consolidation wave.  (/insights/fire-security-market-consolidating-owners-on-the-fence)

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SOURCES

[1] Grant Thornton facilities services M&A tracker (2025): PE buyer share of approximately 70% in UK fire and security; 46% across the wider facilities services market.

[2] Wilson Partners F&S sector commentary (2025): median UK transaction multiple of approximately 9x EV/EBITDA; listed comparable cohort trading at approximately 7.4x.

[3] BDO and Hampleton Partners mid-market M&A commentary (2024–2025) on the segmentation of F&S multiples and the structural drivers of the PE platform premium.

[4] Platform acquisition counts and ownership confirmed against trade press and platform disclosures 2023–2026, as set out in the companion consolidation article in this series.

[5] Regulatory framework: Fire Safety Act 2021, Building Safety Act 2022; accreditation references to BAFE SP203, FIRAS, IFC, NSI Gold, SSAIB, ISO 9001/14001/45001 are standard sector terminology and verifiable through the respective accreditation bodies.

James Dixey Limited — Specialist M&A for regulated, owner-managed businesses in Care, Education, Fire & Security and Other Regulated Services.