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  <title>Michael J. Seligman: Writing</title>
  <link>https://seligman.eu/writing/</link>
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  <description>Essays on private equity in fund administration and corporate services.</description>
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  <lastBuildDate>Wed, 30 Sep 2026 09:00:00 +0100</lastBuildDate>
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    <title>One Sponsor, Three Bets</title>
    <link>https://seligman.eu/writing/one-sponsor-three-bets/</link>
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    <pubDate>Wed, 30 Sep 2026 09:00:00 +0100</pubDate>
    <dc:creator>Michael J. Seligman</dc:creator>
    <description>Permira’s investments in Tricor, Alter Domus and JTC, read as a sequence: the same bet in fund administration and corporate services, repriced three times.</description>
    <content:encoded><![CDATA[<p class="lede-em"><em>Permira’s decade in fund administration and corporate services</em></p><p>I research deals in this market week to week, partly for work and partly out of personal interest. Regional ones that get little exposure online, and the ones that make the headlines. One name keeps repeating in fund administration and corporate services. Permira has stayed in the sector for a decade, and it keeps paying as if the work inside these firms can still be changed.</p><p>Permira has backed three of the most important businesses in fund administration and corporate services in the last ten years. Tricor in 2016, Alter Domus in 2017 and JTC, completed on 1 September 2026 alongside CPP Investments.<sup><a href="#note-1" aria-label="Note 1">1</a></sup> Each deal has been written up on its own. Read as a sequence, they are the same bet, repriced.</p><p>The numbers first.</p><p>Tricor, 2016. Announced consideration of $835 million, reported at the time as about 15 times EBITDA of roughly $55 million.<sup><a href="#note-2" aria-label="Note 2">2</a></sup> Sale to Baring Private Equity Asia agreed in 2021 at an enterprise value of $2.76 billion.<sup><a href="#note-3" aria-label="Note 3">3</a></sup> Reuters reported that Tricor's chief executive said revenue had doubled and EBITDA had grown two and a half times during Permira’s ownership. Reuters put the exit at a little over 20 times estimated 2021 EBITDA. AVCJ subsequently reported approximately 23 times.<sup><a href="#note-4" aria-label="Note 4">4</a></sup></p><p>Alter Domus, 2017. Permira partnered with the three founders, agreed in 2016 and completed in 2017, for a minority stake. The entry price was not publicly disclosed. When Cinven's investment was announced in March 2024, the enterprise value was €4.9 billion and, by Permira’s account, revenue, EBITDA and headcount had all grown more than five times.<sup><a href="#note-5" aria-label="Note 5">5</a></sup></p><p>JTC, 2025. A recommended cash offer of 1,340 pence, a 49 percent premium to the closing price before Permira’s first offer, an enterprise value of £2.7 billion, and 26.2 times pre-IFRS 16 adjusted EBITDA of £100 million for the twelve months to June 2025.<sup><a href="#note-6" aria-label="Note 6">6</a></sup> Six proposals from Permira, four from Warburg Pincus, and a board that recommended the sixth.</p><p>Fifteen at entry, a little over twenty at exit, twenty-six at entry. Same sponsor, same sector, three prints on three different bases. The missing print is Alter Domus at entry, where the valuation was not disclosed in the original announcement.</p><h2>2016. Buy the leader and standardise it</h2><p>Tricor became available because Bank of East Asia, its majority owner, was under pressure from an activist.<sup><a href="#note-7" aria-label="Note 7">7</a></sup> Permira won a competitive process for what it called a rare chance to own a market leader in a highly fragmented industry. Two thousand staff, thirty-seven cities, twenty jurisdictions, doing corporate secretarial, accounting and payroll across Asia.</p><p>Permira’s account of the five years that followed is a list of the classic levers. Ten acquisitions, workflow automation, a shared service centre, a rebuilt sales organisation to cross-sell across jurisdictions.<sup><a href="#note-8" aria-label="Note 8">8</a></sup> Consolidate the fragmented market, move the routine work to a centre, sell more to the clients you already have. That was the playbook most operators in this sector ran through the 2010s, myself included, and it worked. Fifteen times was called expensive at the time. It was the price of a leader with that playbook in front of it.</p><h2>2017. Buy the mix shift</h2><p>Alter Domus was a different bet. Permira describes it as a transformation from a Luxembourg corporate services provider into a leading global fund administrator.<sup><a href="#note-9" aria-label="Note 9">9</a></sup> The value lay in expanding its alternative fund administration business globally, as allocations to private markets were growing. Every new fund needed administering, and the firms already serving the largest managers grew with them.</p><p>Five times revenue and EBITDA in seven years is what that looks like. By 2024 the market priced it accordingly, and Permira kept a significant stake rather than sell out.</p><p>Both bets were priced on the shape of the market. Fragmentation in one case, growth in the other. The operating model inside the business was a lever to pull along the way.</p><h2>2025. Buy the operating model</h2><p>The growth was already there. Since its 2018 listing JTC had grown revenue from £59.8 million to £305.4 million by 2024 and underlying EBITDA more than sevenfold, with net organic growth of 11.3 percent in 2024 and 8.5 percent in 2025 and the rest from acquisitions.<sup><a href="#note-10" aria-label="Note 10">10</a></sup> The public market valued the equity at £1.7 billion on 28 August 2025, the last close before the offer period began.<sup><a href="#note-11" aria-label="Note 11">11</a></sup> Permira paid £2.3 billion for the equity, and an enterprise value of £2.7 billion.</p><p>The offer document is blunt about why the board recommended a take-private. It lists the constraints of being listed. Equity for large deals is hard to raise, public markets want less leverage than PE-owned competitors, and early returns are expected. The board wanted to make a meaningful investment in AI and technology, and it expected that investment could hurt operating profit, EBITDA margin and free cash flow in the short term, and it was concerned about the possible share-price reaction. Better, the board concluded, to do it privately with Permira.<sup><a href="#note-12" aria-label="Note 12">12</a></sup></p><p>JTC's underlying margin was 33 percent in 2024 and 32.6 percent in 2025.<sup><a href="#note-13" aria-label="Note 13">13</a></sup> On my reading of the price, 26 times on a business the public market had at £1.7 billion only works if the operating model changes. More capacity per person as technology takes on routine processing. The investment has to include training, so people can develop into roles with more judgement, review and client responsibility. Volume can then grow without headcount rising in proportion. The completion statement sets out investment in next-generation technology and AI capabilities, alongside continued acquisitions focused on North America and Europe.<sup><a href="#note-14" aria-label="Note 14">14</a></sup></p><p>There is a reason the bet has to sit there now. The growth that priced Alter Domus in 2017 is no longer a given. Closed-end private equity fundraising fell 17 percent in 2025,<sup><a href="#note-17" aria-label="Note 17">17</a></sup> private credit vehicles restricted redemptions through early 2026, and in June Partners Group capped withdrawals on an $8.6 billion evergreen private equity fund after requests reached nearly 10 percent of net asset value.<sup><a href="#note-15" aria-label="Note 15">15</a></sup> The JTC board had already cited macroeconomic uncertainty and its effect on new fund launches in its November 2025 recommendation.<sup><a href="#note-12" aria-label="Note 12">12</a></sup> At the same time, gates, redemption queues and continuation vehicles mean more administrative work per dollar of assets. Less new volume and more work per unit is a combination that mostly rewards one kind of firm. The one whose platform handles routine complexity and whose people are trained to handle the exceptions. Twenty-six times is a bet on being that firm.</p><h2>What the sequence tells you</h2><p>The multiple followed the thesis. Tricor was a good company at 15 times and a good company at 20. The simplest explanation for the difference is what the next owner thought they could do with it. A services firm is priced as whatever story the market currently tells about services firms, and that story has changed twice in a decade.</p><p>The current story is the operating model, and it has a cost attached. The JTC board said the AI investment could hurt margins before it helped them. That is something every administrator and corporate services firm now has to hold. The transformation that justifies the price depresses the number the price is calculated on. Anyone who has sat in a monthly review while a delivery centre was being built knows exactly what that year looks like. Private ownership pays for that gap.</p><p>Permira sold Tricor to Baring Private Equity Asia, which merged it with Vistra in 2023 into a $6.5 billion platform.<sup><a href="#note-16" aria-label="Note 16">16</a></sup> It kept a stake in Alter Domus when Cinven came in. It has over a decade in what it calls FACTS, fund administration, corporate and trust services, and four decades in services. Permira did not leave the sector. It changed the price it would pay inside it.</p><p>The next transaction in this sector will be priced on whether the change has actually happened. Revenue per person, the share of routine work that runs on the platform, how many reviewers the firm needs as preparation becomes automated, and whether training is turning that capacity into stronger judgement and better client service.</p><p>Which leaves every firm in this market with a question to ask about itself. Are you priced as a leader to be consolidated, as a mix shift into growth, or as an operating model? The first two are stories about your market. The third is a story about you, and my reading of JTC is that the premium depends on being able to change it.</p><p class="aside-note">Used a model to chase citations and tidy the notes. It has never built a delivery centre (at least not yet).</p><section class="notes" aria-labelledby="notes-h"><h2 id="notes-h">Notes</h2><ol><li id="note-1" value="1">Permira, JTC completion, 1 September 2026. <a href="https://www.permira.com/news-and-insights/announcements/jtc-enters-new-growth-phase-in-partnership-with-permira" rel="noopener" target="_blank">Source</a></li><li id="note-2" value="2">AVCJ, Tricor acquisition, October 2016. <a href="https://www.avcj.com/avcj/news/3002155/permira-to-buy-hong-kong-based-corporate-services-provider-for-usd835m" rel="noopener" target="_blank">Source</a></li><li id="note-3" value="3">AVCJ, Tricor sale, November 2021. <a href="https://www.avcj.com/avcj/news/3025391/baring-asia-buys-tricor-from-permira-for-usd27b" rel="noopener" target="_blank">Source</a></li><li id="note-4" value="4">AVCJ deal-focus and <a href="https://www.euronews.com/next/2021/11/02/tricor-m-a-bpea" rel="noopener" target="_blank">Reuters/Euronews</a>, November 2021. Reuters: just over 20 times estimated 2021 EBITDA. AVCJ: 23 times BPEA is said to have paid. Estimates unreconciled. <a href="https://www.avcj.com/avcj/official-record/3025615/deal-focus-permira-passes-tricor-baton-to-baring" rel="noopener" target="_blank">Source</a></li><li id="note-5" value="5">Permira, Alter Domus partial monetisation, and <a href="https://alterdomus.com/insight/alter-domus-secures-strategic-investment-from-cinven/" rel="noopener" target="_blank">Alter Domus's release</a>, March 2024. <a href="https://www.permira.com/news-and-insights/announcements/permira-agrees-partial-monetisation-of-alter-domus" rel="noopener" target="_blank">Source</a></li><li id="note-6" value="6">JTC/Permira, Rule 2.7 offer announcement, 10 November 2025. <a href="https://media.permira.com/media/tf5b11jo/rule-27-announcement-10-november-2025.pdf" rel="noopener" target="_blank">Source</a></li><li id="note-7" value="7">AVCJ, Tricor acquisition. Elliott's pressure on Bank of East Asia. <a href="https://www.avcj.com/avcj/news/3002155/permira-to-buy-hong-kong-based-corporate-services-provider-for-usd835m" rel="noopener" target="_blank">Source</a></li><li id="note-8" value="8">Offer announcement, Tricor track record. <a href="https://media.permira.com/media/tf5b11jo/rule-27-announcement-10-november-2025.pdf" rel="noopener" target="_blank">Source</a></li><li id="note-9" value="9">Offer announcement, Alter Domus track record. <a href="https://media.permira.com/media/tf5b11jo/rule-27-announcement-10-november-2025.pdf" rel="noopener" target="_blank">Source</a></li><li id="note-10" value="10">Offer announcement and <a href="https://www.jtcgroup.com/news/jtc-2025-full-year-financial-results/" rel="noopener" target="_blank">JTC FY2025 results</a>. FY17 baseline precedes the 2018 IPO. Announced/completed: Tricor entry October 2016/March 2017, exit November 2021/June 2022. Cinven March/October 2024. <a href="https://media.permira.com/media/tf5b11jo/rule-27-announcement-10-november-2025.pdf" rel="noopener" target="_blank">Source</a></li><li id="note-11" value="11">Offer announcement, JTC market value on 28 August 2025. <a href="https://media.permira.com/media/tf5b11jo/rule-27-announcement-10-november-2025.pdf" rel="noopener" target="_blank">Source</a></li><li id="note-12" value="12">Offer announcement, board rationale. <a href="https://media.permira.com/media/tf5b11jo/rule-27-announcement-10-november-2025.pdf" rel="noopener" target="_blank">Source</a></li><li id="note-13" value="13">Margin calculations from JTC's reported results: FY2024 £101.7m/£305.4m = 33.3%. FY2025 £124.5m/£381.9m = 32.6%. Published 26.2 times: EV less £51m lease liabilities at 30 June 2025, divided by £100m LTM June 2025 pre-IFRS 16 adjusted EBITDA. <a href="https://media.permira.com/media/tf5b11jo/rule-27-announcement-10-november-2025.pdf" rel="noopener" target="_blank">Offer Appendix 2</a>. The rounded £2.7bn headline does not reproduce the multiple. <a href="https://www.jtcgroup.com/wp-content/uploads/2026/05/JTC-AR_2025_Interactive_Final_30-April.pdf" rel="noopener" target="_blank">Source</a></li><li id="note-14" value="14">Permira, JTC technology and expansion plans, 1 September 2026. <a href="https://www.permira.com/news-and-insights/announcements/jtc-enters-new-growth-phase-in-partnership-with-permira" rel="noopener" target="_blank">Source</a></li><li id="note-15" value="15">Bloomberg, Partners Group redemptions, 3 June 2026. <a href="https://www.cnbc.com/2026/06/04/partners-group-private-equity-fund-restrictions-investor-redemptions.html" rel="noopener" target="_blank">CNBC</a>, 4 June 2026. <a href="https://www.congress.gov/crs-product/IN12674" rel="noopener" target="_blank">CRS IN12674</a>, private-credit restrictions, 2026. <a href="https://www.bloomberg.com/news/articles/2026-06-03/partners-group-gates-evergreen-fund-as-redemption-requests-rise" rel="noopener" target="_blank">Source</a></li><li id="note-16" value="16">Reuters/MarketScreener, Vistra and Tricor merger, July 2023. <a href="https://www.marketscreener.com/quote/stock/VISTRA-CORP-34858180/news/BPEA-EQT-completes-6-5-bln-merger-of-Vistra-and-Tricor-44450461/" rel="noopener" target="_blank">Source</a></li><li id="note-17" value="17">McKinsey, Global Private Markets Report 2026. Global closed-end PE fundraising fell 17% in 2025. Alternative structures grew. <a href="https://www.mckinsey.com/industries/private-capital/our-insights/global-private-markets-report/private-equity" rel="noopener" target="_blank">Source</a></li></ol></section>]]></content:encoded>
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    <title>Buyers Can Model the Revenue. They Can’t Model Who Stays.</title>
    <link>https://seligman.eu/writing/buyers-cant-model-who-stays/</link>
    <guid isPermaLink="true">https://seligman.eu/writing/buyers-cant-model-who-stays/</guid>
    <pubDate>Wed, 09 Sep 2026 09:00:00 +0100</pubDate>
    <dc:creator>Michael J. Seligman</dc:creator>
    <description>Every metric in a services business is produced by a person. Why people risk is the part of a deal buyers worry about most and discuss least.</description>
    <content:encoded><![CDATA[<p>After the first of these pieces went out, a former colleague who once worked for me wrote privately. She agreed with most of it, and then she corrected it. Every number I had described, she pointed out, is produced by a person. Wallet share grows because someone earned the trust. A delivery model only changes if someone leads it. She was right, and she had put her finger on the part of the argument buyers worry about most and discuss least.</p><p>A buyer can model the revenue. What a buyer cannot model is whether the people who produce it will still be there in year two.</p><h2>What buyers test on people</h2><p>Management quality is priced. So is its absence. Every pack has a leadership page with confident photographs and a paragraph on culture, and buyers read past it quickly, because what they want to know is not on the page.</p><p>They want to know how deep the bench is behind the top team. They want to know whether the client relationships belong to the firm or to a handful of individuals, which comes down to one question: who does the client call, and what happens when that person leaves. And they want to know who the offices listen to, because that is who will land the plan.</p><h2>Every metric has a person behind it</h2><p><a href="https://seligman.eu/writing/eighteen-months-on-the-buy-side/">I wrote earlier that logo retention is gravity and the verdict is in the wallet</a>. That was about the statistics. Behind every statistic is a relationship, and the relationship is personal before it is institutional.</p><p>The largest account I ever managed became the group's largest account, and it started as one relationship with one person, a head of expansion, for one service. That is where most accounts stay. What changed this one was not the relationship but what we built around it.</p><p>Their expansion ran in layers: one function first, then the next, then the next, in every new market. I mapped the layers and the people who ran each of them, and made sure we were the firm every one of those people called, not just the one who had called us first. Then I put the account on paper: a plan for every layer, and a global P&amp;L for the account as a whole, so it could be reviewed, resourced and grown like a business rather than protected like a friendship.</p><p>That is the whole difference. A relationship is worth what the buyer thinks two people will do next. An account with a map, a plan and a P&amp;L is a business. Making a relationship institutional without making it impersonal is one of the hardest things a services business does, and one of the most valuable.</p><h2>The office below critical mass</h2><p>The problem the leadership page never describes is arithmetic. A services office needs roughly 25 to 30 people before anyone in it has a backup. Below that, every delivery person is a single point of failure, however junior. In a ten-person office, one absence is a tenth of the capacity and very often all of one client.</p><p>I ran footprints with quite a few offices below that line, and I saw the same failure more than once. It was rarely resignation. It was someone burning out in the seasonal peak, or going on sick leave in the middle of it, and the work they carried had nowhere to go. That created two problems at once. One was the well-being of the person, and of the two or three colleagues absorbing the load. The other was that you cannot hire a temporary specialist in a regulated function at a week's notice. The work was late, the client noticed, and the office spent the next year rebuilding trust it had taken five to earn.</p><p>The only durable answer I found was to get the office over the line. Where a local business was available, we acquired it. Where it was not, we grew the office as fast as the market allowed, because every month below critical mass was a month of exposure. That is a slow and expensive fix.</p><p>I did not always see it coming. The monthly pack showed utilisation, and utilisation above target reads as good news right up until the person producing it stops. Looking back, high utilisation in a small office was the warning, not the result.</p><p>This is where AI changes the people story, and it is the part of the AI conversation I hear least. Everyone talks about headcount. The more important effect is that AI lowers the critical mass. If the routine work in a twelve-person office can be carried by the platform, that office starts to behave like a thirty-person office: the people in it are freed for the work only they can do, and the single points of failure become fewer and better protected. That is a resilience story. For the offices where <a href="https://seligman.eu/writing/the-last-mile/">the last mile</a> actually gets walked, it is the most important thing AI will do.</p><h2>Fewer, better, harder to keep</h2><p>The labour arbitrage era optimised for many adequate people doing standardised work. That was the right design for its time, and it built the businesses most of us ran. It is not the design for what comes next.</p><p>As processing moves to machines, the work that remains is judgement, exceptions, relationships and local knowledge. That is the work that needs the best people rather than the cheapest. AI raises the floor of what a person in the business has to be, and it does so at the same time as it reduces how many of them there are. Technology takes out headcount and raises the importance of every remaining head.</p><p><a href="https://seligman.eu/writing/eighteen-months-on-the-buy-side/">I wrote in the first piece that a cost advantage built on labour arbitrage is a melting asset</a>. This is the people version of the same problem, and I say it as someone who built those centres and would build them again. They were designed to hold thousands of adequate people cheaply, and every underwriting model still assumes them. The next model needs a few hundred excellent people, and nobody has yet worked out how to pay, promote and keep them inside a cost structure built for the opposite. The centre that was the sector's biggest cost advantage is becoming its biggest people risk. Finding, keeping and leading the people who remain becomes most of the job.</p><p>My former colleague put it in one line. AI makes people more important, not less.</p><h2>What the leaders I rated did</h2><p>They hired and promoted for judgement rather than throughput. This sounds obvious and is rarely done, because throughput is measurable and judgement is not.</p><p>They made relationships institutional without making them impersonal: a second name the client knew, a plan for every layer, and a P&amp;L with the client's name on it rather than the salesperson's.</p><p>They treated retention as a commercial metric. Attrition in the teams serving the top accounts is the earliest warning of wallet share loss I know, and it arrives a year before the revenue does.</p><p>And they showed up, because the person the office listens to has to be in the office.</p><h2>The conversations people remember</h2><p>I spent a great deal of my career on the numbers. Targets, margins, utilisation, the monthly pack. When my former colleague wrote to me, what she remembered from our time working together was none of that. She remembered the conversations about culture, about who to keep and who to develop, about what kind of place we were trying to build. Looking back, those conversations were the work. The numbers came out of them.</p><p>That is the part the buyer cannot model. The buyer asks what the offices do differently. The better question is who is still there to do it.</p>]]></content:encoded>
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    <title>The Last Mile: Why Transformation Plans Die at the Office Door</title>
    <link>https://seligman.eu/writing/the-last-mile/</link>
    <guid isPermaLink="true">https://seligman.eu/writing/the-last-mile/</guid>
    <pubDate>Tue, 01 Sep 2026 09:00:00 +0100</pubDate>
    <dc:creator>Michael J. Seligman</dc:creator>
    <description>Why transformation plans written at the centre fail in the offices that have to run them, and why buyers pay only for what has landed.</description>
    <content:encoded><![CDATA[<p>I have co-written global transformation plans and been part of many more, and I have been the regional Head those plans landed on. Over two decades in international services businesses, I sat at both ends of the programme. The view from the receiving end is the one most transformation leaders never get.</p><p>From the centre, the plan is elegant. The logic holds, the numbers compound, the phasing is sensible. From the office floor, the plan is one more thing arriving on top of clients, targets and month-end. A transformation plan is a working hypothesis. Every office in the footprint is an experiment that can falsify it.</p><h2>A buyer pays for what landed</h2><p><a href="https://seligman.eu/writing/eighteen-months-on-the-buy-side/">Last week I wrote about the numbers a buyer prices</a>. Transformation claims get the same treatment, only harder.</p><p>In eighteen months advising private equity buyers in this sector, I have not seen a single pack that did not present transformation as underway. Savings identified. Capacity about to be unlocked. Cross-sell machinery about to switch on. Buyers have learned to sort these claims into two piles: evidenced and asserted. None of this means the plans are dishonest. Most are written in good faith. But good faith is not evidence. Claimed capacity ceilings rarely survive contact with the actual operation. Cross-sell lands at a fraction of the ambition, and over years when the deck promised quarters. Savings that depend on offices changing how they work are discounted until someone can point to an office that has actually changed.</p><p>A buyer does not pay for the plan. A buyer pays for what the offices actually do differently.</p><h2>The receiving end has its own rationality</h2><p>Local offices are rarely the villains of a failed rollout. The receiving end has its own rationality, and most plans are written as if it were less important.</p><p>Offices run P&amp;Ls. They adopt what helps their number and route around what does not. I did this myself. As a regional leader I had global initiatives arriving on my patch constantly. Some I pulled in and championed. Some I pushed back on. The org chart was never the reason. The question was always whether the thing made my clients better served and my numbers better, or just made my month harder.</p><p>Then there is the sentence every programme leader learns to dread: "No, but here it is different." Sometimes it is true. I once spent the better part of a year getting twenty countries onto one standard scope of work, and in every single country the first answer was that it could not work there. The honest answer was yes and no. The local nuances were real. They were also the last mile of the road rather than the whole of it. Learning to tell a genuine constraint from a veto dressed as a fact is half the job.</p><p>And underneath it all sit the incentives. If the office is still measured and paid on the old model, the office still runs the old model, and month-end does not pause for the rollout.</p><h2>What actually lands</h2><p>The programmes I saw land, and the ones I landed myself, tended to share a few habits.</p><p>They split the work honestly between what must be global and what is genuinely the local last mile. Platforms, standards and shared delivery belong to the centre. I helped build a delivery centre on exactly that split, and the split is what made it work. The last mile stayed local, and the offices could see which was which.</p><p>The work that moves to a shared centre is not the last mile. The last mile is what the office does once that work has gone: the client, the onboarding, the exceptions, the local rulebook. That is also where the knowledge has to stay. If the office no longer does the work, it stops producing the people who know how the work is supposed to be done. AI will hit the centre first. It will not design the leftover office for you.</p><p>They changed the incentives before the process. Shared metrics do more to pull a footprint in one direction than any template I have seen.</p><p>They landed through people the offices rated, because granted authority tends to stop at the office door.</p><p>They sequenced for visible wins. The first office that gets measurably faster funds the credibility for the next ten.</p><p>And they kept one version of the truth, so that the offices could see themselves in the plan rather than feeling it had been done to them.</p><h2>When plans are free</h2><p>AI has changed the stakes here.</p><p>A credible transformation strategy can now be drafted in an afternoon. The analysis, the benchmarks, the phasing, the business case: all of it is faster and cheaper to produce than at any point in my career. Which means the plan itself is no longer the scarce asset. What is scarce now is the landing: the incentives, the trust, the local judgement, the person the office actually listens to. No model produces that part, and it is now the differentiator.</p><p>When plans are free, the last mile is the moat.</p><h2>Stopping is also a decision</h2><p>In one of my regional roles I inherited a large transformation programme: a technology-driven delivery model, years in the making, with a great deal already invested. It had been a reasonable bet when it was conceived. The more time I spent with it, the clearer the problem became. It had been designed around large, single-country clients. Our client base was multinational, buying across borders and expecting one joined-up service. The programme was never going to land, not because the technology was weak, but because it answered a question our clients were not asking.</p><p>I recommended we stop it, and we did. It would have been far easier to let it run. Stopping a programme that people have worked on for years is not a conversation anyone enjoys, and the people involved had done nothing wrong. The money already spent did not come back. The money we stopped spending did. It was not a comfortable decision, but it was the right one, and it taught me the test I have applied to every programme since: whether this business, with these clients and these offices, will actually do it, regardless of how good the plan looks.</p><p>That is also the buyer's test, asked without sentiment. Show me what the offices do differently today. And sometimes the most valuable decision an operator makes is admitting a thing will never land, and stopping.</p>]]></content:encoded>
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    <title>What Eighteen Months on the Buy Side Taught Me About Services Businesses</title>
    <link>https://seligman.eu/writing/eighteen-months-on-the-buy-side/</link>
    <guid isPermaLink="true">https://seligman.eu/writing/eighteen-months-on-the-buy-side/</guid>
    <pubDate>Tue, 25 Aug 2026 09:00:00 +0100</pubDate>
    <dc:creator>Michael J. Seligman</dc:creator>
    <description>What eighteen months advising private equity buyers taught a former operator about how services businesses are really valued.</description>
    <content:encoded><![CDATA[<p>I spent the better part of two decades building and running corporate services and fund administration businesses. Country roles, then regions, eventually a third of a global firm. I thought I knew what a good services business looked like from the inside.</p><p>Then I crossed the table. For the last eighteen months I have been advising private equity firms as they evaluate businesses in this sector. Reading the materials, testing the numbers, forming the view a buyer forms. I will not talk about any specific process or client, and I never will. But I can talk about what the view from that side of the table does to your thinking, because it changed mine.</p><p>Much of what we report internally as commercial success, a buyer discounts within the first hour. The things a buyer prices most highly are often, though not always, the things operators track least. And that "not always" usually comes down to leadership experience.</p><h2>Logo retention is gravity</h2><p>Every services business I have ever seen presents its client retention rate with pride. Ninety-five percent, ninety-seven percent, near zero churn. On the buy side you learn to acknowledge the number and then look past it. In fund administration and corporate services, switching providers mid-cycle is painful, disruptive, expensive and rare. Clients stay because leaving is hard. High retention is the structural condition of the industry. It is gravity. Claiming credit for it is like an airport hotel claiming credit for guests sleeping overnight.</p><p>That is not to diminish the real work that goes into keeping clients happy. A great deal of genuine effort happens every day. But from the buyer's seat the retention statistic itself tells you less than it appears to. The number that actually reveals whether clients are happy is share of wallet. Are they giving you more of their business over time, across more services and more jurisdictions? A client can be quietly dissatisfied for years while their retention statistic stays perfect. They simply give all their new work to someone else. Wallet share is NPS with money attached.</p><p>When I ran regions we tracked satisfaction surveys with a mixture of fear and pride. Share of wallet mattered too, but never as much as it should have. Looking back, I had the priority the wrong way round. The survey is an early warning system; the verdict is in the wallet.</p><h2>Revenue per person is the tell</h2><p>Revenue per person never appears in a client newsletter, and it dominates every buy-side conversation. In this sector it ranges roughly from $50,000 at labour-heavy offshore operators, to somewhere around $120,000 at the established mid-tier, to north of $250,000 at the most technology-enabled platforms.</p><p>That spread tells a buyer how the work is actually done, how exposed the model is to wage inflation and AI disruption, and how much transformation upside or risk they are underwriting. Two businesses with identical revenue and identical margins can sit at opposite ends of that range, and they are not remotely the same business.</p><p>If you do not know where your business sits on that curve and which direction it is moving, someone evaluating you will work it out in an afternoon, and they will price it whether you have thought about it or not.</p><h2>The meeting that happens versus the meeting that produces</h2><p>Most sizeable services firms now run some version of a key account programme. Named sponsors, client directors, quarterly business reviews. The architecture is usually sound; the execution is where the value leaks.</p><p>There is a world of difference between a quarterly review that happens and one that produces. The first is a satisfaction ritual: service metrics presented, pleasantries exchanged, actions noted. The second is a commercial event: whitespace mapped against everything the firm could be doing for that client, gaps discussed openly, expansion opportunities worked as a pipeline with the same discipline as new-logo sales.</p><p>From the buy side you can tell within a few management meetings which version a firm runs. Ask what percentage of new business comes from existing clients, then ask to see the account plans. If most growth comes from the base but the plans are thin, the growth is happening by accident. Accidental growth is real revenue, but a buyer will not pay for the machinery behind it, because there is none.</p><h2>The delivery question has changed</h2><p>A buyer does not stop at the commercial questions or the polished sell-side packs. Sooner or later they pull apart how the work actually gets done. For twenty years the delivery model conversation in this sector was about labour arbitrage and process optimisation. Where can the work be done cheaper and more efficiently. I built delivery centres myself and I would defend every one of them. But the question a sophisticated buyer asks today is different: is your offshore scale a moat or a liability?</p><p>If the work moved offshore is fundamentally rules-based processing, it is exactly the work most exposed to AI over the next few years. A cost advantage built purely on labour arbitrage is a melting asset. The delivery models that will command premiums are the ones where technology does the processing and people do the judgment, the relationships and the exceptions. That transition is expensive and awkward, and businesses priced on legacy margins have every incentive to delay it. Buyers know this, and it is now one of the first things they test.</p><h2>Run it as if a buyer were reading it</h2><p>You do not need to be selling a business for any of this to matter. The disciplines that survive diligence are the same disciplines that serve clients: knowing your share of each client's wallet and working it deliberately, knowing your revenue per person and improving it structurally, running account reviews that produce rather than perform, and building a delivery model whose advantage compounds rather than melts.</p><p>The best operators I have met run their businesses as if a knowledgeable buyer were reading the numbers every quarter. Not because they plan to sell, but because the buyer's questions are simply the right questions, asked without sentiment.</p><p>It took me eighteen months on the other side of the table to see that. I would have been a better operator if I had crossed it sooner.</p>]]></content:encoded>
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