The agent operating system for M&A

UK & European lower-mid-market PE

AI agents that can work the deal — and show their work.

Specialised M&A agents screen opportunities, prepare NBOs and build IC packs from one governed, current record. Every material claim stays traceable to its source.

Open live demo See how it works

deal://foundry-systems/agents 14:42 BST

Foundry Systems

Three specialised agents are working the same current record.

Record current v18 · 9 sources

SyncedShared deal brain

28Verified facts

2Open evidence gaps

0Unresolved conflicts

Live agent run

Run 018 · 12m 06s

Screening AgentComplete

Mandate screen refreshed against the latest QoE and call notes.

12 / 12 criteria6 sources · 18 citations

NBO

Offer AgentWorking

Building the bid range from earnings, leverage and current comps.

3 checks runningLast action 8s ago

IC AgentQueued

Ready to update the risk register when the NBO range is approved.

1 dependencyHuman approval required

Offer Agent · proposed range

£59.2m – £70.3m

7.5×–8.9× adjusted EBITDA · confidence 84%

Adjusted EBITDA: £7.90m
Comp midpoint: 8.3×
Risk adjustment: −0.4×
Evidence: 11 cites

Screening Agent → Offer Agent → IC Agent One canonical record · human approval retained

Shared memory for every agent

The answer improves. The history stays.

Every agent reads the same current answer. New evidence can improve it, but the old answer, its source and the reason for change never disappear.

One claim · two revisions · complete history

Contracted revenue · renewal profile

Current record

verified current

NHS activity is on rolling GDS contracts. Private members renew monthly on Denplan.

The fuller answer becomes current without deleting the first.

Source: Management call · p.3
Recorded: 14 Mar · 11:08
Revision: 02 of 02

Source excerpt · one conversation “Renewal terms are mixed: NHS activity is on rolling GDS contracts, and private members renew monthly on Denplan plans.”

Nothing overwritten

Specialised agents at work

One deal brain. Three agents that carry the work forward.

The Screening, Offer and IC agents share evidence, context and decisions instead of rebuilding the deal at every stage.

Foundry Systems · decision workspace current record

Deals›Foundry Systems›Screen

evidence current

Foundry sits just below the line.

Enough evidence to judge. Two return-discipline thresholds fail and one core metric remains unevidenced.

Borderline · review

Recommendation Proceed to diligence

Hard gates5 / 5sector, geo, size

Thresholds2 failrecurring + concentration

Evidence gaps1 coreNRR unevidenced

Mandate criteria 12 evaluated · evidence attached

Criterion	Target	Mandate	Result	Evidence
Market growth	9% CAGR	≥ 5%	Pass	Foundry CIM · Market
Recurring revenue	66%	≥ 70%	Fail	Foundry CIM · KPIs
Top-5 concentration	49%	≤ 40%	Fail	Foundry CIM · Customers
EBITDA margin	20%	≥ 15%	Pass	Foundry CIM · Financials
Net revenue retention	—	≥ 100%	Gap	Request cohort schedule
Equity ticket	£20.3m	£10–60m	Pass	Target profile

Deals›Foundry Systems›NBO

citation gate passed

A £59.2m–£70.3m indicative range.

Base case at 9.0x, discounted to the direct comp for concentration and replatforming risk.

Partner sign-off

Enterprise value

Low / base / high, tied to verified EBITDA

3 source inputs

£59.2m8.0x · low

£66.6m9.0x · base

£70.3m9.5x · high

Reference EBITDA£7.4mFY25 · target profile

Direct comp9.5xBeacon Managed IT

Risk adjustment−0.5xjudgement · labelled

Proposed consideration

Risk travels into the structure

Indicative

75% upfront15%10%

Upfront cashInstitutional equity at completion.

EarnoutRetention + EBITDA gated.

RolloverManagement alignment.

Deals›Foundry Systems›IC pack

all claims traceable

Proceed to diligence, not a clean approve.

On-mandate for sector and size. Two return-discipline breaches and an unexplained EBITDA bridge remain.

7 sign-offs open

IC postureConditional proceed

Revenue£37.0mFY25

Adj. EBITDA£6.9munbridged

Margin18.6%implied

Recurring66%floor 70%

Top 549%ceiling 40%

Investment thesis

Founder-grown US MSP with a credible platform thesis, active four-target bolt-on pipeline and a regulatory-permission moat.

✓

Standalone platformBuy-and-build case with 4 named targets.

✓

9% market CAGRClears the firm’s 5% growth floor.

Value creation must close the gapRecurring mix and concentration are below bar.

Beacon Managed IT9.5x

Direct promoted comp · £57.0m EV · closed

Risk register4 material insights

Material

Commercial concentration

Top five = 49%; three accounts renew annually.

insight

Material

Adjusted EBITDA bridge

£6.9m sits below the 20% headline implication.

insight

Open

Founder key-person risk

CFO succession plan does not cover the founder.

insight

Open

Modernisation capex

Nine years since rewrite; remediation cost unquantified.

insight

Sign-off checklist · next three

Reconcile £6.9m EBITDA to the 20% headline

Evidence a path from 66% to the 70% recurring floor

Review change-of-control terms for top-five accounts

Selected claim

“Top-five customers account for 49% of revenue; three renew annually.”

Attached sourceFoundry CIM · Customers

Top 5 share | 49%
Renewal | 3 annual / 2 multi-year

A reasoned recommendation, with broken thresholds, evidence gaps and the proof behind every score.

Governed by construction

Agents can move quickly because the evidence stays inspectable.

The canonical record gives every agent usable context without hiding the source, the conflicts or the human judgement behind a decision.

Westgate Dental Group · current evidence record synthetic

Westgate Dental Group

UK dental rollup · evidence record

verified

Revenue

£14.2m

Adj. EBITDA

£2.7m

Recurring

72%

IC draft · key financials

citation open

FY25 adjusted EBITDA is £2.7m, representing a 19% margin.

westgate-qofe.xlsx · Adjustments cell B7

Adjusted EBITDA FY2025 (GBP m) | 2.7

01 · Claim £2.7m EBITDA

02 · Citation westgate-qofe.xlsx

03 · Cell Adjustments · B7

Exact match
Claim resolves to one source cell.

citation passed

X westgate-qofe.xlsx

Quality of Earnings · 5 sheets

Home InsertPage LayoutFormulasDataReview

BI£%↶↷

B7 fx 2.7

ABCDE

1Adjusted EBITDA bridge (FY2025)

2Bridge itemValue

3 Reported EBITDA FY2025 (GBP m) 2.40

4 Owner remuneration normalisation add-back (GBP m) 0.18

5 One-off practice integration costs add-back (GBP m) 0.09

6 Non-recurring legal settlement add-back (GBP m) 0.03

7 Adjusted EBITDA FY2025 (GBP m) 2.70

＋ Reported P&L Adjustments Adjusted EBITDA Concentration KPIs

Ready · B7 selectedSum: 2.70 · Count: 1 · Zoom 100%

01 · Claim£2.7m EBITDA 02 · Citationwestgate-qofe.xlsx 03 · SourceAdjustments · B7

Works with the existing process

Keep the data room, CRM and model. Agents work from the evidence already in the process instead of creating another place to move the deal.

No hidden judgement

Citations, conflicts, verification state and revision history stay visible while an agent works and when a human reviews the output.

No cross-deal leakage

Open deals stay separate. Only approved closed-deal metrics can cross into firm-wide comparable data.

Data room + calls + QoE

Canonical deal brain

Screening Agent + Offer Agent + IC Agent

The operating system

From one agent workspace to the firm-wide runtime.

The current product proves the agent workflows. Phase 2 turns them into a contained, multi-deal production system for a regulated firm.

Phase 2 · design-partner deployment

The production runtime inside the firm.

Multi-deal operations, isolated deal rooms, permissions and an append-only audit chain — while humans retain material sign-off.

Deal OS

Firm control plane / Regulated operations

UK region healthy

Regulated operations

Every agent run contained. Every material action reviewable.

Verification queue · 3

Active deal rooms4 All isolated

Agents running9 Across 4 deals

Boundary breaches0 30 days

Audit chainVerified 8,421 events

Deal sandboxes

Region · EU-West-2

Deal room	Agents	Sandbox	Insiders	Last event
Foundry SystemsProject Kiln	SNIC	Isolated	12 users	8 sec ago
Westgate DentalProject Molar	SNIC	Isolated	8 users	21 sec ago
Meridian ComplianceProject North	SNIC	Review	15 users	1 min ago
Northstar ServicesProject Orbit	SNIC	Isolated	6 users	3 min ago

Agent activity · WORM audit chain

Live · hash verified

14:42:08RUN-018Offer Agent read canonical record v18✓ Verified

14:42:03WRITE-6F2Revenue conflict created through audited write path✓ Verified

14:41:51AUTH-092Insider permission checked before evidence access✓ Verified

14:41:45CITE-8C1QoE EBITDA quote verified against source span✓ Verified

Append-only integrity

8C1

092

6F2

018

Last sealed 14:42:09✓ Chain intact

Long-term vision · DealMCP

Concept · Phase 3+

The deal layer where agents interact.

Buy-side, sell-side, lender and legal agents exchange permissioned requests — without collapsing firm boundaries or removing human authority.

Buy-side firmPrivate perimeter

BUY

Buy-side AgentRequests evidence · frames offer

DD requestHuman approve

Sell-side adviserPrivate perimeter

SELL

Sell-side AgentResponds with cited disclosure

Cited responseRelease gate

LenderPrivate perimeter

Credit AgentProvides terms · flags conditions

Term sheetCredit sign-off

Legal counselPrivate perimeter

LGL

Legal AgentDrafts · compares · redlines

SPA commentCounsel approve

DealMCP

Permissioned protocol layer for transaction agents

Audited

Structured message railSchema v1.0

DD_REQUESTCITED_RESPONSENBO_TERMSSPA_COMMENT

Disclosure gateOnly approved evidence crosses✓ Claim · source · permission

Human authorityMaterial actions pause✓ Offer · terms · release

Canonical protocol ledgerMSG 4817 · HASH A9F1…2E3C

✓ Chain verified

Humans keep judgement, sign-off and relationships. Agents carry context and execute the exchange.

Live agent workspace

Put an agent on the deal. Check every step.

Explore a synthetic deal from source files to mandate screen, NBO recommendation and cited IC draft.

Open live demo

Synthetic demo · no client or confidential data

Evidence → agent work → human decision