Market Observatory · 2026-Q3

What they owe, and what it costs

Net debt against revenue, the interest actually paid, and every credit facility on file with its terms and lender.

What the money costs, by currency

A rate is only comparable within its own currency. Each one sits on the reference rate of the money borrowed, and those are not the same — so a nine per cent loan in one currency and a nine per cent loan in another are not the same price for capital. Split by currency first, the spread inside each one is what tells you something.

Currency	Rate paid	Instruments	Reference	Buyers
NOK	8.70%–11.20%	3	NIBOR	Hawk Infinity AS
USD	6.91%–9.43%	4	all fixed	Bending Spoons S.p.A., Constellation Software
EUR	0.00%–9.00%	14	EURIBOR	Bending Spoons S.p.A., Chapters Group AG, Everfield, TeamSystem, Visma
GBP	6.00%–7.00%	1	SONIA	Software Circle plc

Every instrument on file that states a rate, grouped by the currency it was borrowed in. Floating rates are shown all-in, at the reference rates assumed on the cost of capital page; fixed rates stand as contracted. The widest spread is in EUR — 0.00% to 9.00% across 14 instruments. That range is not a market view; it is what these particular borrowers were able to agree.

What they owe

Buying companies takes money, and most of these buyers borrow it. Net debt measured against the buyer’s own revenue puts them on one scale regardless of size — and the range is wider than the price range.

Buyer	Net debt ÷ revenue	Net debt	Revenue		Year
TeamSystem	3.25x	3’444	1’058	EUR m	2025
Hawk Infinity AS	2.75x	2’134	775	NOK m	2024
Bending Spoons S.p.A.	2.19x	3’615	1’649	USD m	31 March 2026 interim
Everfield	1.63x	82	50	EUR m	2024
Chapters Group AG	0.91x	165	181	EUR m	2025
Visma	0.74x	2’359	3’168	EUR m	2025
Vitec Software Group	0.69x	2’499	3’633	SEK m	2025
Software Circle plc	0.51x	11	22	GBP m	2026
Addnode Group	0.43x	2’465	5’793	SEK m	2025
Constellation Software	0.13x	1’465	11’623	USD m	2025

Net debt, not total liabilities. Interest-bearing borrowings less cash. Trade payables, provisions and deferred revenue are excluded — and for software companies deferred revenue is large, so the full balance-sheet figure would be higher. Each buyer is shown in its own currency; the ratio is a ratio and needs no conversion.

TeamSystem carries 3.25 times its annual revenue in net debt, Constellation Software just 0.13 — a 26-fold difference between two firms doing the same thing.

The four heaviest borrowers are privately held (TeamSystem, Hawk Infinity AS, Bending Spoons S.p.A., Everfield), and that is what a sponsor-owned structure looks like: a listed buyer can issue shares, a sponsor-owned one issues debt. But it is a tendency, not a rule — Visma is private and sits inside the listed range. Ownership predicts the extremes here, not the middle. Bending Spoons S.p.A. was privately held at that balance sheet date and has since gone public (30 June 2026); the money it raised is not in the 2026 figure, so its ratio today is lower. Bending Spoons S.p.A. is shown at an interim date. Its last audited balance sheet (2025) showed 2’041 of net debt and a ratio of 1.56x; three months later it was 3’615 and 2.19x. The register counts its 2026 acquisitions, so it shows the borrowing that paid for them rather than the figure from before.

What the debt costs

How much a buyer owes is only half of it. The other half is the price of the money — three times revenue at three per cent is not the same obligation as three times revenue at nine. Interest here is cash actually paid wherever the accounts disclose it — the one row that shows the accounting charge instead is marked — and EBITDA is unadjusted: operating result plus depreciation, amortisation and impairment, straight from the audited statements.

Buyer	Interest as % of revenue	Interest cover	Net debt ÷ EBITDA	Interest paid	EBITDA		Period
Hawk Infinity AS	18.0%	1.90x	8.04x	139	266	NOK m	2024
Everfield	17.9%	—	—	9.0 accrued	—	EUR m	2024
TeamSystem	13.1%	2.99x	8.34x	138	413	EUR m	2025
Bending Spoons S.p.A.	12.1%	3.01x	6.04x	199	599	USD m debt in USD/EUR	31 March 2026 interim
Chapters Group AG	8.0%	1.72x	6.64x	14.4	24.8	EUR m	2025
Visma	6.9%	4.52x	2.38x	219	990	EUR m debt in NOK/SEK/EUR/DKK	2025
Software Circle plc	4.3%	7.03x	1.71x	0.9	6.7	GBP m	2026
Constellation Software	1.8%	15.55x	0.44x	212	3’297	USD m	2025

Hawk Infinity AS pays 18.0% of its revenue in interest, Constellation Software 1.8%. Interest cover is EBITDA divided by cash interest paid: how many times over the year’s earnings would cover the year’s interest. An adjusted figure is not always the flattering one — it depends what the buyer chooses to adjust for. TeamSystem reports 476 of “adjusted EBITDA” where the income statement yields 413 — 15% more. On the adjusted figure its leverage reads 7.23x instead of 8.34x. Visma reports 1’024 of “adjusted EBITDA” where the income statement yields 990 — 3% more. On the adjusted figure its leverage reads 2.30x instead of 2.38x. Software Circle plc reports 5.8 of “adjusted EBITDA” where the income statement yields 6.7 — 13% less. On the adjusted figure its leverage reads 1.97x instead of 1.71x. Everfield is shown on the accounting charge, not cash paid — marked accrued in the table. Its accounts reach us without a cash flow statement. The two can differ widely, so the figure is not strictly comparable with the rows above it. A buyer appears here as soon as its filings disclose an interest figure; the cover and leverage columns additionally need an earnings figure, and stay empty where there is none.

Who lends, and on what terms

Buyer	Instrument	Lender or venue	Amount		Rate	Matures
Constellation Software	Debenture 2040 bond	Toronto Stock Exchange	361	USD m	Canadian CPI + 6.50 per cent, currently 8.90	31 March 2040
Constellation Software	Vendor note (Optimal Blue) term loan	Intercontinental Exchange, Inc.	500	USD m	7.00 per cent fixed, compounded annually	31 December 2063
Constellation Software	Topicus revolving facility revolving facility	—	393 committed 393 drawn	USD m	variable, not quantified in the accounts	—
Constellation Software	Subsidiary facilities term loan	—	1’770	USD m	variable, not quantified in the accounts	2032
Software Circle plc	Revolving Credit Facility revolving facility	Santander UK plc	25.0 committed	GBP m	SONIA + 2.00 to 3.00 per cent (ratchet by leverage ratio)	20 May 2030
Software Circle plc	Accordion (uncommitted) revolving facility	Santander UK plc	10.0 committed	GBP m	as the facility, subject to the bank's approval	20 May 2030
Chapters Group AG	Corporate bond 2025/2030 bond	Freiverkehr Frankfurt	72.0	EUR m	7.00 per cent fixed	8 August 2030
Everfield	Blackrock facility revolving facility	Blackrock	150 committed 104 drawn	EUR m	variable over Euribor, 7.25 to 8.00 per cent terms of 2025	2028
Everfield	Other bank loans term loan	—	0.8	EUR m	0.00 to 1.93 per cent fixed	2028
Everfield	Lease liabilities term loan	—	3.4	EUR m	4.00 to 9.00 per cent	2032
Everfield	Other third-party loans term loan	—	0.6	EUR m	not quantified in the accounts	—
Visma	Acquisition financing at national holding companies term loan	—	3’321	EUR m	5.28 per cent average effective	—
Visma	Revolving Credit Facility revolving facility	—	151 committed 151 drawn	EUR m	5.28 per cent average effective	—
Visma	Short-term bank loans term loan	—	9.2	EUR m	5.88 per cent average effective (mortgage-secured)	—
Visma	Lease liabilities term loan	—	164	EUR m	not stated separately in the report	—
Hawk Infinity AS	Bond 2028 bond	Oslo Stock Exchange	1’350	NOK m	NIBOR + 6.50 per cent	3 October 2028
Hawk Infinity AS	Bond 2029 bond	Oslo Stock Exchange	1’000	NOK m	NIBOR + 6.50 per cent	15 October 2029
Hawk Infinity AS	Revolving Credit Facility revolving facility	—	235 committed 145 drawn	NOK m	NIBOR + 4.00 per cent	2028
Hawk Infinity AS	Deferred consideration term loan	—	20.0	NOK m	10.00 per cent fixed	2026
TeamSystem	2028 Fixed Rate Notes bond	Euro MTF Luxembourg	300	EUR m	3.50 per cent fixed	15 February 2028
TeamSystem	2031 Floating Rate Notes bond	Euro MTF Luxembourg	700	EUR m	3-month Euribor (0% floor) + 3.50 per cent	31 July 2031
TeamSystem	2031 Fixed Rate Notes bond	Euro MTF Luxembourg	500	EUR m	5.00 per cent fixed	1 July 2031
TeamSystem	2032 Floating Rate Notes bond	Euro MTF Luxembourg	1’250	EUR m	3-month Euribor (0% floor) + 3.25 per cent	1 July 2032
TeamSystem	Existing PIK Notes PIK bond	Vienna MTF	300	EUR m	6-month Euribor (0% floor) + margin set by leverage ratio; payable in cash OR in further notes, at the issuer's option	7 July 2033
TeamSystem	New PIK Notes PIK bond	Vienna MTF	350	EUR m	6-month Euribor (0% floor) + margin set by leverage ratio; in cash or in notes, at its option	7 July 2033
TeamSystem	Revolving Credit Facility revolving facility	—	350 committed	EUR m	Euribor (0% floor) + contractual margin	—
Bending Spoons S.p.A.	Euro RCF revolving facility	—	976 committed	EUR m	Euribor + 3.00 to 3.75 per cent (by leverage ratio)	31 March 2031
Bending Spoons S.p.A.	US dollar RCF revolving facility	—	195 committed	USD m	SOFR + 3.50 per cent or ABR + 2.50 per cent (at its option)	7 March 2031
Bending Spoons S.p.A.	2024 Euro TLA term loan	—	1’010	EUR m	5.41 to 6.16 per cent (by leverage ratio, hedged)	31 March 2031
Bending Spoons S.p.A.	2025 Euro TLB term loan	—	641	EUR m	7.94 per cent (hedged)	7 March 2031
Bending Spoons S.p.A.	Intesa Sanpaolo TLA term loan	Intesa Sanpaolo S.p.A.	78.0	EUR m	5.57 per cent (hedged)	31 March 2029
Bending Spoons S.p.A.	2025 US dollar TLB term loan	—	1’830	USD m	9.43 per cent (hedged)	7 March 2031
Bending Spoons S.p.A.	2026 US dollar TLA term loan	—	660	USD m	6.91 per cent (hedged)	7 March 2031

Bonds name a venue, not a lender. Where a buyer borrows through listed notes the holders are not disclosable — but the admission to trading is exactly why the terms are public at all. A purely bank-financed buyer discloses far less. Amounts are each instrument’s own currency, not converted; a facility marked committed is a line that may be drawn, not money owed.

Software Circle plc changed lender after its balance sheet date. The terms above are those in force at 20 May 2026; the figures in the table before it are from the year that ended earlier.

Not every borrowing buys a company. TeamSystem raised 700 EUR m in 2025 and paid it out to its shareholders — 66% of that year’s revenue. That is a recapitalisation, not growth capital, and the interest on it is in the table above.

What they promised their lenders

A covenant is the point at which a lender can act. Where one is stated with a threshold, it says what the buyer may not become; where it is only named, the reader learns that a limit exists but not where. Only three of eight buyers put a number on it, and three state none at all.

Buyer	Covenant	Tested
Bending Spoons S.p.A.	leverage ≤ 4 (at 2.19)
Hawk Infinity AS	minimum liquidity ≥ 50 NOK m	continuously
Software Circle plc	gross leverage ≤ 4 (at 1.8) interest cover ≥ 4	quarterly from 30 September 2026
Constellation Software	leverage (not quantified) interest cover (not quantified)	quarterly
Visma	leverage (not quantified) interest cover (not quantified) equity ratio (not quantified) debt cover (not quantified)
Chapters Group AG	none stated in the accounts
Everfield	none stated in the accounts
TeamSystem	none stated in the accounts

Constellation Software. One covenant was breached, and the report says so: a subsidiary loan of 51 million failed a condition at year end and was reclassified as current. The cause was administrative - a required cash balance inside the ring-fenced entity - rather than trading; 2 million was transferred and a formal waiver was expected in 2026.

Visma. Four covenants are named and none is quantified. The report states that none was breached in 2025 and that compliance certificates are produced at group level - but gives neither thresholds nor actual values, so a reader cannot tell how much room there is.

Chapters Group AG. The word does not appear in the 2025 annual report. The bond is expressly UNSECURED; for a retail bond in the Frankfurt open market, the absence of running financial tests is not unusual.

Everfield. The word does not appear anywhere in the consolidated accounts. For a group that reports a pro-forma adjusted EBITDA LOSS of 0.4 million and pays 17.9 per cent of its revenue in interest, the absence is itself a disclosure: an interest cover covenant could not arithmetically be met here.

TeamSystem. No financial covenant appears in the accounts at all. Covenants are mentioned once, and only to say that the PIK terms were aligned with those of the senior notes - no metric, no threshold, no testing date. That is usual for high-yield bonds and still worth noting: such instruments typically restrict NEW actions - more debt, distributions, disposals - rather than setting running ratios that break when earnings fall. The 700 million raised and paid out to shareholders in 2025 happened inside those terms.

The rest of the register

Guess what serial acquirers paid →What European software serial acquirers actually pay, from filed accounts. Guess the price, then see the source.

What was paid, per unit of revenue →Every disclosed acquisition price in the register, one row per observation, coloured by how well it is evidenced.

How much they deploy →How much capital each European software serial acquirer actually puts to work, and across how many acquisitions.

What their own capital costs →An estimate of what each buyer pays for capital, set against the 20-30% return they demand of the companies they buy.

Method, limits and imprint →How every figure in this register is sourced, what the sample does not support, and the legal notices.