Most SPI and API owners set their asking price on two things: last year’s revenue and a growth story. That is not what buyers paid for in the cleanest payments deal to reach the market this month.
On 18 June, Deluxe announced it had agreed to buy Celero Commerce for about $625m, all cash. Celero is a Nashville payments processor built for small and mid-sized businesses. It is profitable, and it turns most of its revenue into cash. That is what the price rests on.
So the decision for anyone weighing a sale in the next two years is simple. Buyers underwrite earnings and cash conversion. Revenue and a growth story help, but they do not carry the price on their own. Know both numbers before you name one.
The number, and what it was paid for
The figures come from Deluxe’s own announcement, not a press summary. Celero delivered more than $200m of revenue in 2025, at a 28% adjusted EBITDA margin and 90% unlevered free cash flow conversion. The deal is all cash, funded by committed debt financing: a $375m term loan from a five-bank syndicate, plus Deluxe’s existing revolving facility. It is expected to close in the third quarter, subject to US regulatory clearance.
Run the arithmetic on the public numbers. About $625m on revenue of more than $200m is roughly three times revenue, or a little under. A 28% margin on around $200m of revenue implies about $56m of earnings, so a little over eleven times EBITDA. Treat both as approximate. Revenue is given as “more than $200m”, and the price carries seller costs and other adjustments on top, so the exact multiple is not public.
What did Deluxe pay for? A profitable business at scale. A 28% margin, 90% cash conversion, and a wide distribution network across bank, software and direct sales channels. Deluxe expects the deal to add to its adjusted earnings per share in the first year after closing. Growth and strategic fit are part of the story Deluxe tells. The price, though, rests on a business that already turns revenue into cash.
Compare that with the valuations once attached to loss-making growth fintechs. Those numbers do not transact today. The premium now sits with firms that turn revenue into cash.
Set the deal against the advisory benchmarks. Windsor Drake, which tracks fintech transactions, puts established payments businesses at four to six times revenue and eight to twelve times EBITDA, and notes the sector is now priced on EBITDA as it matures. The Celero deal lands inside that EBITDA range, and below the revenue range. That split is the point, not a contradiction. The market paid on earnings, not on revenue. Treat any advisory benchmark with care, since the firms that publish them sell exits for a living and have a reason to keep the numbers looking healthy. But when a live, all-cash deal lands inside the earnings range, the range is worth something.
Why owners get the price wrong
The mistake is anchoring to the 2021 market. That market paid for growth and user numbers, and forgave a thin margin. It is gone.
Buyers now underwrite cash. A firm that grew on a thin margin, or on weak controls, reads as a markdown, not a premium. The revenue line looks good on its own. The earnings line and the cash conversion line are what a buyer can bank, and they are what sets the price.
There is a harder question underneath, and a good buyer asks it early. Did the growth come from real distribution, or from loose controls and underpriced risk? A firm that cannot answer that cleanly gets discounted, regardless of the revenue. Windsor Drake’s read on recent deals says the same thing from the buy side: the premium valuations went to firms with real contribution margin and a clear path to profit, not to the firms that simply grew fastest.
What moves your number before a sale
Value your firm against the EBITDA range, not the revenue range, unless you are genuinely high-growth and capital-light. Most SPIs and APIs are not.
Three things move the number, and all of them are built before a process, not argued during one.
Margin quality. Know your gross margin by product and by corridor, not the blended headline. Card-funded FX and remittance flows are usually where margin is lost, and that is the first place a buyer looks.
Revenue quality. Recurring and contracted revenue is worth more than the same revenue won deal by deal. Revenue that renews is revenue a buyer can model. Retention is part of the price, not a footnote to it.
A clean regulatory file. Safeguarding in order, returns filed, no open FCA correspondence. A buyer discounts risk, and an unclean file is risk they can see. The cost of fixing it after a buyer finds it is always higher than the cost of fixing it first.
A simple example. Two SPIs each report £4m of revenue. One runs a 25% margin on recurring corridor flows with a clean regulatory file. The other runs an 8% margin on one-off, card-funded volume with an overdue safeguarding audit. The first sells at a real price. The second gets a list of conditions and a lower number, if it sells at all. Same revenue, different firm.
The smallest thing you can do this week: pull your last twelve months and compute adjusted EBITDA and cash conversion the way a buyer will, before you name a price to anyone. If you do not know those two numbers, you are not ready for the first call.
Why clean, profitable firms get bid up
There is a reason a profitable, authorised firm attracts a real price. The alternative route for a buyer is a fresh FCA application, which takes twelve to eighteen months and arrives with no bank accounts, no customers, and no operating history. A firm that is already authorised, banked and trading removes that wait and that risk.
So the licence is the entry ticket, not the prize. What lifts the price on top of it is the same thing the Celero deal paid for: margin a buyer can keep, revenue a buyer can model, and a file a buyer does not have to remediate. The firms that own those three are the ones a disciplined buyer competes for.
Where this does not apply
This was a US deal, so the absolute multiple is a US data point, not a quote for a UK SPI. Smaller deals usually price at lower multiples than larger ones, and UK transactions sit at the smaller end. Read the multiple as directional, not as your number.
There are firms this does not describe. A genuinely high-growth, capital-light business with defensible technology can still command a revenue multiple. So can a firm holding scarce corridor access or a scheme membership that a buyer cannot build quickly. If that is you, the earnings frame undersells the business. For most owners, it does not.
And one deal is one data point. The argument here rests on the deal agreeing with a wider benchmark, not on a single cheque.
The pattern behind the deal
Step back from the one transaction and the pattern is clear. Deluxe is a legacy business buying profitable SMB payment relationships to shift its revenue mix toward payments and data, now a projected 57% of its revenue, up from 31% in 2020. A slower incumbent acquiring a focused, cash-generative payments specialist is a repeatable move, and it is running on both sides of the Atlantic.
On the UK mandates we see, the buyers are often international groups building UK access, and the deals sit well below the Celero headline. That is the band where founder-led SPIs and APIs change hands. The market for a business your size is active.
For an owner, the read is straightforward. The buyers exist. They are disciplined. They pay for substance, and they pay in cash.
What specialist representation does here
The gap between a firm that sells at eight times earnings and one that sells at eleven or twelve is not a number you assert in the negotiation. It is a work programme you finish before the negotiation begins.
That is the work: margin by corridor, retention, recurring-revenue quality, and a regulatory file a buyer cannot mark down. It belongs in the preparation and valuation stage, done before any buyer sees the firm. A generalist adviser or an auction house tends to price on headline volume and run a process. A specialist prices on what a payments buyer will actually underwrite, and fixes the weak lines first.
The trade-off most owners miss is simple. Optimise for a headline revenue figure and you accept the markdown that comes when a buyer models the cash. The firms that hold their price are the ones that brought the cash story, not just the growth story.
Who this is for
This is not for a firm still pre-authorisation, and it is not for an owner who wants a quick listing and a fast number. It is for directors of SPI and API businesses weighing an exit in the next twelve to twenty-four months who want the price the firm can defend, not the price the pitch claims.
If that is your position, the first conversation is about two numbers: your adjusted EBITDA and your cash conversion. Everything else follows from there.
