On 15 April 2025, MHA listed on AIM at 100 pence per share, raising approximately £98 million at a £271 million market capitalisation. The firm entered the market with more than 1,800 people, around 160 partners and 23 offices; audit and assurance contributed just over half of revenue. MHA had considered private equity but chose a listing, gaining permanent capital while leaving substantial ownership with its leadership and partner group. (MHA – MHA Lists on AIM for £271m)
British accountancy had tried this before. Tenon was created in 2000 on the premise that public equity could finance consolidation. It later combined with RSM Bentley Jennison, became RSM Tenon and grew into one of the UK’s largest accounting groups. In August 2013 the listed parent entered administration. Baker Tilly bought the trading businesses, leaving the historic debt behind. A prominent experiment with listed accountancy had failed. (Accountancy Age – Baker Tilly Completes RSM Tenon Acquisition)
The sequence that followed creates an unusual 25-year ownership cycle. Baker Tilly later left Baker Tilly International to become RSM’s UK member. MHA MacIntyre Hudson took the vacant Baker Tilly International position in 2014. Eleven years later, MHA returned a substantial UK accounting and audit business to the public market.
That matters well beyond Britain. In the United States, private equity-backed accounting platforms are reaching a scale at which eventual sponsor exits become more difficult and the question of a future IPO is becoming harder to ignore. MHA does not show that those firms can list successfully. It does show that public investors are willing to own the economics of a substantial accounting firm alongside a separately governed audit practice.
The remaining question is therefore less about whether public ownership is structurally possible. It is whether the much larger platforms now being assembled with private capital can become sufficiently integrated, well governed and economically attractive for public investors to want to own them.
The First Experiment Solved the Capital Problem
Tenon was built around a financing constraint. The firms coming together wanted more capital than conventional partnership structures could easily provide for rapid consolidation. RSM Tenon later told the UK Competition Commission that shares became the main mechanism for combining the original businesses: partners exchanged partnership capital for equity, while later acquisitions could be funded with further share issuance and bank debt. Public ownership was part of the build strategy from the start. (UK Competition Commission – RSM Tenon Hearing Summary)
The model created scale quickly. Tenon acquired firms across the UK, combined with RSM Bentley Jennison in 2009, bought parts of Vantis after that listed consolidator entered administration and moved from AIM to the Main Market. But the economics deteriorated. Revenue for 2011 was restated from £249.1 million to £228.4 million, while a reported £9.5 million pre-tax profit became a £1.5 million loss. In 2012, RSM Tenon reported £208.2 million of revenue and a £101.8 million pre-tax loss. (Financial Reporting Council – Particulars of Facts and Acts of Misconduct)
Integration problems were part of the story, but not all of it. Management acknowledged higher-than-expected integration costs as debt rose and trading weakened. The Financial Reporting Council later sanctioned former executives and PwC over the preparation and audit of RSM Tenon’s 2011 financial statements, including issues around work in progress, lease accounting, goodwill and bonus accruals. The useful lesson is narrower than «public ownership failed»: capital solved the financing problem faster than Tenon solved the management, reporting and integration problems that followed. (Financial Reporting Council – Sanctions Against Former Finance Director of RSM Tenon)
Baker Tilly Bought the Business, Not the Capital Structure
Baker Tilly did not acquire RSM Tenon Group plc. The listed parent entered administration on 22 August 2013 and the trading entities were sold immediately. Around 2,300 partners and staff across 35 offices moved with the operating businesses; the historic debt stayed with the failed parent. Baker Tilly acquired the clients, people and operations without the unsustainable capital structure. The listed owner had failed, but much of the professional business underneath it remained valuable. (Accountancy Age – Baker Tilly Confirms Acquisition of RSM Tenon)
The acquisition also reshaped two international networks. RSM Tenon had been RSM International’s UK member; Baker Tilly belonged to Baker Tilly International. After the deal, Baker Tilly decided that RSM was the better international fit for the enlarged firm and moved networks. The combined business had around 3,500 partners and staff and more than £300 million of annual fee income. The old Baker Tilly UK became RSM UK, incorporating the businesses previously held inside RSM Tenon. (RSM International – Baker Tilly in the UK to Join RSM International Network)
That left Baker Tilly International without the UK firm whose name the network carried. MHA MacIntyre Hudson filled the vacancy in October 2014. The wider MHA association then generated about £103 million of annual revenue, materially less than the departing Baker Tilly UK firm. The connection is not corporate, but the sequence is revealing: Tenon’s failure moved Baker Tilly UK into RSM and gave MHA an international position from which it would build a much larger business over the next decade. (International Accounting Bulletin – MHA MacIntyre Hudson Becomes Baker Tilly International UK Member Firm)
MHA Reached the Market From a Different Starting Point
MHA’s development was not a simple conversion of a national association into one listed firm. In 2010, MacIntyre Hudson created MHA with five independent regional accounting firms. It was explicitly not a merger. Members retained their ownership and identities while collaborating on referrals, expertise and selected capabilities, and several original and later members remained independent. The association gave MacIntyre Hudson national reach, but it was not the corporate predecessor of MHA plc. (Accountancy Age – How MacIntyre Hudson’s Association Works)
The core business nevertheless kept consolidating directly. Moore & Smalley is the clearest example: it had been part of MHA since the association began, adopted the MHA Moore and Smalley identity in 2017 and merged into MHA in April 2024, adding more than 400 people. Other combinations expanded the firm into Scotland, Wales and Ireland. In some cases MHA had years of collaboration before ownership, giving it experience of integration before the IPO. (MHA – MHA Merges with MHA Moore and Smalley)
By the 2025 admission, MHA reported about 87% recurring revenue and a ten-year compound annual growth rate of 13.7%, alongside a substantial audit franchise and materially higher revenue per partner. It had already spent years combining practices at increasing national scale. This is the main difference from Tenon. Tenon used public equity to build scale; MHA reached the market after much of the institution was already in place. The IPO changed the ownership and capital structure around an existing business rather than creating the business itself.
The IPO Changed Ownership, Not the Institution
The £98 million raised at admission addressed several needs at once. MHA said the proceeds would fund technology and artificial intelligence investment, support acquisitions and repay loan notes, releasing capital for 19 retiring capital partners and certain continuing partners. The listing combined growth capital with succession and partner liquidity, much as private equity transactions do. Established partners could crystallise value without asking the next generation to finance the full transfer themselves. (MHA – First Day of Dealings on AIM)
Professional ownership did not disappear. After admission, MHA partners acting as a concert party retained about 54.4% of voting rights, while the Employee Benefit Trust held about 9.6% of the enlarged share capital. Public investors joined a professional population that remained the largest economic constituency in the firm. Listed shares also created a route for future leaders and employees to participate without reproducing the traditional cycle of incoming partners funding outgoing partners through capital contributions and retirement arrangements.
The listing created new pressures as well. MHA now has outside shareholders, a visible market valuation, dividend expectations and continuous disclosure obligations. Management has to balance distributions, acquisitions, incentives and technology investment against market expectations. The tension between current distributions and long-term investment has not disappeared; it now involves a wider set of owners and is more visible. MHA at least entered that system with an operating institution already underneath the capital structure.
Audit Had to Remain Professionally Controlled
MHA is not an advisory company with a small audit practice attached. Audit and Assurance contributed just over half of revenue around the IPO and remained about half in FY26. Public investors own the economic parent around a large regulated audit business. Economic ownership can change; professional control over audit cannot simply move with it. That is the same basic problem US private equity-backed accounting platforms address through alternative practice structures. (MHA – Preliminary Results FY26)
MHA Audit Services LLP has separate professional governance. Its management board is made up of Responsible Individuals and is responsible for the strategic, operational, financial and regulatory leadership of the audit practice. MHA also has independent audit oversight and a Public Interest Committee covering audit quality, independence and broader public-interest considerations. The structure separates shareholder economics from decision rights in an activity where professional obligations must remain dominant. (MHA – Management Board Terms of Reference)
That separation will be tested under pressure, not by the governance documents alone. In March 2025, shortly before the IPO, the Financial Reporting Council opened an investigation into MacIntyre Hudson LLP’s audit of ISG Limited’s 2022 consolidated financial statements. An investigation is not a finding of misconduct. It does, however, illustrate the exposure: public ownership adds another group of economic owners who can be affected when audit risk materialises. The model will depend in part on whether professional governance remains credible when shareholder economics and audit obligations diverge. (Financial Reporting Council – Investigation Regarding the Audit of ISG Limited by MacIntyre Hudson LLP)
Public Equity Became Acquisition Currency
MHA started using listed equity for acquisitions almost immediately. Less than a month after admission, it agreed to acquire Baker Tilly South East Europe, expanding into markets including Greece and Cyprus. The target reported €19.4 million of revenue and €3.9 million of adjusted EBITDA in 2024. Maximum consideration was about €24 million, with a small cash component and a much larger amount of MHA shares issued at the IPO price. (MHA – Proposed Acquisition of Baker Tilly South East Europe)
The accounting became more complicated because shares issued to vendor fee earners were partly conditional on continued service and therefore had characteristics of remuneration rather than purchase consideration. Economically, the structure is interesting for a simpler reason: MHA was using equity both to pay sellers and to keep incoming professionals exposed to the future value of the combined firm. A local owner could exchange an interest in one practice for shares in a larger listed group, with lock-ins and clawbacks protecting alignment during integration. (MHA – Completion of Baker Tilly South East Europe Acquisition)
That gives MHA something conventional partnerships struggle to reproduce. Listed shares reduce the cash needed for acquisitions, give sellers liquidity and create a common economic instrument across previously independent firms. The risk is equally familiar from Tenon: easier financing can allow acquisitions to run ahead of integration. Funding consolidation and institutionalising it are different capabilities.
What MHA Has Shown So Far
MHA’s first full year after listing was strong. FY26 revenue rose 12% to £251.3 million, with 6.4% organic growth and 5.8% from acquisitions; about 87% of revenue remained recurring. Adjusted EBITDA rose 13% to £46.5 million, adjusted margin reached 18.5%, cash conversion was 115% and the group ended March 2026 with £25.4 million of net cash. The adjusted measures are useful around the transition because partner remuneration moved from profit allocation into the listed company’s cost base. (MHA – Preliminary Results FY26)
Those results do not show that public ownership is better than partnership or private equity. They show something narrower: a substantial UK accounting and audit firm can move into public ownership without the transition immediately destabilising its economics. Organic growth remained meaningful, cash generation held up, acquisitions continued and partners retained significant economic exposure. MHA weakens one possible explanation for the private equity exit problem. The public market itself is not necessarily the barrier.
The limitations are obvious. MHA has not yet been tested through a recession, a major adverse audit event, a prolonged share-price decline or a period in which acquisition-led growth becomes much harder. It also wants to become considerably larger, which will increase the integration and governance burden. Public ownership may prove durable or introduce pressures of its own. For now, MHA has shown that public investors can own this type of firm. It has not shown that every accounting platform can become investable on public markets.
Baker Tilly US May Become the More Demanding Test
This is where MHA becomes particularly relevant to the US accounting market. Baker Tilly International’s US member has taken a very different route but could eventually face the same ownership question. In 2024, Hellman & Friedman and Valeas Capital Partners invested in Baker Tilly US. Baker Tilly Advisory Group could accept outside economic ownership while Baker Tilly US, LLP remained the separately regulated attest practice. The structure separates economic ownership from professional control, as do other US alternative practice structures. (Baker Tilly US – Strategic Investment Led by Hellman & Friedman and Valeas)
In 2025, Baker Tilly combined with Moss Adams, creating a business with more than $3 billion of annual revenue. H&F and Valeas increased their investment, while the partners of the combined organisation retained majority ownership of the advisory business. The larger these platforms become, the more difficult the eventual ownership transition becomes. Another sponsor may still be able to buy them, but the pool of financial buyers narrows as enterprise value rises. Public markets therefore become increasingly relevant, not because an IPO is inevitable, but because there are only so many institutions capable of owning a multi-billion-dollar accounting platform. (Baker Tilly US – Baker Tilly and Moss Adams to Combine)
This is part of the broader shift I explored in The Institutional Test. The first private equity cycle established that accounting firms could be recapitalised, consolidated and transferred between institutional owners. It did not establish that the resulting organisations could sustain organic growth, integrate repeated acquisitions and remain coherent through successive ownership cycles. An eventual IPO would subject those capabilities to a very different test.
MHA weakens one possible objection to an eventual US accounting IPO: that public investors simply will not own a business whose economics sit around a separately governed regulated audit practice. They already do. What MHA does not answer is whether the much larger private equity-backed platforms now being assembled in the United States will have the organic growth, integration, governance, partner economics and management discipline required to become credible public companies.
H&F has said a future flotation is one plausible long-term liquidity route. Baker Tilly US could therefore become the more demanding test. MHA reached the market after decades of institutional development and years of direct integration. Baker Tilly US is being assembled much more rapidly with private capital behind it. If it eventually reaches the public market successfully, the significance would extend far beyond Baker Tilly. It would provide evidence that an accounting platform built through the current US private equity cycle can move from partnership ownership, through institutional private capital, and ultimately into public ownership. (Wall Street Journal – Baker Tilly, Moss Adams to Merge in $7 Billion Deal)
The Exit Problem Starts Before the Exit
The first private equity cycle in accounting has shown that external capital can enter the profession. Alternative practice structures let investors own the economic platform around separately regulated audit practices. Partners receive liquidity, acquisition programmes accelerate and firms can invest at a scale that traditional partnerships may find harder to finance. Entry is becoming repeatable.
What happens after that first cycle is less settled. Sponsor-to-sponsor sales replace one financial investor with another. Continuation vehicles extend ownership periods; recapitalisations create more liquidity. All can work, but none shows that the institution can eventually leave private capital. I explored this problem in The Exit Problem. MHA adds an important piece of evidence because an IPO is different. Public investors do not have to buy because a sponsor wants to sell. They need to believe the business can keep creating value under dispersed ownership and continuous market scrutiny.
A sponsor can grow EBITDA, combine dozens of firms and create enough scale to attract investment banks without building something the public market wants to inherit. Public investors will look for organic growth, integrated operations, reliable reporting, sustainable partner economics, credible governance and client relationships that sit with the institution rather than the firms and individuals originally acquired. The exit problem starts much earlier than the exit itself. It is built, or not built, during the years in which the platform is being assembled.
What Happens Next?
MHA now has to show that a strong first year was the start of a durable ownership model, not just a successful transaction. It intends to keep growing organically and through acquisitions, with listed equity providing both capital and transaction currency. That creates real opportunity, but also the temptation to use the balance sheet and share price faster than the operating model can absorb.
The more useful evidence will sit below headline revenue. Organic growth needs to remain meaningful as acquired revenue grows. New firms need to move onto common systems and management disciplines. Professionals receiving MHA shares need to stay commercially committed after lock-ins expire. Client relationships should increasingly extend across regions and services rather than remain attached to the practices through which they entered. This is closely related to the problem I explored in The Transferability Problem: common ownership can be created quickly; institutional trust, commercial relationships and operating coherence cannot.
Baker Tilly US may provide the larger test. If a multi-billion-dollar private equity-backed accounting platform eventually reaches public markets while preserving partner incentives, audit independence, organic growth and operating coherence, MHA may look like an early example of a broader ownership path. If Baker Tilly US needs another sponsor, a continuation vehicle or some other private-capital solution, the conclusion stays narrower: public ownership can work for the right accounting firm without yet being a repeatable exit for private equity-backed platforms.
Closing Thoughts
On the surface, MHA is a successful accounting IPO. It raised £98 million, retained substantial professional ownership and delivered a strong first full year as a listed company. For large UK accounting firms, that is already significant after more than a decade in which public markets had not looked like a credible ownership destination.
The history makes the case more interesting. Tenon showed how powerful public equity could be in professional services, using it to combine firms, fund acquisitions and create scale. Its financial and institutional systems did not keep up. Baker Tilly bought the operating businesses after the listed parent failed, moved into RSM and left Baker Tilly International looking for a new UK member. MHA filled that position, built a much larger organisation and eventually brought a major accounting business back to the public market from a very different starting point.
For the United States, that makes MHA more than an interesting British IPO. The first private equity cycle has created increasingly large accounting platforms and everybody eventually arrives at the same question: who owns them next? MHA shows that public ownership can be part of the answer. It does not show that the US platforms are ready for it.
That is the harder institutional test. Building something large enough to IPO is one achievement. Building something public investors actually want to own after the private equity sponsor leaves is another.
What This Means for Boards
Boards considering private equity should think about the next owner before completing the first transaction. Entry valuation, partner liquidity, rollover equity, governance rights, leverage and acquisition funding explain how capital enters. They say much less about who will eventually be willing to own what emerges. If an IPO is a possible endpoint, the capabilities required for public ownership need to be built years before a listing process starts.
That preparation is institutional as much as financial. Public investors will look for recurring revenue, credible organic growth, reliable reporting, manageable leverage, strong management and an operating model that does not depend on individual partners or the private equity sponsor. Regulated activities need governance that remains credible through another ownership change. Partner incentives have to survive the transition, and acquired clients and capabilities have to become part of the platform rather than remain attached to the practices that brought them in.
MHA changes the board question. It is no longer simply whether a private equity-backed accounting platform can become large enough to IPO. It is whether the institution being built today can become good enough to IPO before the sponsor needs the exit.
Continue Exploring
The Bigger Picture
The Professional Services Transformation Theory
Why changing economics, ownership structures, operating models and governance are increasingly forcing professional services firms to rethink how the institution itself is designed.
Understand the Next Phase of Private Equity
The Institutional Test: What Private Equity Has Not Yet Proved in US Accounting
Why the first private equity cycle proved that accounting firms could be recapitalised and consolidated, while the next cycle must prove that the resulting institutions can generate organic growth, integrate acquisitions and remain coherent over time.
Explore the Exit Question
The Exit Problem: Private Equity Has Found Ways Into Professional Services. Getting Out Is Harder
Why entering professional services has become increasingly repeatable while successful exits still depend on whether the resulting platform has become attractive to another institutional owner.
Go Deeper on Transferability
Why acquiring firms, revenue and professionals does not automatically create an institution whose client trust, leadership capability and commercial relationships can transfer with the platform.
Apply This to Your Own Institution
Future of Professional Services Board Review
A private outside-in case study of your firm, region or network, using the same research approach behind my public case studies to identify what stands out, which comparisons matter and the questions I would ask if I were sitting on your Board.
Sources
Company Publications
- MHA – MHA Lists on AIM for £271m
- MHA – First Day of Dealings on AIM
- MHA – MHA Merges with MHA Moore and Smalley
- MHA – Preliminary Results FY26
- MHA – Management Board Terms of Reference
- MHA – Proposed Acquisition of Baker Tilly South East Europe
- MHA – Completion of Baker Tilly South East Europe Acquisition
- Baker Tilly US – Strategic Investment Led by Hellman & Friedman and Valeas
- Baker Tilly US – Baker Tilly and Moss Adams to Combine
- RSM International – Baker Tilly in the UK to Join RSM International Network
Independent Reporting
- Accountancy Age – How MacIntyre Hudson’s Association Works
- Accountancy Age – Baker Tilly Confirms Acquisition of RSM Tenon
- Accountancy Age – Baker Tilly Completes RSM Tenon Acquisition
- International Accounting Bulletin – MHA MacIntyre Hudson Becomes Baker Tilly International UK Member Firm
- Wall Street Journal – Baker Tilly, Moss Adams to Merge in $7 Billion Deal
Industry & Regulation
- UK Competition Commission – RSM Tenon Hearing Summary
- Financial Reporting Council – Particulars of Facts and Acts of Misconduct
- Financial Reporting Council – Sanctions Against Former Finance Director of RSM Tenon
- Financial Reporting Council – Investigation Regarding the Audit of ISG Limited by MacIntyre Hudson LLP