Federal cyber doesn’t trade on ARR. It trades on clearances, contract vehicles and recompetes. Maximus just put a price on all three.
The terms. Maximus Federal Services will buy Agile Defense and affiliates for $660 million in cash at close, plus up to $50 million more if the business hits revenue milestones in the 12 months after closing (per the 8-K). The headline gets reduced by Agile’s debt and transaction expenses, then trued up for working capital and cash. Read it as a cash-free, debt-free price; the seller’s equity check is smaller than $660 million. $15 million goes into indemnity escrow, $8 million more covers purchase-price adjustments, and the buyer gets a $100 million reps and warranties policy. Maximus targets a close in its fiscal Q1 2027. The outside date is Dec 18, 2026, and either side can add 45 days if HSR is still open.
What’s being bought. About 1,100 cleared personnel, per Maximus. About 1,800 employees in total, per Washington Technology. More than 50 federal agency customers. Approved systems and contract vehicles. Agile Labs, the R&D arm. And a book that includes a $1.1 billion, 10-year sole-source IDIQ supporting DISA’s Joint Interoperability Test Command, which Agile transitioned in 2024 (per Agile Defense). This year it added a potential $118 million USCIS modernization contract, a $145 million FBI Threat Screening Center award through IntelliWare and a $100 million OTA for a Workforce AI platform at NORAD and NORTHCOM (per GovCon Wire).
The multiple nobody printed. Maximus didn’t disclose Agile’s revenue or EBITDA. Implied EV/EBITDA: Undisclosed. The last public revenue figure is Agile’s own: $500 million a year after the IntelliBridge combination, with 2,000-plus staff (Agile Defense, June 2025). On that dated number, $660 million is about 1.3x revenue. That’s our math, not Maximus’. Two more cuts analysts will make anyway: roughly $367,000 per employee on the 1,800 count, and $600,000 per cleared head.
Now look at the headcount. 2,000-plus in mid-2025. About 1,800 now. Neither company has explained the gap. Our read is that this is why the earnout keys off revenue, not EBITDA. Maximus pays up front for what’s under contract and holds back $50 million for proof the book doesn’t leak on the next recompete. $50 million is about 7.6% of the headline. Not a rounding error. Not a hedge on the whole deal either.
The balance sheet read. Maximus says preliminary net debt to consolidated EBITDA for the September quarter was 1.7x before the deal and 2.2x to 2.3x with it, inside its 2x to 3x target (per the 8-K). Translation: it’s debt-funded, it fits, and there’s room for one more tuck-in before the ratio gets tight. The stock was down about 29% year to date in Tuesday trading (per MarketScreener). Management is buying growth with leverage instead of waiting for the multiple to fix itself.
Why a civilian services shop wants this. Maximus built its business on civilian agency programs. It stood up a defense growth team in 2024 and called a potential $77 million Air Force cyber contract its first big step (per Washington Technology). Growing cleared headcount organically is slow. Buying 1,100 clearances takes a quarter. That’s the trade.
If you sell cyber product into government. The integrator that holds the ATO and the vehicle decides whose tools make it inside the boundary. Agile’s “approved systems” line is the tell. When an integrator changes hands, the preferred-vendor list gets re-papered. If you’re a SIEM, EDR or identity vendor with a seat on one of Agile’s programs, call your partner manager this week, not after close. Ask who owns tool selection on the DISA and FBI work once integration starts.
If you’re a federal CISO. Your contractor’s org chart is about to move. Watch for key-personnel substitutions in the first two quarters after close. Know who owns each POA&M item today, by name. Integration risk in federal services shows up as attrition first and missed deliverables second.
Our take: on the only revenue number in public, this is a services price for a business whose moat is paperwork that takes years to earn. That’s not a knock. Clearances, vehicles and ATOs are harder to copy than a lot of cyber software. But don’t mistake it for a software multiple. Federal cyber services still get valued like expert staffing with a security badge, and the revenue earnout tells you the buyer knows it.