Novacap’s $1.9 billion acquisition of Integral Ad Science (IAS) wasn’t a champagne-popping celebration. It was a pressured exit — the kind private equity makes when the house lights come on and they realize they’ve overstayed their welcome. Vista Equity wasn’t scouting opportunity. They were sprinting for the fire exit before the sprinklers went off.

This whole piece was sparked by Stephen Adshead’s LinkedIn posts. He cut through the noise so sharply that I had to email him for clarifications. He didn’t mince words. “Lower and mid-market PE have done best in ad tech, buying high growth companies that they have helped to scale globally then sold on at a profit. PE acquisitions of more mature ad tech firms have been more problematic because they soon run out of road in terms of growth and hit the usual flow of ad tech market challenges.”

Translation: the little guys know how to flip.

The big guys are stuck babysitting the sick dogs of ad tech.

Private equity isn’t about vision boards and innovation retreats. It’s about clocks. The “10+1+1 rule” gives you a decade to buy, scale, and dump, with two extensions if your LPs aren’t already sharpening the pitchforks. Once that clock hits zero, no one cares about your AI pivot or that “transformative deck” you presented in Cannes. They want their check.

Vista’s Fund VI had hit the buzzer. IAS was a portfolio zombie: IPO flopped, stock limped, buyers vanished. Vista had two options: watch it decay further or sell and spin the headline as “responsible stewardship.” Guess which one a PE firm picks when their backs are against the calendar wall.

IAS and DoubleVerify were once the Siamese twins of verification hype. But then DV managed to trip, face-plant, and still come out looking healthier. IAS? Left holding the bad math. Even with 12% revenue growth in 2024, nobody cared.

Investors had already judged: IAS wasn’t innovating. It was clinging to what Adshead described as “plain media execution infrastructure” while the world had moved on to AI-driven measurement and eco-friendly verification fairytales. As he told me, “Buyers are likely to perceive plain media execution infrastructure as an increasingly commoditized market in which scale wins, so smaller players need to show a defensible point of differentiation and value add, such as data, AI, service.”

In plain English: pipes are boring, and boring doesn’t sell.

Novacap paying $10.30 a share — a 22% premium — looked brave in the press release.

But Adshead nailed it: “PE firms would generally much prefer to bide their time than sell under the pressure of fund timelines. One thing that might get them running for the exit is a fear that the tide is turning. Better sell at a disappointing price today than a huge discount tomorrow.”

That’s not bold.

That’s panic-dressed-as-premium.

Vista got liquidity, IAS got a break from the quarterly firing squad, and Novacap placed a bet that privacy would give IAS the glow-up it couldn’t pull off in public. Everybody walked away with something. Nobody walked away with bragging rights.

When I asked Adshead about continuation funds, he didn’t hesitate. “They are becoming more prevalent given increased cost of capital… rollovers make sense if a PE firm believes that buyer activity is likely to pick up in the future or that it needs time to perform a pivot or turnaround that would add significant value.”

That’s PE code for: hit pause, hope interest rates drop, and pray your ugly duckling turns into something buyers won’t vomit over.

Why are Adform and Mediaocean sitting on the shelf like unsold fruitcake? Adshead’s take: “To get a good price, the buyer has to see solid recent performance, defensible competitive advantage and believe that the target asset will grow profit and not be too risky. The trouble with ad tech is that there is always some cloud on the horizon… in some cases an existential risk.”

Existential risk. That’s not me talking — that’s the guy who does due diligence on these things. Sellers want 2021 valuations, buyers see storm clouds, and the gap is wider than the space between ad tech press releases and reality.

Vista, Carlyle, Blackstone — the names whispered in boardrooms like some kind of PE bogeymen. Are they panicking? Adshead shot me straight: “It only becomes a problem if the value of the assets decreases the longer they hold them. Better sell at a disappointing price today than a huge discount tomorrow.”

So no, they won’t dump in a frenzy — until they do. And when they do, it’s going to look like a yard sale on the side of the highway.

DSP+SSP mega-mergers? Please. Adshead was clear: “I’m not sure about the DSP merge with SSP idea, given conflicts of interest and the fact they can develop direct paths without merging.”

Translation: stop writing those fantasy banker decks. DSPs will marry DSPs, SSPs will marry SSPs. But DSP+SSP? That’s like marrying your cousin. Possible, but really bad optics.

Not Big Tech. “They seem to be more in the market for acquihires and focused on strategic priorities such as AI, not ad tech,” Adshead told me. Which is polite code for: they’re not touching your creaky pipes with a ten-foot pole.

Corporates? Sure, they’ll buy a Scibids here, a tuck-in there. Private equity? Split personality disorder. The ones already in ad tech are too deep to quit, the others won’t even take the meeting.

Could RTB House spark a bidding war? Adshead’s response: “To elicit a bidding war, they would need to show strong financial growth and persuade potential buyers that their AI/ML gives them a sustainable competitive advantage. The latter could be hard to prove, given the pace of change in AI.”

Translation: it’s only a unicorn if you squint really hard and ignore how fast AI hype cycles are eating each other alive.

And let’s not kid ourselves — IAS is not alone. Operative, Raptive, Adform, RTB House, Smartly, Liftoff, TripleLift, Mediaocean, even Yahoo — all pacing in private equity cages like animals waiting to be sold to the next traveling circus. Some of them have been stuck for more than five years. The IPO window is a peephole. Strategics are pickier than a dating app user in Los Angeles. And LPs? They’re done waiting.

Adshead put it best: “Exits aren’t about triumph anymore. They are about timing.” And in this market, timing means the least-bad option is the only option.

IAS was just the first lion dragged out of the cage. The rest of the zoo is getting restless.

I’ll admit it: I didn’t get it at first. Everyone in the ad tech backchannels was talking about “aging portfolios,” “secondary buyouts,” and “continuation funds” like it was common sense. To me, it just sounded like jargon soup. So I called in people smarter than me—consultants like Stephen Adshead—to explain what was really going on. His graphic made it plain: the private equity model in ad tech isn’t just about growth, it’s about the clock.

And in this industry, five years is forever.

A long list of companies—Operative, Raptive, Adform, RTB House, Smartly, Liftoff, TripleLift, Mediaocean, even Yahoo—are all approaching or past the five-year mark in their private equity portfolios. For PE managers, that’s not just an anniversary. It’s a deadline. Limited partners want their money back, and explanations don’t count as returns.

Private equity lives by the 10+1+1 rule. Funds get ten years to buy, grow, and sell assets, plus maybe two extensions if LPs are forgiving. But the sweet spot is five to seven years. By that point, the pressure to show realized gains becomes unbearable.

The problem for ad tech is that the growth story is no longer easy to sell. Investors have seen the IPO hype trains come and go. They’ve seen the multiples collapse after 2021’s froth. They’re not lining up for another round of promises about “secular tailwinds” and “total addressable markets.” They want liquidity now. That means PE firms are forced to move assets whether or not the market is ready to receive them.

If this were 2014, you could spin a decent ad tech company into an IPO and call it a day. But in 2025, the IPO window is effectively shut. The public markets don’t trust ad tech stories anymore—too much volatility, too many overpromises, too many companies that looked great in S-1 filings and disappointing by the second earnings call.

Strategic buyers aren’t swooping in either. Big tech and the holding companies are now extremely selective. They want unique IP, differentiated data, or platforms with real moats. They aren’t paying up for “me-too” DSPs, commoditized SSPs, or workflow software that looks like a relic from the pre-cookie era.

So PE firms do what they do best: patchwork. They push companies into continuation vehicles to buy time. They orchestrate secondary buyouts, passing assets around like a game of hot potato. They load companies with debt and extract dividends to keep their LPs happy. All of these maneuvers create the illusion of momentum, but none of them provide the kind of clean exit the sector once relied on.

The recycling routines are familiar by now. Secondary buyouts—one PE firm sells to another, often with little change in the company’s strategy. Dividend recaps—owners load the balance sheet with debt, siphon out cash, and call it a win, even if it leaves the company weaker. These moves buy time, but they don’t solve the underlying problem.

Ad tech has become a carousel of recycled assets. And every spin around weakens the ride.

Not everything is doomed. Certain sectors still draw real buyer interest, because they connect directly to the future of media and commerce.

If you play in these areas, you can still attract a premium. If you don’t, prepare to linger on the shelf, hoping someone will take a discounted flyer.

No company illustrates the cost of this recycling better than Mediaocean. Once the unglamorous but essential backbone of Madison Avenue’s workflow, Mediaocean has spent the last decade as a pawn in the private equity carousel.

Vista Equity bought a majority stake in 2015, promising modernization. But by 2021, Vista had already sold it to CVC Capital Partners and TA Associates—a secondary buyout, not a strategic deal. This wasn’t an IPO. This wasn’t a tech giant swooping in. It was just one financial owner handing off to another.

The result has been a slow erosion of innovation. Instead of betting on transformational change, Mediaocean focused on looking tidy for the next sale. It tried to buy relevance with acquisitions like Flashtalking, but organic growth lagged. Its strategic identity blurred—was it a billing system, a creative management platform, a CTV measurement tool? Meanwhile, customers began to wonder if their critical vendor was innovating fast enough to meet the needs of omnichannel advertising.

The constant ownership changes didn’t just strain strategy. They strained culture. Employees grew weary of the revolving-door mandates: one year optimizing for EBITDA, the next for integration, the next for “IPO readiness.” The result was a company in stasis, always being prepped for something but never truly transformed.

This is what PE recycling does. It traps capital in old assets, deprives the sector of fresh investment, and leaves legacy companies trying to look relevant while newer entrants sprint past them.

When companies like Mediaocean get stuck in these loops, the consequences spill beyond their balance sheets. Innovation stalls because capital is locked up in recycling rather than flowing into startups. Competition shrinks as players fail or consolidate, leaving the giants—Google, Amazon, Meta—even stronger. Advertisers and publishers are left with fewer choices and more expensive, less agile technology. And regulators are circling, sensing that the sector’s inability to evolve is feeding distrust and concentration.

The ad tech ecosystem risks calcifying. Growth in spend may continue, but growth in innovation stalls. The promise of new solutions for privacy, measurement, and AI gets delayed because too many legacy assets are stuck on the PE merry-go-round.

While “educators” charge $5K to recycle our charts, ADOTAT+ members get the real playbook. The unprinted manual for bid adjustments, floor traps, and contamination defense that separates signal from vendor theater.

Inside ADOTAT+:

Don’t settle for dashboards that sparkle but don’t sell. This is the training session for the ages—read it before your competitors do.

👉 [Join ADOTAT+] — or let someone else wield our playbook in your next pitch.