CSUDiversified software
Constellation Software
Updated
- Price
- CA$3,003.78
- Fair value
- fair value CA$3,500.00
- Discount
- 14.2% below fair value
- LSEG rating
- LSEG 2.00 — lower is better (1–5)
- Next earnings
- Earnings Nov 6 · · estimated
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In short
- Thesis
- Investors fear that cheap AI tools can copy Constellation's niche software, and only a recovery in organic growth and good acquisitions under the new President over several years can close the gap.
- Gap
- Slow. The new President must prove the acquisition model over a full cycle without the founder, and that takes several years.
- Next test
- (estimate): Q3 2026 results: organic growth and acquisition spending
About
Constellation Software buys small software companies. Each company makes software for one specific industry, such as public transit, libraries, or local government. Customers depend on this software to run daily operations, so they rarely switch to a new system.
Constellation earns most of its money from maintenance fees and recurring subscriptions. It almost never sells a company after it buys it.
Thesis
Investors worry that cheap AI tools will let rivals copy Constellation's niche, industry-specific software. This fear grew when organic growth slowed to 3% in the second quarter of 2026, or 1% after currency effects. Organic growth of maintenance and recurring revenue fell to 2% after currency effects, its lowest rate in at least two years. Founder Mark Leonard also resigned as President for health reasons in 2025 and left the board in May 2026.
Constellation's software runs core, regulated tasks such as utility billing or court case management. Customers rarely remove this kind of system, since a failure would disrupt daily operations. This makes a quick AI clone unlikely to displace it. But the new President, Mark Miller, has not yet run the company's acquisition process through a full economic cycle without Leonard.
S&P raised its outlook on Constellation in August 2026 because leverage fell, so the balance sheet is not the market's main worry. The first test is whether organic growth of recurring revenue returns to about 5%, the rate Miller calls normal. Management said that $17 million of one-time revenue at Altera in the second quarter of 2025 caused most of the slowdown. The second test is whether Miller keeps finding acquisitions at the same hurdle rates while competition for targets stays strong.
Q3 2026 results, expected in early November 2026, give the next organic-growth reading. But proving the capital-allocation approach works without Leonard takes several years of results. So this discount likely takes several years to close fully.
Checkpoints
- Nov 6, 2026 · est.PendingQ3 2026 results: organic growth and acquisition spendingOrganic growth of maintenance and recurring revenue back near 5% after currency effects (2% in Q2), as Mark Miller expects, passes; growth at or below 2% after currency effects or a lower pace of acquisitions fails.
- Mar 2027 · est.PendingFull-year 2026 results and first annual letter under MillerOrganic growth in the second half of 2026 above the 3% of Q2 and a clear capital-allocation plan from Mark Miller pass; organic growth at or below 3% or weaker returns on acquisitions fail.
Balance sheet
- Cash
- $2.9B
- Debt
- $4.2B
- Net debt
- $1.3B
- Net debt / EBITDA
- 1.1×
- as the company states it
- Credit line
- $1.1B
- undrawn
Cash against debt
debt covered by cashnet debt $1.3B
Leverage: net debt / EBITDA
low, under 2×medium, 2× to 4×high, over 4×
Credit ratings
- S&P BBB · positive
- Fitch BBB+ · stable
Constellation reports in US dollars and splits its debt into two groups. The parent must repay the first group. The second group sits inside subsidiaries without recourse to the parent. At June 30, 2026, $1.5 billion of debt had recourse to the parent. This was $1.0 billion of unsecured senior notes due 2029 and 2034, $348 million (principal) of subordinated floating-rate debentures and an $86 million term loan. The other $2.7 billion had no recourse. Topicus had $534 million of it and Lumine $482 million. Most of the rest is bank loans of other operating groups, secured on their assets. It also includes a $500 million 7% promissory note to Intercontinental Exchange from the Optimal Blue purchase, which matures in 2063. The leverage ratio is S&P's figure for the 12 months to June 2026. The credit facility is the parent's $1,085 million unsecured facility, with nothing drawn and $13 million of letters of credit. The IRGA liability of $1.2 billion is also like debt. It is the value of the 29.38% of Topicus Coop that the Joday Group can put back to Constellation. This value moves with Topicus's results and share prices. On August 28, 2026, S&P changed the outlook to positive because leverage fell. Free cash flow available to shareholders was $1,078 million in the first half of 2026. Acquisitions stay the main use of cash, and the low leverage leaves room to buy larger companies with debt.
As of
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Risks
- Founder Mark Leonard resigned as President for health reasons in September 2025 and left the board in May 2026. Constellation's decentralized model depended heavily on his capital-allocation judgment. It is not yet proven under the new President, Mark Miller, over a full cycle.
- Organic growth fell to 3% in Q2 2026, or 1% after currency effects. Management named a one-time item at Altera in Q2 2025 as the main cause, plus weak results at Dark Matter and Lumine and the loss of one large customer. If growth does not recover, the compounding math behind the stock weakens.
- Competition for acquisition targets stays strong. On the Q2 2026 call, management said that prices are a little weaker only for the largest targets. If Constellation cannot keep buying enough companies at attractive prices, it must deploy more cash into lower-return uses, which slows long-term compounding.
Recent events
- August 28, 2026S&P affirmed its BBB rating on Constellation Software and changed the outlook to positive from stable. S&P said net leverage fell to 1.1 times EBITDA for the 12 months to June 2026.
- August 12, 2026Constellation held a quarterly conference call. Mark Miller said the company will not give an AI target, an AI revenue line or an AI timeline. He said AI has not yet given a real increase in organic growth, and that hurdle rates for acquisitions do not change.
- August 11, 2026Constellation reported Q2 2026 revenue of $3,335 million, up 17% from last year. Organic growth was 3%, or 1% after currency effects. Management said most of the slowdown came from Altera, which had $17 million of one-time revenue in Q2 2025. Free cash flow available to shareholders was $345 million.
Show 2 older eventsHide older events
- May 15, 2026Mark Leonard left the board at the annual meeting. He did not stand for re-election, as the company said on March 27, 2026. He stays as an advisor for the company's long-term minority stakes in other companies.
- September 25, 2025Mark Leonard resigned as President for health reasons and stayed on the board. The board appointed Mark Miller as President. Miller is the Chief Operating Officer and kept that role. He has been on the leadership team for over 30 years.
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