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N-Able: Preparing Your MSP for Mergers & Acquisitions

N-able
07/14/2026
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the key issues raised in the Enable 2024 MSP Horizons report, produced in conjunction with Canalys. In this episode, I'm talking to Matt Tucker, Business Development Director at Enable, about how MSPs can get their house in order for M&A, including understanding the different valuation methods, and the importance of turning to your peers for advice on navigating the M&A process. So welcome to another episode of the Beyond the Horizons podcast. And I'm joined again by Matt Tucker. Matt, we're going to be talking more about M&A this week, aren't we? Yes, we are, Pete. Yeah, I'm looking forward to it. And specifically, I think we've set, well, I've set the title for this episode as being getting your house in order for M&A, which I think is kind of like, is quite an important yardstick or quite an important thing that MSPs really need to get their heads around if they're about to go through this process, isn't it? Yeah, to be honest with you, Pete, I think it's important for every MSP to be aware of what's happening around M&A, but also to get their house in order for M&A. And let me just really go in and explain what I mean by that. So if you think about our rally cry for 2024 is transform or transformation. And to me, what that really means is that MSPs need to be aware of all the market indicators that are out there, and they need to be transforming their business in line of or in front of, if they can see into the future, of those indicators. You know, having that deliberate focus, that drive, some change, some type of trajectory in line with what's happening in the market. So within their four walls, they need that change that's happening in their business needs to be ahead. And M&A is a massive market indicator. Now, if we go back over the last few years, maybe four or five years, 2020, 530 recorded deals. If you look at Channel E2E, who track all this, are the ones they know about. 2021, an increase to 830. 2022, a thousand deals recorded. It's a real lot in one year. 23, we've come back down, and I'll explain why, to about 330. And 24, so far this year, and we're currently just gone into August, it's time recording this, 140 deals. And I'll say that it's changing daily. So it has declined. And you may be thinking, well, why do I need to care about it? Why do I need to get my house in order? If it's declining, it's going away. It is not going away. You know, if you look at our Horizons report, you'll see that we're predicting actually an increase in M&A over 25 and 26. And the reason I believe, and my peers believe, we saw so many in 2022 was because of the impact of the global pandemic. It was almost like a fire sale. I don't like that term, a fire sale, but there was a lot of MSPs thinking, I want to do something different. MSP owners or MSPs thinking, I need to be stronger in numbers and doing almost like a land grab and doing all these different deals of mergers and acquisitions. So I would suggest that every MSP should have their house in order for M&A because you never know when is the right time. Even if you're sitting there listening to this or watching this and thinking, no, Matt, you're wrong. I'm never going to sell my business. It's mine. It's precious. At some point, you are probably going to want to exit your business. And that may even be at retirement. So you should run your business in the right way. You never know who's going to come knocking on your door. There's a lot of different people coming into the market right now. A lot of private equity interest in the market because the returns, which I'm sure we'll talk about shortly. And you're also getting no longer your tech starting MSP. You're getting different types of people starting up MSPs. Just very quickly, I know of a business out in North America who specialize in delivering office furniture. That's what they did. They've now gone into MSP market because what happened during the pandemic, a lot less people in offices, still a lot less people in offices. That business was declining. They saw the returns from being an MSP and they've transformed their business. And I continue to do so and are doing very well. So, yeah, let's get your house in order. So I think the starting point for that always, for me, it's got, I think it's, you know, it's kind of potentially a tricky subject as well. It's like, how do you establish a price for, you know, and this is from both sides. How do you establish a price for your MSP if you want to sell? But also if you're looking to buy, how do you make sure that you're getting the best value for your pound, dollar, euro, whatever? Yeah, it's a difficult one, isn't it? I was thinking about this earlier on and trying to relate it to something else. And I was actually relating to my last car I sold was actually through We Buy Any Car. I took the plunge, you know, and how they worked is they've got a great online tool, which gives you the market value for your car. Then you input the bits and pieces, you know, that are on the scratch here, a chip there, and then that's the base value. Then you go along and then there's all these other factors, which typically drive the value down, not up in that world. But same as MSPs, you know, there's different methodologies you can use to establish the price for your business. And then there's a bunch of factors that can change that. And I can talk about a couple of valuation methods that I'm aware of. There's definitely many, many more, but let's talk about three of them if I can. And then we'll focus more on the last one, which is the more popular one, which I'm seeing in industry. So market-based valuation, they're comparing company analysis, so comparing one company to another company. So you have an MSP, 10 staff, two million turnover, and you're being directly compared to another MSP in your region of same staff, same turnover that sold recently. I guess that's a bit like the housing market, a bit like the Zoopla approach, where you can go and compare one to the other. And then maybe you take a multiple on the revenue based on that, or you go to EBITDA, which we'll come back to EBITDA later on. So not quite so popular in MSP, but it is a methodology. Income-based valuation, where you've got your discounted cashflow effectively. So it's like an estimation method of your cashflow and the projected cashflow, really discounted back to present value, providing detailed, really forward valuation, taking into account the financial performance and the growth prospects over that period before casting forward. I have seen that, not very popular. The popular one, which we're all talking about and people know about in industry is earning-based valuations, EBITDA, or EBITDA with the R on the end. So earnings before interest, taxes, depreciation, and amortization. Did I say that right? I think I did say it right. I still don't know the last words. It always sounds frightfully techie, that one, from an accounting perspective, not a technology techie perspective. Yeah, yeah, it does. It sounds complicated. And maybe we should break that down in a minute as to what each of those elements are. But really, it's a way of looking at the operational performance of the business and guessing a valuation based on the operational performance, then a multiplier based on that valuation. So should we take a look at EBITDA? Yeah, yeah, yeah. I'd be interested to kind of dig more into that, because I think it is one of those things that we, I think, gets bandied around a lot. And certainly, on the outset, I think, unless you're kind of like, you know, unless you're very, very financially savvy and you're used to this process, I think it can be a little bit sort of daunting. Yeah, I think it is. And it definitely was daunting for me when I come across it, I don't know, probably about 10 years ago, and probably never heard of it before that, to be really honest with you, it's more about valuating based on income revenue. But now, yeah, EBITDA is definitely the way most businesses are going. And I think we've all heard of it, but I don't know if many people understand it. Just to pause on that for a moment, when I was running a business some kind of probably about five years ago now, I actually made sure I had visibility of my EBITDA on that business on a month by month basis. I didn't have that to start off with. I actually went to adjust the whole management accounts, the way things appeared on the general ledger, where they rolled up into my management accounts, so I could see month on month where the EBITDA was, because I had my focus on improving that EBITDA, so I knew that's how we're going to value the business and how it was going to be multiplied out. So let's start with the E, I guess. That's the easy bit. That's the earnings, that's the profit the company actually makes. And the B and I, you'll be pleased to know, are grouped together, so that's before interest. So it excludes the interest expenses, maybe on debt, focus on really the operational profitability. I'm going to come back to operational profitability. Taxes is the T, which excludes the taxes to provide a clearer picture of the earnings, so for influence of tax policies. And then the last two are very similar, so depreciation excludes the depreciation, which is the reduction in the value of tangible assets, typically over a time period. So a tangible assets could be office equipment, 10 person MSP, 10 computers, 20 monitors, they've got some on-prem servers. So all that assets, if it's purchased at the same time, is worth X amount, and we can depreciate that through the accounts. And amortization, we exclude that as well, and that's the reduction in intangible assets, rather than tangible. So IP, trademarks, copyright, an example could be there, an MSP could have some really cool tech, they've built some really cool IP. Let's say it's an AI solution integrating with a ticketing system, which makes them run operationally more performant. I know a lot of MSPs are focused on AI at the moment. So that could be, in some circumstances, an intangible asset, which can make up that EBITDA calculation. So it really comes back to this measurement of operational performance, and it makes it easier to compare MSPs to MSPs, because you could have one MSP turning over, let's pick up some numbers, 10 million in revenue over the year, another MSP turning over 5 million revenue. The first MSP, Pete, that's your one. You've got loads of directors within that, everyone's putting great big salaries out of it, and they've got lots of nice toys, company cars, and maybe you're really not very efficient, sorry to say. Maybe you're not focused on all your operational performance, whereas other MSP, which could be turning over half our revenue, could be much more operationally aware, form, much more streamlined, have all their processes in place, have some really slick workflows in place, really focused on the EBITDA, and they could have similar numbers. Now, look, that could be bad examples, so please don't all jump on and start messaging me now, 10 and 5 could be bad examples. But it's a good example to start comparing that. Our EBITDA figures could be, yours could be a couple hundred thousand, and mine could be, let's say, 125,000. We're not a million miles apart. Yeah, yeah, yeah, yeah. So the idea is that EBITDA will give you a consistent baseline, really, by which to sort of like, almost like compare, you know, or sort of, yeah, have a baseline by which to compare your value against other MSPs, but also to have an understanding of an approximation of what your business is going to be worth. And when you come to sell, are you, so is it, I mean, I bought a business many years ago, and it was done on the basis of kind of, I think it was like two and a half times turnover or something like that, as the valuation of the business. And is there a similar kind of calculation that works with EBITDA so that, you know, if your EBITDA is, as you say, 200,000, you know, the value of the business might be two or three times that. Yeah, that's very right. And there's a lot of factors that go into this multiple. Now, don't just presume because one MSP you've heard of got a five times multiple based on EBITDA that you're going to go and get a five times multiple based on EBITDA. You know, you could get more depending on a bunch of factors, you could get less depending on a bunch of factors. It also kind of scales as well based on revenue. So if your revenue, say it's under 2 million, that might restrict where you are on the EBITDA multiplier compared to an MSP that's 5 to 10 million on there as well. So there's lots of different factors that come into it. And what you're referring to earlier was that revenue multiplier. So revenue multiplier is typically lower, maybe revenue one times or 1.5 times X, maybe two times X. EBITDA multipliers, you can see go eight, nine X. We've seen that within our report. And it would depend on a bunch of factors that influence that. So let's touch on some of those factors now. I think the most common factor that we all know about and that our industry has definitely been focused on since I've been on it, in it, sorry, over the last 25 years, and that is the recurring revenue or monthly recurring revenue. So what is that? That is contracted revenue that we can rely on. It's a steady revenue stream, a steady stream of cash coming into the business every single month that they can rely on. And then the contracted part as well means that it's contracted by law so that you know you're getting that revenue, your customers are locked in. I don't like using the word locked in. They're getting a great service from you. They've committed to you for that service over maybe one, two, three, or maybe even five years. I know some of the larger MSPs now push for five-year contracts. Three is more common. But recurring revenue in an EBITDA calculation doesn't necessarily have to be contracted recurring revenue. We all probably think now, you think, oh, yeah, I've got to get my contract revenue in there. That's going to really help my EBITDA multiplier, help with customer retention, which I'll come on to. But it could be revenue that you can prove within your management accounts comes in on a regular basis but not necessarily contracted. Now, that other type of revenue won't carry as much weight as contracted revenue. So that's typically what we look for. But it can also be considered in your calculation. So let's not exclude that. And the other one which I have touched on is client base and retention. Retention of clients but also retention of staff are equally important. And I suggest that within your business, you should be able to measure not only retention of your clients but also your retention of your staff. If you've got a high turnover of staff within your business, I would suggest it's going to devalue your EBITDA number. It's going to devalue your business because you're not operationally performing, are you? If you think about it, if you're forever changing 30% of your staff year on year and having issues retaining them, your business isn't operationally efficient. The smaller that number is, and of course, we can't retain 100%. Actually, I do know some businesses out there who do claim that and have got a really good employment program there in the MSP space, which is great for them. But going back to my point, if you're being impacted by that, and same as your clients, if you're unable to retain your clients, you have to retain your partners. And that's shown within your books. Every time you take two steps forward, you'll be taking one step back. So if you can prove both of those, that's going to have a good impact on your EBITDA multiplier. And then also your service offerings. Now, MSPs, I'll probably say, and maybe get shot for this, but offer similar services with the ones I work with around the globe. They really do. There are some specializations out there, and those specializations will increase the value, could increase the value. Let's be careful with our words. They could increase the value of your MSP. And let me give you an example of that. I recently spoke to an MSP that acquired another MSP because of the specialization they had. And that was around business intelligence. It's around reporting, a big thing at the moment, database decisions. Another market indicator, more and more BI tools coming out, more and more people really get to be able to really understand what is happening within their business. So this MSP had a specialist team, which I think is rare in the space of BI developers, people who can report, people who can consult. And they've built up this arm in their business that worked out really, really well for them. Now, I don't know if that was by accident or it was deliberate, but regardless, it drove their valuation up. And it also drove the acquirer to look at them because they didn't have the specialists in-house and they could see the revenue increase over that. So a specialist offering can drive that. And also there's expertise. I guess a common one we're all struggling with at the moment is expertise, is technical resource, especially technical resources around security. So another example of that is MSPs acquiring MSSPs who have got that division within them. They've got that SOC within them. They've invested all that money in their tools and in their staffing and they're going after that. But let's talk about the operational efficiency because that is a key factor of measuring EBITDA. And what that really comes down to, and I'll be honest with you, when I was a very green manager many, many years ago, I really didn't like to talk about processes and procedure. And I found it all very, very dull and irritating until I was made to do it. And I've become an internal auditor and then I actually saw benefits of it. So operational efficiency is about having your house in order. It's about having those processes in place, those systems in place, those workflows in place, streamlining everything as how information gets through your business. A simple process like how do sales hand over to the technical team that does get all goals from your quoting system to order one and push information into your ticketing system or your project system with everything coming across. How efficient can you be as a business? And the more you are operationally efficient, actually the less time you're spending and therefore your profit margins are going up. And then, you know, finally, I think I will add one more if I can, and I'm talking quite a lot. No, no, no. It's good. It's really interesting to kind of get that sort of like, yeah, that view beyond just the simple baseline figures as well. Yeah. I was going to say, I'm quite passionate about this because half of my job at the moment is actually supporting our partners that are going through some type of M&A activity and getting to work really closely with them, which I really really enjoy. So the other one which I'm aware of is really your growth position. So these, we're talking about factors that can influence the EBITDA calculation, the multiplier. So if you have a really strong market position and clear growth opportunities that can be proven, that can really, really influence the MSP valuation, so the overall EBITDA multiplier. And sort of in conjunction with that as well, if you can prove that your business can scale, if we just pause that for a moment, if you think maybe you'll get investment, because EBITDA calculation, by the way, can be used for investment. It doesn't necessarily mean that you are acquiring. It could be that you've gone out to private equity. And the first thing private equity you're going to start looking at is EBITDA. So again, we're talking about getting your house in order and why at the beginning of this. And it could be because at some point, you're going to want some investment, not necessarily to acquire, but you're going to open up another office in another region. You want to go to private equity for that investment. So they'll use EBITDA calculation to work out the risk around their investment. So we're talking about that growth potential. We're talking about scalability. Now, can you scale your MSP? So your 10 person MSP, if you don't just add another 10 people, I'll say that's an efficient way of scale. If you're turning over 2 million, you're not going to turn over 4 just by doubling the amount of staff you're probably going to get. So you're going to have to scale your MSP. You're probably going to become really inefficient before you become more efficient. So have you got a proven way that you can scale your business without ramping up the costs massively, but really improving the profitability of your business? So that's, as I was saying just now, I mean, that's a fascinating to me insight into the fact that it's not just about this kind of bottom line financial figure. There's so much more that goes into obviously building the value of an MSP. And whether we're talking things as you mentioned, churn rate, efficiencies, recurring revenues, there's all this stuff going on. You wouldn't necessarily think about initially if you're a smaller MSP selling out to a bigger group, this is kind of stuff that you might not necessarily have your finger on these details straight off, is it? So how is there a financial audit process that MSPs need to go through? And is this something they can do on their own or is it something they really need to hire in experts to do? Yeah, really good question. Depending on what size MSP you are, I'd suggest that it's difficult to find the time for doing this. If you're a smaller MSP, you're probably still very much hands on as the owner, probably going out and seeing your clients all the time, maybe doing some technical work as well. It's difficult to get out of the weeds and up above them and focus on the business planning. So I always recommend being part of the I always recommend being part of a peer group in that case, but maybe we'll come back to peer groups and other ways you can go and find deals later on. I think we should probably end with that. But yeah, so when you're going out to acquire, where do you start? If I lead into question, where do you start where you're actually going to go and look? I've made a decision now, I want to grow. I want to grow. We've seen steady growth over the last four or five years, but I want to accelerate that growth now because I can see what's happening in the market. I'm being forward thinking, I want to transform my business. So what do you do? And the list is probably really long and we could probably do at least an hour on this, but I'll give a few kind of snippets and ideas. I'm sure we could do a lot more content on this whole topic actually. So if you are listening again, let us know if you want to hear more on this. So I think you need to find your needs to start off with. Again, it's like if we go back to the car analogy, you go out, you need a new car, your car's broken. What do you need it for? Do you need a sports car? Do you need a family car? When you're acquiring another business, what is your true need? Sit around with your board. If you've got non-exec members as well, bring the non-exec members in and discuss what you need. Are you looking to expand your market reach? And we're seeing a lot of that at the moment. You know that the other half of my job is supporting groups of MSPs. We are seeing groups go into another country because they've done their market research and they want to expand their market reach. Are you looking to acquire new technology like we just discussed before or gain skilled personnel like the security specialists we discussed earlier on? So define really what you're looking for, why you're doing it. I know a number of MSPs this year that are doing it for market reach. They are in London and all of a sudden they've decided to go south or they're somewhere else and decided to go to London just to expand it or they're going over to the Netherlands or coming over to the UK. So you see a lot of that going on, especially over here in EMEA. And then I think, what do you look for? What does good look like? We need to start with that as well. We've discussed some of that before when we were talking about the way the EBITDA calculation and the factors of that. So that should give you a bit of idea of what good looks like. But don't forget about it's not all about finance. Finance is really important. They're bringing in this amount of revenue, that's great. They've got that amount of profit. EBITDA is looking like this. But does it also fit in with your strategy? Does it also fit in with your company culture? I've seen two businesses come together with very, very different company cultures. I'll give you a different example. So say you're MSPP, you're really, really focused on sales. That's why you're doing twice the amount of revenue. You've got a really strict sales culture in there. You've backed that up with your marketing strategy. Your sales staff are really well compensated for the deals that they bring in, and they live and die by the number. In my MSPP, we've got not a single salesperson. The culture is everybody serves sales. It's customer service first. We have account managers. We have partner success people. It's more about the soft sale and the growth. We've not had the same growth rate of you, but it's just different. It's a different culture. Smash those together. It's probably going to take you, it's not impossible, definitely not impossible, but I would suggest it's going to take you longer to get your operational performance back on track with the line that you expect or the line that your investors expect should you have investors. So just be really careful around the target. We've spoken about a lot of obvious stuff earlier on, but I just thought I'd drop that, the whole culture aspect into as well. I think that I've had conversations with larger MSPs about that. Certainly, we've got a partner in Finland, Frendi. I've talked to their CEO. I did an interview with him a while back about that, and he was very big on this concept of culture. So I think that, in a way, that might be a pull out from this is we'll come back at some point, or we'll talk about those specific issues about not smashing two companies together, but merging two companies together. Merging. Nicely. Yeah. Let's just talk about that just very briefly, if we can. It's all about change, isn't it? We're going through a whole bunch of change when we're bringing two things together. And people, and that's what it's about, is about the people handle change differently. Some may panic and think, oh no, somebody's going to exit. My CEO that I really like, CEO Pete that I really, really like is going to leave the business and hand it over to Matt, this new guy that I just don't know. I don't know if I can work for him. People have to reassure them, and maybe we'll come on to that. I'm trying to get back to your original question. So yeah, outside help, I think we're talking about. And unless you've done this day in, day out, you've lived it, you've breathed it, maybe in another life, I would even suggest, even if you are an expert, I think it's always best to bring it outside help. Definitely, if it's your first deal, you've got to really perform a thorough, thorough audit. And when people say audit, they think, oh, I need to go and look at the financials. It's much more than that. It's the financials, it's the legal, it's the operational performance of the business. They're saying that ISO 9001, which is a standard over here in Europe about procedures and processes, but have they actually got it? Did they actually abide to it? Did it expire three years ago? What are people actually going to do? So if you could bring in a third party, and you are going to pay for this, of course, you're going to pay for it. That's their business. But I would suggest you save much more time, much more headaches, much more, you have to be less sleepless nights. Bring in somebody that's been there, done that, and can advise you on the right way of doing things, and can highlight things you may not have ever thought of. I would suggest that majority of deals they've gone through, or people have gone through this for the first time, even though they've done thorough due diligence, I would suggest if you talk to them, the person who sold, they'll probably say, oh, there was this one area, or there's one thing I wasn't too sure about, or I wasn't quite happy how this bit worked out. I didn't know about this until after the event. It's trying to avoid all that. So yeah, I would definitely suggest bringing in somebody else. So I suppose the natural question that runs off that is, where do you find those people? Where do you find the experts? And I think this is where we get back to, as you say, part of your job is helping people through this process, and there's peer groups. So your vendors, other MSPs in peer groups, all those sorts of contacts will be incredibly valuable in putting you in a position, certainly if you've not done this before, putting you in a position to pull the right people together to help you through that process. Yeah, 100%. And I can relate back to my own career, where I was lucky enough for around four years to actually run a business, be in that top seat. And I admit, it's scary, especially when it was my first year role, it's scary at the top. And there's not a lot of people you can talk to about these decisions. Sometimes it's not even appropriate to talk to your own directors about what you're thinking and where you're going, let alone the rest of your staff, and it's just not the appropriate thing to do. So I was lucky, I had a good network around me, I had a network of peers. And I, again, want to encourage every MSP to form a peer group. And it doesn't have to be a massive, massive peer group. It could be a small peer group, it could just be a handful of people who you've met out in the industry, who you get on with, who you meet up with once a quarter to chew the fat, to have a chat about what is happening in the industry and what's happening with your own business. I'm lucky, I work closely with, I think, is the UK's largest peer group, which is the network group, and their actual slogan is strength in numbers. So definitely look up that group. And I've also worked with a bunch of decentralized, sorry, we spoke about this one before, didn't we? Decentralized consolidators, as our last podcast, across the Netherlands as well. One thing they're really good at is sharing knowledge. You'll be surprised when you're in a peer group, how much people actually open up and share with you. And they always have speakers come in and they have great sessions you can attend. And I would suggest that every conference in the industry right now, not just peer conferences, has probably got some topic, some track on M&A at the moment. And there will be private equity companies there. There'll be companies looking to buy, there'll be companies looking to sell, there'll be companies looking to merge there, in this case of having those conversations with them to find out what's going on. And actually, shameless plug, we have two roadshows coming up. Actually, we have a whole bunch of roadshows coming up. So make sure you check out n-able.com and have a look at our schedule there, all the webinars and all the in-person events we're doing. But we have two particular roadshows where we're dropping in M&A tracks on both those roadshows. And one coming up in New York very shortly. And then the one that I'm focused on now at the moment in planning is going to be in Q4, date to be announced, where we're going to be talking about mergers and acquisitions in the industry. I'm going to open up and talk about what we're seeing, what's happening. We're going to bring in a pro equity company to talk about their point of view, and then we're going to run a panel on it as well. Now, I do think pro equity companies get a little bit of a bad rap, so I just want to give a quick shout out to them. They aren't there to bully you. They're there to, if they've invested in your business, to support you with their investment and also your investment and help you grow based on the trajectory that you've put in place with them. So yeah, answer your question. I think network, get out in the industry, talk to people, join a peer group. Yeah. And just to sort of, I know that you touched on the network group over here, and I know that just for a global audience, if you're listening to this in North America, or if you're listening to this in Australia, certainly we've been developing our own peer groups, so you can reach out to people like Chris Massey on the business transformation side. He'll be able to help you kind of introduce you into that process, but also reach out to your PSMs. If you're enabled customers, reach out to the PSMs because they'll also be able to direct you to people, local groups, and help you build those if you're not in a position to build them yourself, which a lot of people aren't. But also, I've heard very good stories about, there was a great story that came out of our Australia colleagues saying that they brought a group of MSPs over to Empower earlier this year, and they put them into a WhatsApp group, and they'd never been in that sort of peer group before, went home, and they were all still sharing ideas. And from that, they've built a really powerful peer group, which has helped them with everything from sort of like, who's using this particular product? Can you give me some advice around that? So they are really, really powerful things to be involved in. So yeah, another plug for peer groups. If you're not in one, find one, get in one, because they are incredibly powerful things to help you grow, develop, and just to manage your business on a day-to-day basis. I think they are. And talk to somebody that's in a peer group, and ask them what they get out of it. And just as well, just talking about Chris Massey's program and Robert Warburne, which we call Business Transformation. Business Transformation gets such good feedback. And the reason why it gets good feedback is it takes you out of your environment, out of your workplace, and allows you to focus on this operational performance that we spoke about quite a lot today with people that are similarly minded. And it's a very well-structured program. So look out for them. We're always on the road with those. And again, check our website. Yeah, thanks for that, Matt. I mean, I think this has been a fascinatingly interesting conversation. I mean, to a certain extent, I feel we are only just scratching the surface of this. And I think there are definitely a few areas that we will certainly be coming back to, one which I think that concept of merging the cultures of businesses and how you manage not just your staff, but also your customers through that process. So again, thank you very much for your time. And thank you very much for your insights. And look forward to doing it again. Thanks, Pete. See you next time around.

TL;DR

  • M&A activity in the MSP market peaked at 1,000 deals in 2022 following pandemic disruption, declined to 330 in 2023, but N-able predicts renewed growth in 2025-2026, making preparation essential for all MSPs regardless of immediate sale intentions.
  • EBITDA-based valuation has become the dominant methodology for MSP transactions, with multiples ranging from 5x to 9x or higher depending on factors like recurring revenue percentage, operational efficiency, specialized capabilities, and demonstrated growth potential.
  • Key value drivers extend beyond financials to include contracted recurring revenue, client and staff retention rates, specialized service offerings, documented operational processes, scalability, and cultural alignment between merging organizations.
  • MSPs should engage outside expertise for M&A transactions, join peer groups for shared knowledge and deal flow, and run their businesses with M&A readiness in mind even if not actively pursuing transactions.
  • Successful integration requires careful attention to cultural fit and change management, as misaligned company cultures can extend integration timelines and threaten the operational performance that justified the acquisition.

Why Every MSP Should Prepare for M&A

Matt Takhar opens by emphasizing that M&A preparation isn't just for MSPs actively seeking to sell—it's a fundamental business discipline that every MSP should adopt as part of their transformation strategy. The MSP M&A market has seen dramatic fluctuations, from 530 deals in 2020 to a peak of 1,000 in 2022, declining to 330 in 2023 and 140 year-to-date in 2024. However, N-able's Horizons report predicts an increase in M&A activity through 2025-2026. The 2022 spike was driven by pandemic-related factors—a combination of MSP owners seeking exits and consolidators pursuing market share through aggressive acquisition strategies. Takhar argues that running your business with M&A readiness in mind ensures operational excellence regardless of whether you ultimately sell, seek investment, or simply want to maximize business value. Even MSPs convinced they'll never sell should recognize that retirement or unexpected opportunities may eventually require an exit strategy, making preparation essential rather than optional.

Understanding EBITDA-Based Valuations

The conversation shifts to valuation methodologies, with Takhar explaining three primary approaches: market-based valuation (comparing similar MSPs), income-based valuation (discounted cashflow projections), and EBITDA-based valuation—the dominant method in today's MSP market. EBITDA (Earnings Before Interest, Taxes, Depreciation, and Amortization) provides a normalized view of operational performance by excluding financing decisions, tax policies, and asset depreciation. This creates a consistent baseline for comparing MSPs of different sizes and structures. For example, a $10 million MSP with high director salaries and company perks might have similar EBITDA to a $5 million MSP running lean operations. Takhar emphasizes that EBITDA multiples vary significantly—ranging from 5x to 9x or higher—based on factors including revenue scale, recurring revenue percentage, client retention, operational efficiency, specialized capabilities, and growth potential. He recommends MSPs track EBITDA monthly through adjusted management accounts to maintain visibility into the metric that will ultimately determine their valuation, whether for sale or investment purposes.

Key Value Drivers Beyond the Numbers

Beyond financial metrics, Takhar identifies critical factors that influence EBITDA multiples and overall MSP valuation. Recurring revenue—particularly contracted MRR with multi-year commitments—provides the predictable cashflow that buyers and investors prize most highly. Client retention and staff retention are equally important, as high turnover in either area signals operational inefficiency that depresses valuations. Specialized service offerings can significantly increase value, with Takhar citing examples of MSPs commanding premium multiples due to expertise in business intelligence, security operations, or other niche capabilities that acquirers lack in-house. Operational efficiency—documented through processes, workflows, and systems—demonstrates scalability and reduces integration risk. Growth potential and market positioning matter tremendously, as acquirers pay premiums for MSPs with clear expansion opportunities and proven ability to scale without proportional cost increases. Takhar stresses that culture fit, while harder to quantify, can make or break integration success, using the example of a sales-driven culture clashing with a customer-service-first culture to illustrate how misalignment extends integration timelines and threatens operational performance.

Navigating the M&A Process with Expert Support

Takhar strongly advocates for engaging outside expertise when pursuing M&A, even for experienced business leaders. The due diligence process extends far beyond financial audits to encompass legal, operational, and cultural assessments—examining whether claimed certifications like ISO 9001 are current and actually followed, validating specialized capabilities, and identifying hidden risks. First-time acquirers particularly benefit from advisors who can highlight considerations they wouldn't anticipate and help avoid costly oversights. He emphasizes the value of peer groups—both formal organizations like the Network Group in the UK and informal networks of MSP owners—as sources of shared knowledge, deal flow, and candid advice from those who've navigated similar transactions. N-able supports this through Business Transformation programs, roadshows featuring M&A tracks, and partner success managers who can facilitate peer connections. Takhar also defends private equity firms against negative perceptions, characterizing them as supportive partners focused on enabling growth rather than extractive investors. The overarching message: M&A is complex enough that attempting it alone, even with strong internal capabilities, introduces unnecessary risk when expert guidance is readily available.

Chapters

0:00 - Introduction and M&A Market Overview
1:14 - Why Every MSP Should Prepare for M&A
4:40 - Valuation Methodologies Explained
6:37 - Understanding EBITDA Components
12:00 - Factors Influencing EBITDA Multiples
17:00 - Operational Efficiency and Processes
21:04 - Finding the Right Acquisition Target
25:37 - Cultural Fit and Integration Challenges
26:10 - The Importance of Outside Expertise
28:05 - Peer Groups and Industry Resources

Key Quotes

1:23 "MSPs need to be aware of all the market indicators that are out there, and they need to be transforming their business in line of or in front of, if they can see into the future, of those indicators."
2:08 "... 2020, 530 recorded deals. 2021, an increase to 830. 2022, a thousand deals recorded. 23, we've come back down to about 330. And 24, so far this year, 140 deals."
3:13 "Every MSP should have their house in order for M&A because you never know when is the right time. Even if you're sitting there listening to this or watching this and thinking, no, Matt, you're wrong. I'm never going to sell my business. At some point, you are probably going to want to exit your business."
8:03 "I actually made sure I had visibility of my EBITDA on that business on a month by month basis. I had my focus on improving that EBITDA, so I knew that's how we're going to value the business and how it was going to be multiplied out."
12:42 "EBITDA multipliers, you can see go eight, nine X. We've seen that within our report."
17:19 "Operational efficiency is about having your house in order. It's about having those processes in place, those systems in place, those workflows in place, streamlining everything as how information gets through your business."

FAQ

What is EBITDA and why does it matter for MSP valuations?

EBITDA (Earnings Before Interest, Taxes, Depreciation, and Amortization) measures operational profitability by excluding financing decisions, tax policies, and asset depreciation. It provides a normalized baseline for comparing MSPs of different sizes and structures, making it the dominant valuation methodology in today's market. MSPs are typically valued at multiples of EBITDA ranging from 5x to 9x or higher, depending on factors like recurring revenue, operational efficiency, and growth potential.

What factors influence the EBITDA multiple an MSP can command?

Key factors include the percentage of contracted recurring revenue, client and staff retention rates, specialized service offerings or expertise, documented operational processes and efficiency, demonstrated scalability without proportional cost increases, clear growth opportunities and market positioning, and cultural alignment with potential acquirers. Revenue scale also matters, with larger MSPs typically commanding higher multiples than those under $2 million in annual revenue.

Should MSPs handle M&A transactions on their own or hire outside help?

Matt Takhar strongly recommends engaging outside expertise, even for experienced business leaders. Due diligence extends far beyond financial audits to legal, operational, and cultural assessments that require specialized knowledge. Third-party advisors can identify risks and considerations that first-time acquirers wouldn't anticipate, potentially saving significant time, money, and stress. Additionally, joining peer groups provides access to shared knowledge, deal flow, and candid advice from MSP owners who've navigated similar transactions.


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