Ken Roulston is an M&A consultant who has bought 11 MSPs and exited twice. In 2023, he sold his UK-based business, which had £17m in revenue, 120 staff, 250 customers, and around £2m in EBITDA [Earnings Before Interest, Tax, Depreciation and Amortisation].
Ken is taking over this article now, as he shares 10 insights on everything from the current state of the market to the minimum EBITDA figure that buyers want to see.
MSPs are still attractive to investors
Private equity investors love a recurring revenue model, and that’s exactly what the vast majority of MSPs have. Additionally, they have long-term arrangements with customers, as switching providers is becoming increasingly complex. That makes customers quite sticky, as long as the MSP provides a good service.
M&A is a fast track to growth for MSPs
That stickiness of customers means that organic growth is difficult. Acquiring a business with its existing customers is a much faster way to scale, provided the price is right and the integration is successful.
The pattern we see is that private equity funds finance large companies that acquire mid-sized businesses, which in turn buy smaller businesses.
You need the right sort of revenue to be attractive
The type of revenue coming into the business is important. An IT services business needs at least 70% of its revenue to be recurring to be viewed as an MSP and therefore be attractive to investors. And more than 50% of its turnover should be from labour-based recurring revenue as opposed to product-based income.
The market is cooling down
There’s still a lot of M&A activity, but the data I’ve seen shows that the market is slower than it has been. Wider economic factors—such as the rise in interest rates—have taken some of the heat out of the marketplace. However, one of the primary reasons is that significant consolidation has already occurred, particularly in the mid-market. Many of the bigger players have grown by acquiring medium-sized businesses, creating a shortage of possible acquisitions in that space.
Scale is key to being acquired
There are lots of small players and start-ups launching all the time. But for the big companies, the deal cost to acquire small MSPs is becoming prohibitive. Those small acquisitions just don’t move the needle sufficiently.
The battleground right now is for the big players trying to find MSPs that have enough scale and maturity to justify the time, effort, and money that goes into acquiring them.
There are more buyers than sellers
There are quite a few small MSPs that have been run for 20 years or more, and the owners now want to retire. But the problem is that the scale isn’t there to attract the bigger players.
For the larger business, more MSPs are interested in growing through acquisition than in selling. At the moment, there is definitely a shortage of good-quality, reasonable-scale MSPs.
MSP owners often overvalue their businesses
The valuation that owners of smaller SMEs put on their business is frequently disproportionate to the real value of their company. They’re looking at it based on the amount of time, effort, and sweat they have put into their business over the decades. However, that doesn’t necessarily reflect the value to someone acquiring them.
Valuations are rarely based on recurring revenue
There’s a lot of misunderstanding about how an MSP is valued. Many owners still think it’s based on a multiple of their recurring revenue. That leads them to imagine the business is worth a lot more than the market is willing to pay.
The vast majority of MSP transactions are conducted using EBITDA as the baseline, which is essentially a modified version of profit, with a multiple attached to that figure.
£250k EBITDA is table stakes
Businesses looking to acquire are generally looking for an MSP with £250,000 or more of EBITDA. Above that figure, there is a more normalized approach to assessing the business, and you can be reasonably clear about likely returns.
There are still opportunities below that level, but it becomes more difficult. Valuations are more likely to be based on an asset purchase that considers revenue from existing contracts, rather than the business’s profitability.
Good preparation will boost your valuation and takes a year
Big or small, if you want to exit, you need to get your business prepared for the due diligence involved in any merger or acquisition. It can be very intensive, and if your business isn’t robust in its systems, processes, contracts, structures, and strategy, then the chances of a successful outcome and achieving your valuation expectation will be significantly reduced. The buyer may change the amount they’re going to pay or the deal structure if the business hasn’t been run with good governance. Neither of which is good news.
Unless you’ve already done the work, getting properly prepared takes most MSPs around 12 months.
Ken Roulston is an independent consultant, served as an adviser for Kaseya’s M&A Concierge programme, and frequently speaks at industry events, including CloudFest. He is the co-creator of the video learning course: MSP M&A
