MSP acquisition - all equity injection, no debt, seller earnout

searcher profile

June 24, 2025

by a searcher from University of Florida in Houston, TX, USA

Greetings! I am in the early stages of financial due diligence to acquire a small MSP that services Constituent Relationship Management systems. I've discovered a few factors that significantly affect the commercial terms of the deal. A) EBITDA is looking more like $100K-$150K (down significantly from $600K) B) The MSP itself is not mature - meaning there is no IP, no product/goods, and only less than 1/3 of the contracts would be considered recurring, the rest are repeat customers (no customer concentration) The profitability was masked by one time big ticket IT projects which have no possibility of renewing or pipeline for future projects. l would still like to acquire as part of a platform play. Two questions that I am grappling with: 1) How would I value a $100K-$150K EBITDA MSP? Anything more than a 3x multiple or even having a multiple seems like overvaluation. The book of clients brings in about $1M in revenue a year - there are just a lot of fixed costs. 2) The silver lining is this puts it in the realm of acquisition with all equity, no debt. I could in theory use a seller earn-out to reach a reasonable price. But my hesitation there would be, I would be re-building and turning around the business, so why should I pay more for that? Curious for any thoughts and thank you in advance!
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commentor profile
Reply by a lender
from Eastern Illinois University in 900 E Diehl Rd, Naperville, IL 60563, USA
The real question is whether you are looking at $100,000 to $150,000 of adjusted EBITDA or if that is before a buyer salary. If the business is generating that EBITDA without factoring in a buyer salary, there really is not any value to the business in my opinion. You would be buying yourself a job that you will struggle to earn much on.
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Reply by a professional-accounting
from Wagner College in Orlando, FL, USA
One other way to look at the deal is from a strategic perspective. If you can model the synergies / costs savings that will be realized post close and model those as an rate of return that would get a bit more comfortable with your deal multiple whether it be revenue or SDE/EBITDA multuple
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