MSP M&A: What Drives Valuation and What Kills Deals

In this panel discussion, M&A leaders from three acquirers gave MSP owners a candid, buyer-side view of what makes a business valuable and sellable. Leading the conversation was Sydney of Evergreen, who oversees all of the firm’s global MSP M&A. She described Evergreen as a decentralized holding company that buys and holds for the long term—never selling its businesses and operating them independently rather than pursuing a rollup. Evergreen has with roughly 130 MSPs across the UK, Ireland, the US, Canada, and Australia/New Zealand. Alongside Everett of Shield Technology Partners and Dave Williams of Courser, and moderator Corey at IT Valuations, she walked through the fundamentals that determine value: why deals fall apart, how buyers actually think about EBITDA and add-backs, owner transitions, earnouts, and customer concentration.

Sydney’s throughline was that clean fundamentals matter far more than headline revenue or a polished story. She noted that deals often die when the financials don’t match what was represented before the LOI, so owners should have clean books with revenue broken out by managed services versus product, since “one revenue line is really unhelpful.” On EBITDA, she cautioned that a sudden jump to 40% margins is a red flag that invites a lower offer, while genuine room for margin expansion is what buyers pay up for; the smart move is to strip out truly non-operational costs before selling so they become clear add-backs. She was equally direct on customer concentration, Evergreen won’t look at businesses where one customer exceeds 30% of revenue, and framed Evergreen’s modest earnouts (typically 5–10% tied to EBITDA growth, paired with a shared “value creation playbook”) as alignment rather than a way to claw back price. Her closing advice: diligence runs both ways, so ask buyers hard questions, and do your own personal and family financial planning early so you truly know your number before going to market.

Listen to the full webinar below.

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