Private Equity 101 for MSPs: New Platforms vs. Add-Ons
Over the past 18 months Abe Garver (FOCUS’ MSP Team Leader) has catapulted eight (8) MSPs into “New Platforms” for private equity groups (PEGs). Six (6) of the 8 run on ConnectWise’s RMM/PSA and two (2) of the 8 run on Datto’s Autotask RMM/PSA software
New Platform investments are the life blood of private equity, as they are viewed as the starting point for more acquisitions in the future. Conversely a strategic “Add-On” is designed to complement an existing platform business.
For New Platforms, PEGs have historically viewed each transaction as stand-alone. There are no synergies to consider, there is only a transaction with an investment rationale on how to grow the business and generate a targeted return. That rationale is the driver behind the deal, and it defines how the PEG will create value through things like capital infusions, operating partners and even future add-on acquisitions.
However, because of the limited supply of New Platform MSP assets (e.g. in the $2.5MM-$5.0MM EBITDA range), PEGs that want a New Platform are turning to M&A advisors like FOCUS’ MSP Team to find Merger of Equal targets to combine.
Combinations like Domain Computer Services and Tier One are especially appealing to PEGs when there is a:
1. Cultural 'fit'
2. Geographic 'fit'
3. Strategic 'fit' (e.g. cross-selling opportunities)
4. Financial 'fit' (e.g. pro-forma EBITDA of $2.5MM to $5.0MM)
5. Low integration risk (e.g. similar 'tech' stacks)
6. Leadership gap being filled
7. Inactive shareholder being taken out, and
8. Reduction of customer concentration
Interestingly Mr. Garver states that 4 of the 7 MSPs he advised in 2020 would not have been offered a New Platform investment had it not been for their use of M&A with IT Nation peers.
In Mr. Garver's opinion the trend is gaining momentum as 88% (7 of 8) MSPs he is advising on New Platform transactions in 2021 are also employing M&A with peers to increase their MSP’s marketability and valuation.
For Add-On acquisitions, PEGs frequently lean more on the expertise of its relevant portfolio company's management to determine the fit, synergies and strategic benefits of a transaction.
However Mr. Garver cautions that, ”On the buy side private equity groups show up for important first calls with their portfolio companies. This is especially important when offers involve rolling equity.”
For New Platforms without a strong track record of M&A, it is a disaster when PEGs won’t provide adequate support which I also experienced last year advising a New Platform on the buy side.
I advised Network Support Co. in its sale to Logically which is PE-backed by Riverside. Riverside did an incredibly efficient job of supporting Logically assess fit, synergies and strategic benefits of the transaction.
When talking to a PEG, try to understand what their investment case is. Why are they interested in your MSP? Are they planning to consolidate it with a Platform? What is their plan for helping the MSP grow?
For New Platforms, key questions PEGs focus on include:
1. How attractive is our industry from a total addressable market and compound average growth perspective (link)?
2. Does the target MSP have multiple avenues of growth?
3. How can we, as a financial sponsor, add value?
4. What is the path to generating an acceptable risk-adjusted return?
Mike McInerney, Director at Prospect Partners adds:
5. How many new customers / how much new business has the company added over time? In other words, what’s the pace of growth?
6. How does customer retention look?
7. Normalized cost structure – additions/subtractions to the existing P&L?
8. For add-ons, how do we integrate the businesses?
On the other hand, PEGs buying a MSP as an Add-On are much more focused on the strategic and financial benefits of adding an acquisition to an existing portfolio company. The strategic side is more clearly defined because the add-on is serving a more specific purpose (e.g. geographic expansion, new products, complementary customer base, economies of scale, etc.). Thus, the Add-On can be narrower in focus and growth potential.
For Add-On acquisitions, PEGs ask questions such as:
1. How does this acquisition support the platform company?
2. Does this make the two businesses more valuable together than separate and what are the tangible synergies?
3. How will this increase the overall return to investors and is this an acceptable return on capital?
MSP owners need to be aware of these differences in perspectives because they have a significant impact on how PEGs will view your business and what they are willing to pay. If you're an Add-on, you probably offer the PEG some synergies. If you are a New Platform, you probably need to prove your growth story more.
Where can you start?
1. Join a Peer Group (IT Nation Evolve Peer Groups by ConnectWise)
2. Email FOCUS’ MSP Team Leader, Abe Garver, or one of his references about their experience.
Abe Garver
Managing Director & MSP Team Leader
8065 Leesburg Pike, Suite 750
Vienna, VA 22182
Cell 646.620.6317 | Connect on LinkedIn
[email protected] | www.focusbankers.com/msp
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