MSP acquisition offer

Evaluate an offer to buy your MSP beyond the headline number

A credible offer comparison converts every proposal into cash at close, contingent value, retained risk, equity rolled forward, debt and working-capital adjustments, and owner obligations. It also tests the buyer's definition of normalized earnings before relying on an implied multiple.

What the decision depends on

FactorWhat to check

Certain value

Separate cash at close from escrow, holdback, seller notes, and other delayed amounts.

Contingent value

State earnout measures, control, measurement period, caps, and what can make payment disappear.

Rollover and liabilities

Record rollover equity, debt treatment, working-capital target, and dilution questions.

Owner obligations

Price transition time, employment, noncompete, retention, and indemnity exposure separately.

Worked example

Comparison row: headline value | cash at close | earnout | rollover | debt | working capital | transition term | normalized earnings definition | implied multiple | unresolved legal and tax questions.

When to bring in a specialist

Bring in legal and tax advisers before signing a letter of intent or choosing the final deal structure.

Questions owners ask

How do I compare an earnout offer with an all-cash offer?

Separate cash at close, delayed but fixed payments, contingent payments, rollover equity, and retained liabilities. Then compare what you control and what could prevent payment.

Which offer definitions should be reconciled first?

Reconcile normalized earnings, debt, cash, working capital, transaction expenses, earnout measures, rollover terms, and the owner's required transition work.

When should legal and tax advisers review the offer?

Bring them in before signing a letter of intent when structure, rollover equity, taxes, restrictive covenants, indemnities, or contingent payments could change the economics.

Get a second opinion on this decision

Send your website and the decision you are weighing. We will confirm the price, then send the payment link and a short intake.

Start the $1,500 valuation