Based on hundreds of real MSP buyer-seller conversations we’ve helped happen on Rejigg. These are the diligence topics that actually move price and terms: agreement assignability, seat true-ups, service desk unit economics, and your real security posture.
Each topic below comes from real buyer-seller conversations. Here's what they ask, what they're really evaluating, and how to prepare.
Agreements
Buyers are trying to confirm your recurring revenue is contract-backed and transferable, not just “the client pays every month.” They will look for assignment and change-of-control language that forces re-signing, plus scope promises like after-hours and onsite time that quietly inflate labor costs.
How to prepare
Great Answer
Here’s our agreement inventory for every managed client with term, renewal, notice, pricing unit, and what’s included. About 80% are on our current MSA and scope template, and we’ve flagged the handful of legacy one-offs. Two larger clients require consent for assignment, and we know the decision-makers and timing to get that done.
Okay
We use standard agreements for most clients, and we can pull key terms for the top accounts. A few older clients are month-to-month or on older paper.
Gives Pause
It’s relationship-based. We don’t really worry about what the agreements say because nobody enforces them.
How Rejigg helps: Rejigg’s secure data room lets you share your contract list and signed MSAs under NDA, with clean access control and no email attachments. Learn more in the guide
Seat Reconciliation
Seat-based MSPs often lose margin when user counts, endpoints, or license bundles drift away from what is billed. Buyers will sample a few large clients by comparing invoices to M365 (Microsoft 365) tenant counts, RMM (Remote Monitoring and Management) device counts, and PSA (Professional Services Automation) agreement quantities to see whether your monthly recurring revenue holds up.
How to prepare
Great Answer
We reconcile monthly. Billing starts from our PSA agreement quantities, then we validate against M365 tenant counts and RMM device counts. Variances get reviewed by our service manager and reflected on the next invoice. Here are the last three months of true-up logs, including two clients where we added seats after headcount growth.
Okay
We do true-ups quarterly, and we can show you the workflow. A couple accounts need cleanup, but we know which ones.
Gives Pause
We bill what we think is right. If a client adds users, we usually catch it eventually.
How Rejigg helps: Rejigg’s data room is an easy place to share your true-up policy and the supporting exports so buyers can trace where MRR comes from. Learn more in the guide
Service Economics
Buyers want to know whether your managed services margin survives the reactive workload they inherit. Ticket volume per user and per client highlights underpriced unlimited-support agreements and shows whether profit comes from solid scoping or a senior engineer constantly bailing accounts out.
How to prepare
Great Answer
We track tickets per user by client and review outliers in a monthly service meeting. Here are the top 10 ticket-generating clients versus their monthly fees, plus what we changed on the noisiest two accounts. We raise rates at renewal when Microsoft or security costs move, and we can show one real repricing thread and the updated scope.
Okay
We have ticket data in the PSA, and we know which clients are noisy. We have not tied it to pricing for every client yet.
Gives Pause
Tickets don’t really matter. We just support clients and the margin is what it is.
How Rejigg helps: Rejigg helps you share PSA exports in one place so buyers can underwrite cost-to-serve without a long email chain. Learn more in the guide
Security & Access
Buyers inherit your risk on day one, including any sloppy access practices inside client tenants. They want a believable incident history and clear access governance, including how you avoid shared admin accounts, orphaned credentials, and undocumented permissions that can create operational and reputational damage.
How to prepare
Great Answer
We had one ransomware incident in a client environment two years ago. Here’s the timeline, the containment steps, and what we put in place afterward, including MFA enforcement and a documented exception process. Admin access is managed in our credential vault with role-based access, and offboarding follows a checklist completed within 24 hours.
Okay
We haven’t had major incidents, and we use a password manager with MFA standards. We can walk you through how admin access is managed.
Gives Pause
Security is handled by our lead tech. We’ve never had a problem, and we don’t keep formal records.
How Rejigg helps: Rejigg’s NDA gating and permission controls let you share sensitive security documentation only with vetted buyers, and only when you are ready. Learn more in the guide
Owner Dependence
In MSPs, retention often gets tested during outages, billing disputes, and security scares. Buyers want to see that the relationship and escalation path live in roles and process, not in the owner’s phone and inbox, because that risk shows up right after close.
How to prepare
Great Answer
For our top 15 clients, our vCIO runs QBRs and the roadmap, and our service manager owns day-to-day satisfaction. I only get pulled into escalations for three accounts. We introduced the new QBR owner on those three and have a 90-day transition plan with scheduled client touchpoints.
Okay
I’m still involved with a few key relationships, but our service manager handles most escalations and QBRs.
Gives Pause
Clients mostly want to talk to me. That’s how we’ve always done it.
How Rejigg helps: Rejigg’s direct messaging and scheduling make it easier to run buyer calls around a concrete transition plan, including which roles stay client-facing and for how long. Learn more in the guide
Tool Stack
Your stack affects onboarding speed, service quality, and margin. Buyers will look for client-by-client exceptions, vendor minimums, and renewal timing that can create surprises when a client leaves or a vendor increases pricing, especially on security tools tied to endpoint counts.
How to prepare
Great Answer
Here’s our standard stack and coverage, and most endpoints are on it. Exceptions are limited to a few regulated clients, and we track which ones are client-paid versus absorbed. We also have a list of vendor seat minimums and renewal dates, plus a written policy for passing vendor increases through at renewal.
Okay
We have a core stack and a few client-specific tools. I can pull the vendor contracts and seat commitments.
Gives Pause
Every client is different, so we use whatever they want. I’m not sure what we are committed to.
How Rejigg helps: Rejigg’s data room keeps your stack summary and vendor contracts in one place so buyers are not chasing spreadsheets across email threads. Learn more in the guide
Projects & Resale
Buyers price predictable managed services profit differently than project spikes and pass-through resale. They want to see whether managed services carries the overhead on its own, and whether margins are being muddied by inconsistent labor allocation or tooling costs that get booked in random places.
How to prepare
Great Answer
We report in three lanes. Managed services covers core overhead, projects are incremental, and resale is mostly pass-through. Here’s the last 24 months by lane with consistent cost allocation for tools and labor. Most projects are repeatable migrations and refresh cycles, and we can show how we forecast and staff them without blowing up the service desk.
Okay
Managed services is the base, and projects fluctuate. We can break it out, but we haven’t tagged every project type consistently.
Gives Pause
Projects are whatever comes in. We don’t really separate them from the managed services story.
How Rejigg helps: Rejigg’s deal tracking lets you compare offers that treat project-heavy MSPs differently, including holdbacks or earnouts tied to post-close results. Learn more in the guide
Documentation
Documentation tells a buyer how hard the handoff will be after close. They want to see current diagrams, runbooks, and asset lists that a new service manager can follow, because missing documentation drives slower onboarding, more tickets, and higher churn risk in the first few months.
How to prepare
Great Answer
We can show a sanitized doc set for a larger and a smaller client: network diagram, asset list, standards, and exception notes. Docs get updated after every project and reviewed quarterly for top accounts, and we have a named owner for that. Our standard stack runbooks cover onboarding, patching, backup checks, and incident response.
Okay
We have documentation in our system and can show examples. Smaller clients are lighter, but key accounts are documented.
Gives Pause
We don’t really document because our techs know the environments.
How Rejigg helps: Rejigg’s secure data room lets you share documentation samples and runbooks in stages as buyers get serious, instead of dumping everything on day one. Learn more in the guide
Client Retention
Buyers want a retention story that matches how MSP churn usually happens. Leadership changes, pricing resets, security events, and tool consolidation can all trigger switches. Clear reasons, tracked over time, make the revenue feel more financeable than “clients like us” with no specifics.
How to prepare
Great Answer
Clients renew because QBRs are consistent, the roadmap is clear, and incidents are handled fast and calmly. Here are the last six cancellations with reasons, and none were repeat service failures. Renewals run through QBRs with documented scope and pricing updates tied to user counts and security requirements.
Okay
Most clients stay because we’re responsive and trusted. We can talk through a few cancellations, but we don’t track churn reasons formally.
Gives Pause
We haven’t lost clients. People just come and go.
How Rejigg helps: Rejigg connects you with vetted MSP buyers and keeps early conversations focused, so you spend time on real churn drivers and renewals instead of explaining the industry. Learn more in the guide
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Our 6-step owner's guide covers everything from deciding to sell through post-sale transition.
What is an MSP typically worth when you sell it?
Most MSPs are priced off seller earnings and how dependable the agreements are, not just top-line revenue. Buyers usually pay more when agreements are assignable, seat true-ups are routine, and ticket volume is tracked by client so margins are explainable. You can get a quick estimate with Rejigg’s free valuation calculator, which adjusts for owner add-backs and references real transaction multiples.
Can a buyer use an SBA loan to buy an MSP?
Yes, many MSP acquisitions can use an SBA 7(a) loan, especially when managed services revenue is supported by signed agreements and the buyer can show the business can run without the seller doing daily delivery. Lenders still dig into customer concentration, contract terms, and whether financials match what the PSA and invoices show. To model payments and down payment scenarios, use the SBA loan calculator.
Do I need a broker to sell my MSP?
No. Brokers typically charge 5–10% of the sale price for running a process you can run yourself with the right tooling and buyer access. Rejigg gives you pre-vetted buyers, digital NDAs, a built-in data room, and deal tracking to compare offers side-by-side. Sellers run a clean, confidential process without paying a percentage fee. Start with the preparation guide.
How long does it take to sell an MSP?
Most MSP sales land in the 3–9 month range from “ready to sell” to closing, depending on how clean your agreements are and how quickly you can answer diligence questions. Deals often slow down when seat counts do not reconcile, contract terms vary by client, or security access is hard to explain. Rejigg keeps NDAs, document sharing, and buyer Q&A in one place, which usually cuts the stop-and-start.
What documents do MSP buyers ask for first?
Buyers usually start with a client revenue schedule, your agreement list, and a few PSA exports that show tickets by client and basic service performance. They also want a tool stack summary and any vendor commitments like seat minimums that can hit margin. You do not need to share everything on day one. Rejigg’s data room lets you stage documents and control access after NDAs are signed.
How do buyers handle working capital in an MSP sale?
Working capital is the cash buffer needed to run the business day-to-day, like making payroll before client payments land. In MSPs, it often comes down to billing terms, license and hardware pass-through timing, and whether you front vendor costs for clients. Buyers may set a target working capital amount at closing so they are not funding a cash gap immediately. Rejigg’s offer comparison view helps you see each buyer’s working capital ask side-by-side.
What does an earnout look like for an MSP?
An earnout means part of the sale price is paid later if the business hits agreed targets after close. In MSPs, earnouts commonly tie to client retention through a renewal window or to maintaining a certain level of managed services profit. They show up when buyers feel uncertainty around renewals, service desk cost-to-serve, or owner-dependent relationships. Rejigg’s deal dashboard keeps earnout terms visible so you can compare the full deal, not just the headline number.
Should I do seller financing when selling my MSP?
Seller financing means you take part of the purchase price over time, like you are lending the buyer money. In MSP deals, it is common because it helps buyers fund the purchase and gives them more confidence in the transition. You are taking credit risk, so repayment terms, collateral, and default protections matter. If different buyers propose different cash versus seller note mixes, Rejigg’s offer comparison view helps you compare the real risk-adjusted value.
How do I think about customer concentration in an MSP?
Buyers look at which clients would hurt if they left, and they also look at profit concentration. A large client with high ticket volume, lots of after-hours work, or custom tooling can be a bigger risk than their revenue suggests. Expect questions about the top clients, the agreement terms, and who owns the relationship day to day. Keeping a simple client-by-client profile in your data room makes this easier and less stressful.
Do MSP buyers discount revenue that is resale or pass-through?
Usually, yes. Resale and pass-through can make revenue look bigger without adding much profit, and it can create cash timing risk if you pay vendors before the client pays you. Buyers still like resale when it supports a sticky managed services relationship. They just want it separated so they can see what the managed services engine earns. A clean lane-by-lane breakdown avoids value fights later.
What are common deal terms in an MSP sale besides price?
Beyond price, buyers focus on transition length, any holdback tied to retention, what happens if key staff leave, and what security statements you are making about past incidents and current controls. They will also negotiate which client agreements need consent or re-signing. Rejigg keeps these terms organized so you can compare full offers, including timeline and risk, in one view.
When should MSP client reference calls happen in a sale process?
Client reference calls usually happen late, after a buyer is serious and you have a client communication plan. MSP clients can get nervous if they hear “sale” too early, especially if they lean on a specific technician or the owner relationship. On Rejigg, buyers are pre-vetted and sign NDAs digitally, which helps you control timing and reduce unnecessary disruption.
What does a typical transition period look like after selling an MSP?
Many MSP deals use a 30–90 day structured handoff, then lighter support for a few more months if the buyer wants it. The right plan depends on who runs QBRs, escalations, and sales today, plus how owner-dependent the top accounts are. Buyers want continuity in the client-facing roles and clear rules for when the seller steps in. The transitioning guide helps you map the handoff by role and by client.
What tax considerations matter when selling an MSP?
Taxes depend on your entity and how the deal is structured. MSP sales often allocate value across customer relationships, equipment, and goodwill, and those pieces can be taxed differently. Buyers may push for a structure that helps them, even if it changes your after-tax proceeds. Model your net outcome early with your CPA so you are not negotiating blind. Rejigg helps you run the process, but tax advice needs to be specific to you.
How do non-competes usually work when selling an MSP?
Most buyers ask for a non-compete so you do not start or join a competing MSP for a set time in a defined area. The boundaries should match reality, including where your clients are and what services you actually provide. If the restriction is too broad, it often becomes a negotiation point. Rejigg’s negotiation guide covers how to pressure-test these terms in plain English.
What are the biggest reasons MSP deals fall apart in due diligence?
Most MSP deals break when buyers find agreement problems, margin surprises, or security and access issues they cannot get comfortable inheriting. Common examples are month-to-month clients presented as contracted, billed seats that do not match tenant or endpoint counts, ticket volume that makes key accounts unprofitable, and weak credential controls. Rejigg keeps diligence tighter by running everything through a single data room with clear access control under NDA.
Should I clean up every client agreement before listing my MSP?
Usually, no. Start with the agreements that drive the deal: your biggest accounts, your noisiest accounts, and any client that is month-to-month or vague on scope. Tightening a small number of high-impact agreements often changes buyer confidence quickly. The prepare-to-sell guide shows how to prioritize the cleanup without turning it into a months-long legal project.
How do I keep my MSP sale confidential from employees and clients?
Confidentiality comes down to controlling access and timing. Vet buyers before they can contact you, require NDAs before sharing anything sensitive, and share documents through a secure system instead of email. On Rejigg, buyers are pre-vetted and sign NDAs digitally, and then you control who sees client lists, contracts, and security documentation in the data room. That reduces leaks and keeps operations steady while you explore options.