---
title: Do You Need Customer Contracts to Sell Your MSP?
description: Do you need customer contracts to sell your MSP? Devin Rose of The Host Broker on why contracts barely move the price but reshape the payment terms, and more.
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---

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 12 min read

# Do You Need Customer Contracts to Sell Your MSP?

[![Picture of Gary Boyle](https://beringmckinley.com/hs-fs/hubfs/gb-profile-2025.jpg?width=30&height=30&name=gb-profile-2025.jpg) Gary Boyle](https://beringmckinley.com/blog/author/gary-boyle) : Published November 5, 2026

[From the Trenches](https://beringmckinley.com/blog/tag/from-the-trenches)

![Josh Peterson of Bering McKinley and Devin Rose of The Host Broker discussing whether you need customer contracts to sell your MSP on the BMK Vision Podcast.](https://beringmckinley.com/hs-fs/hubfs/%23133%20-%20Selling%20Your%20MSP%20-%20Contracts%20Change%20Terms%2c%20Not%20Price%20_%20FROM%20THE%20TRENCHES.png?width=1280&height=720&name=%23133%20-%20Selling%20Your%20MSP%20-%20Contracts%20Change%20Terms%2c%20Not%20Price%20_%20FROM%20THE%20TRENCHES.png)

Josh Peterson brought a real client into this conversation: two owners, a very profitable business, seventy clients, and maybe twenty signed agreements, most of them well over ten years old. They are thinking about selling, and the question Josh carried to Devin Rose of The Host Broker was the one every owner in that position asks. What is the thin paper going to cost us? The honest answer is the center of this episode, and it is not the answer most owners expect. Customer contracts barely move an MSP's valuation. They move the payment terms, and the terms decide how much of the headline number you actually receive and when. That distinction sits underneath everything else a seller worries about: what [a business valuation](https://beringmckinley.com/blog/business-valuation) really measures, how [long a seller stays after the close](https://beringmckinley.com/blog/how-long-should-you-stay-after-selling-your-msp), and whether [a renewal date actually buys you anything](https://beringmckinley.com/blog/msp-term-contracts-and-client-retention-what-a-renewal-date-actually-buys-you) while you still own the business.

This is a leadership problem before it is a transaction problem. An owner who understands that price and terms are two different negotiations will prepare differently, two or three years out, than one who is chasing a multiple a colleague claimed at a conference. The execution discipline is unglamorous: get agreements signed, keep the financials exportable, assemble the deal team before the purchase agreement arrives. The positioning question is whether your MSP looks like the standard business a buyer has valued a dozen times, or like something they have to discount for uncertainty. The financial leverage is in the structure of the deal, not the headline. And the long-term strategy includes a part most owners skip entirely: what the business was giving you beyond money, and what replaces it the day the wire lands.

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---

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---

## The Nine Times Problem: Where an MSP Valuation Really Comes From

Josh opened with a confession. When he hears an MSP owner say they will get twenty times monthly recurring revenue, or a quarter turn on product revenue, he gets a little weirded out. Those numbers sound like rules, but they are descriptive, not prescriptive: something that may have been true of a deal once, repeated until it sounds like a formula. Devin confirmed the instinct. Adjusted EBITDA is the multiple that matters. The Host Broker does look at a revenue multiple, which for most of the MSPs it works with lands around one to one and a half times, but only as a gut check, never to firm up the number. Recurring revenue below sixty or seventy percent of the total takes a notch off what an owner can expect, and some sophisticated buyers run spreadsheets with a dozen other factors, but none of that replaces the core measure. Seller's discretionary earnings, which strips out all owner salaries and adds nothing back, shows up mainly in one-person shops or with buyers arriving from other industries; adjusted EBITDA adds a market replacement cost back in, because the investor is going to hire someone to run the business.

What actually sets the number is comparables. Devin keeps a scatter plot of every deal the firm has closed in the last few years, revenue on one axis and EBITDA on the other, with a line of best fit, and that line is where an MSP lands before adjustments for geography, customer concentration and niche. The problem for a private seller is that no such data set is open to them, which is why the stereotypical conversation happens so often. An owner reports that a colleague at an industry event got nine times. Nine times adjusted EBITDA is possible for a large, best-of-breed MSP. For a standard MSP with normal margins it is, in Devin's words, way above the expectation, and his guess is that a certain amount of overstating happens at those events. The leadership implication is uncomfortable but useful: the misinformation in this market sits mostly on the seller side, because mature buyers have made offers before and sellers usually have not.

- Multiples of MRR or product revenue are observations about other people's deals, not a method. Adjusted EBITDA against real comparables is the method.
- If you want a number before you go to market, ask a broker to put you on their scatter plot, then ask what geography, concentration and niche do to it.
- The nine times story is a test of your own discipline. The data points that actually closed are the only numbers worth arguing from.

## Do You Need Customer Contracts to Sell Your MSP?

Josh's client has seventy clients and about twenty contracts, and their defense is the one Devin hears constantly: we do a good job, clients stay because they like us, and we do not want to hold anyone against their will. Buyers who run MSPs themselves tend to accept that logic, because they live it. Lenders do not. A bank or an SBA lender looks at the business from an accounting perspective and wants to see contracted revenue, and that is where the absence of paper stops being a cultural choice and starts being a financing problem. Devin's conclusion is precise: contracts affect the valuation a little, maybe, but they affect the payment terms in a big way. Without them the offers come back with less cash at close, more tied to contingencies, more in earnouts, more in seller financing. The terms skew toward the buyer because the buyer is mitigating a risk the seller chose not to document.

So the answer to the question is no, you do not strictly need customer contracts to sell your MSP, and yes, you need them if you want to be paid the way you imagine being paid. The difference between those two sentences is the gap between price and terms, and it is the gap most owners discover at the LOI rather than two years earlier when it was cheap to fix. Devin's advice for anyone planning to sell in two or three years is to start getting agreements signed now. The owners he has talked to who dreaded the conversation found it less painful than expected, usually because they offered the client something real in exchange: vendors raise prices every year, so a three-year term locks in pricing, or sets a predictable annual increase, and the client gets cost certainty for a signature.

- Contracts are a terms lever, not a price lever. Model the cash-at-close difference, not just the multiple, when deciding whether to push for signatures.
- The buyer may forgive thin paper. The buyer's lender will not, and most sub-$5M deals touch a lender somewhere.
- Trade something for the signature. Locked pricing or a defined annual increase turns a renewal conversation into a value conversation.

## Ninety Days Is the Number, and Due Diligence Is the Reason

Josh told Devin he was not allowed to say it depends, and Devin had the data anyway. For deals that close, the average from signed LOI to closing is about three months. With an SBA buyer it stretches to 120 or 180 days. Sixty days happens, but rarely, and the average is a little flattering because it only counts deals that made it through. Ninety days is also the diligence window most buyers write into the LOI, so ninety to 120 days is the honest expectation. The front end is faster than most owners assume: from the day a seller says go to the day the business is on the market is usually about two weeks, because what The Host Broker needs is a QuickBooks export and a detailed onboarding form, and AI now compresses the document build that used to follow.

What eats the middle is due diligence, and Josh's warning to his client was fair. It is always a big lift. The buyer puts up a list covering operations, legal, technology, employees and clients, and then the goalposts move: the SBA lender arrives with its own list, the lender's third-party valuation adds another, the requests overlap without quite matching, and because the SBA requires documents no older than two months at closing, the seller provides the same materials again and again. Devin's fix is procedural rather than heroic. Get the buyer to canvass their whole team and advisors and put every request on the table at the start, so the carousel runs once. Seasonality matters less than owners fear. The week before American Thanksgiving through New Year is slow, the fourth quarter of a presidential election year is slow, and summer vacations stretch timelines, but none of that is a reason to wait. It just adds a month.

- Plan on ninety days from LOI to close, and on 180 if the buyer is borrowing from the SBA. Build your own calendar around the longer number.
- The seller who is also the business cannot absorb diligence on top of a full-time job. Prepare the data room before the LOI, not after.
- Ask the buyer for the complete request list up front, including the lender's and the appraiser's. Moving goalposts are the main source of deal fatigue.

## The Market Is About to Get More Sellers, and a New Kind of Buyer

Devin has been waiting since COVID to see higher interest rates slow the MSP market, and they have not. The market has favored sellers for years and multiples have held steady. What he now hears are murmurs that valuations may come down, for two reasons. The first is demographic: baby boomers reaching retirement will put more businesses on the market, and more supply lowers the price. People have expected that wave for a while and it has not fully arrived, but confidence that it will has grown. The second is AI, and the uncertainty cuts both ways. If language models absorb tier one work, clients will expect the savings passed through, which pressures revenue. And an MSP that has not adopted AI in its own operations or its client offering may simply be less attractive on the market. Devin's speculation is a drop of half a multiple to a full multiple over a few years, not a collapse, with the AI-mature MSPs holding their value and a second tier softening.

Josh asked whether an MSP with a strong client-facing AI practice already earns a better multiple, and the answer is not yet, with two signals worth watching. In regulated markets, an offering that keeps a healthcare client's records out of a public chatbot is already compelling, so compliance-driven AI services are where the premium will show up first. The second signal is stranger. The Host Broker is now dealing with buyers that are not MSPs at all: AI startups that built tools for MSPs and have decided it is better to buy MSPs and roll the tools out than to sell them one at a time. None has closed yet, and Devin's read is that sellers hesitate because they cannot picture the experience their clients and employees will have under an owner that leads with the technology. That hesitation is the emotional side of the sale showing up inside the buyer selection, and it is where the next section begins.

- Sell into the market you have, not the one you were promised. Boomer supply and AI uncertainty both argue against waiting for a better multiple.
- Compliance-heavy niches are where an AI offering turns into valuation first. If you serve one, build the data governance story now.
- A new buyer profile means more offers and more diligence on the buyer. An AI startup's capital is real; its operating track record with your clients is not.

## Excited for Fifteen Minutes: The Part of the Sale Nobody Models

Josh described a pattern he has watched for years. A friend or former client sells, they shake hands on the last day, and then he does not hear from them for a year or two. When they resurface, often at 45 or 50, they want back into the industry from a different seat, and the story is nearly always the same. The day the business sold, three million dollars hit the bank, and they were excited for about fifteen minutes. Then the reality hit: there is no more money coming in. No revenue stream. Over time they got scared, and now they want to earn a hundred and something dollars an hour so they never have to draw down the sale price. Devin's version is the buyer who told him he still plays golf at the country club every weekend, where many of his clients came from, and does not want to run into them after service has dropped off under a new owner. After thirty years, your social circle is your employees and your clients, and selling to the wrong buyer means losing it.

Devin's firm tries to raise this at the first meeting, not the last, because the question that matters is what it will feel like a week before closing. The business provides a social circle, something to do every day, the feeling of being valued, a kind of power, and meaning. Playing golf and seeing the grandkids is the stereotypical answer and it is not enough for most owners; they need a detailed plan for what replaces what they are giving up, and they need to have talked to their family and a retirement professional before signing. The practical side of the same preparation is the deal team. Engage an M&A attorney, ideally one who does technology deals, because a general attorney tends to inject their own perspective into a purchase agreement that should simply formalize the LOI, and that is where deals fall apart. Most sellers bring the attorney in at the purchase agreement stage, after the LOI, which is defensible because an LOI binds only termination and exclusivity. Bring the CPA in at the LOI, because a three million dollar valuation can net two and a half or two depending on structure, and asset sales tax the seller more while share sales tax the buyer more. Budget roughly five to ten thousand dollars in legal fees plus the CPA, since the buyer drafts the agreement and the seller's lawyer reviews and redlines.

- Model your post-sale income, not just your post-sale balance. The number that scares former owners is the monthly one, not the lump sum.
- Buyer fit is an emotional decision with a financial consequence. Decide what you need to be true for your clients and staff before the offers arrive.
- Attorney at the purchase agreement, CPA at the LOI, and ask every offer to be restated as what it nets you after tax and structure.

## Frequently Asked Questions

### Do customer contracts increase the valuation of an MSP?

Only a little, according to Devin Rose of The Host Broker. Contracts have a much larger effect on payment terms. Without them, offers carry less cash at close and more in earnouts, contingencies and seller financing, because the buyer and especially the buyer's lender are pricing the risk of uncontracted revenue.

### What multiple do MSPs sell for?

Adjusted EBITDA is the multiple that matters, set against comparable closed deals and adjusted for geography, customer concentration and niche. The Host Broker also uses a revenue multiple, typically one to one and a half times for the MSPs it works with, but only as a gut check. Nine times adjusted EBITDA is possible for large, best-of-breed MSPs and far above the expectation for a standard one.

### What is the difference between SDE and adjusted EBITDA?

Seller's discretionary earnings removes all owner salaries and leaves it there, which answers how much a buyer could make running the business as a job. Adjusted EBITDA removes the salaries and adds back a market replacement cost, which answers what an investor could earn after hiring a team to run it. SDE is rare in MSP deals outside very small shops.

### How long does it take to sell an MSP after signing an LOI?

About ninety days on average for deals that close, stretching to 120 to 180 days when the buyer uses an SBA loan. Getting a business to market in the first place usually takes around two weeks once the seller provides financials and completes onboarding.

### When should I hire an attorney and a CPA to sell my MSP?

Most sellers engage an M&A attorney, ideally one experienced in technology deals, at the purchase agreement stage, since an LOI is non-binding apart from termination and exclusivity terms. Bring the CPA in at the LOI to model what the deal nets after tax, including whether it is an asset sale or a share sale. Typical seller legal fees run about $5,000 to $10,000 plus the CPA.

### Are MSP valuations expected to fall?

Multiples have held steady for several years, but Devin Rose reports growing expectations of a decline of roughly half a multiple to a full multiple over the next few years, driven by baby boomers bringing more businesses to market and by uncertainty about how AI will affect MSP revenue and attractiveness.

## Episode Highlights

- **00:45** - Multiples of MRR and product revenue are descriptive, not prescriptive, and adjusted EBITDA is the number that actually sets a price.
- **02:57** - SDE answers what the business pays an owner-operator; adjusted EBITDA answers what it pays an investor who hires a team.
- **04:25** - A profitable MSP with seventy clients and twenty old contracts is the test case for what thin paper costs a seller.
- **06:10** - Contracts barely move the valuation but skew the payment terms toward the buyer, which is where the real money moves.
- **07:54** - Due diligence is always a big lift, and the seller who is also the business has to prepare for it before the LOI.
- **09:10** - Moving goalposts, especially with an SBA lender, are the main source of deal fatigue; get every request on the table at the start.
- **10:24** - Below $5M, a valuation is directional guidance, and the deal still closes on what one side will take and the other will pay.
- **11:43** - The nine times story travels through industry events, and the misinformation in this market sits mostly with sellers.
- **13:54** - A scatter plot of closed deals with a line of best fit is the honest starting point for what an MSP is worth.
- **14:23** - Geography, customer concentration and niche adjust the comps up or down before any offer is made.
- **15:21** - LOI to close averages ninety days and stretches to 180 with the SBA, and the average flatters because it only counts closed deals.
- **17:02** - Two weeks from engagement to market, because financials and an onboarding form are the whole package.
- **18:31** - Holiday and election-year slowdowns add a month; they are not a reason to wait.
- **19:44** - Boomer supply and AI uncertainty are the two reasons valuations may slip half a turn to a full turn.
- **22:34** - A client-facing AI practice does not earn a premium yet, except where compliance makes it immediately valuable.
- **24:01** - AI startups are now trying to buy MSPs instead of selling to them, and sellers hesitate over what their clients will experience.
- **25:19** - Sellers want their clients and employees protected, and that emotion shapes buyer selection more than most advisers expect.
- **27:59** - Three million dollars hits the bank, the excitement lasts fifteen minutes, and the absence of revenue is what former owners remember.
- **30:11** - The deal team is an M&A attorney and a CPA, and skipping the attorney on a small deal is a false economy.
- **32:09** - Most sellers engage the attorney at the purchase agreement, which works because an LOI binds only termination and exclusivity.
- **33:35** - The CPA belongs at the LOI, because asset sale versus share sale can change what a $3M valuation nets by hundreds of thousands.
- **34:46** - Sellers typically spend $5,000 to $10,000 on legal fees, because the buyer drafts and the seller redlines.
- **36:01** - A broker works for the deal, not for one side, and adds the most value by finding the right buyer and keeping diligence from stalling.
- **37:54** - Where to reach Devin Rose and The Host Broker.

## About the Guest: Devin Rose

Devin Rose is an Associate at The Host Broker, also known as The MSP Broker, a business brokerage for MSPs, web hosting companies and IT services businesses based in North Vancouver, British Columbia. Since 2005 the firm has helped facilitate hundreds of acquisitions, regularly listing companies from about $100K to $10M in annual revenue. Devin joined The Host Broker in 2022 and has worked alongside its founder, Hartland Ross, since joining eBridge Marketing Solutions in 2014, where he spent years marketing for IT service providers before moving into M&A. He now works with MSP sellers and buyers from first conversation through closing.

[Connect with Devin on LinkedIn →](https://www.linkedin.com/in/mrdevinrose/)

## About the Host: Josh Peterson

Josh Peterson is the CEO of Bering McKinley and host of The BMK Vision Podcast. Since 2004, Josh has worked with hundreds of MSP owners to build operationally sound, profitable businesses through consulting, peer teams, and direct coaching.

[Connect with Josh Peterson on LinkedIn →](https://www.linkedin.com/in/joshdpeterson/)

## Related Resources from Bering McKinley

- [Selling your MSP the smart way: maximizing value in the exit phase](https://beringmckinley.com/blog/selling-your-msp-the-smart-way-maximize-value-in-the-exit-phase)
- [MSP owner pay: why you should take profit instead of a salary](https://beringmckinley.com/blog/msp-owner-pay-why-you-should-take-profit-instead-of-a-salary)

## Want to Continue the Conversation?

Getting an MSP ready to sell is the same work as running it well: clean financials, signed agreements, a leadership team that does not depend on you, and a plan for what comes next. That is what the Vision Operating System is built to produce, whether or not an exit is on the calendar.

[Apply to be a Guest](https://beringmckinley.com/blog#speaker-form) [Learn More About Vision](https://beringmckinley.com/vision)

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