Acquisition Strategy for a B2B Niche IT Managed Services Provider (MSP) Using SBA 7(a), Recurring Contract Stack, and Cybersecurity Upsell Model

B2B Niche IT Managed Services Provider

July 18, 20255 min read

This acquisition opportunity centers around a regional managed IT services provider specializing in delivering outsourced IT support, network infrastructure management, help desk services, cloud migrations, and cybersecurity solutions to small and mid-sized businesses (SMBs). The company has operated for over 15 years, maintaining a reputation for reliability, fast ticket resolution, and consultative project-based IT upgrades.

With $3.6 million in annual revenue and $812,000 in adjusted EBITDA, the business is built on a base of 3-year recurring service contracts, supplemented by higher-margin project work such as server replacements, VoIP rollouts, security audits, and cloud transitions. Approximately 80% of revenue is recurring monthly fees (RMR), with the remaining 20% from projects and one-time hardware procurement.

The business serves 120+ active clients in healthcare, legal, logistics, and financial services industries that require strict compliance and uptime. All service delivery is handled in-house, with certified technicians and network engineers using ticketing, RMM (remote monitoring and management), and PSA (professional services automation) tools.

The company is an ideal SBA 7(a) acquisition target due to its cash-flowing, contract-backed revenue, low churn, asset-light infrastructure, and strong team. Risk lies in post-close client retention, maintaining service SLAs, and expanding higher-ticket cybersecurity packages. Buyers must be prepared to manage technical staff and maintain NOC (network operations center) uptime while executing a cross-sell and account expansion strategy.


Proposed SBA 7(a) Deal Structure

Given the contract stability and margin profile, this deal is highly conducive to maximum leverage under SBA:

  • Purchase Price: $3.25 million (4.0x EBITDA)

  • SBA Loan: $2.437 million (75%)

  • Buyer Equity Injection: $325,000 (10%)

  • Seller Note (Subordinated): $487,500 (15%) amortized over 5 years with 12-month interest-only period

Key structuring protections include:

  1. 20% clawback on seller note if more than 10% of MRR clients cancel within 120 days post-close

  2. 10% performance bonus to seller if cybersecurity revenue exceeds $600K in first year

  3. 5% note forgiveness if seller remains for full 12-month advisory period with verified client engagement

Seller to remain actively involved during transition as CTO advisor and board-level technology consultant.


Client and Revenue Breakdown

Client industries:

  • Healthcare (clinics, dentist offices, surgery centers): 35%

  • Legal and professional services: 20%

  • Logistics and warehousing: 15%

  • Finance/accounting: 12%

  • Construction and manufacturing: 10%

  • Nonprofit and government subcontractors: 8%

Revenue types:

  • Monthly Managed Services Agreements (MSAs): $2.88M (80%)

    • Help desk support

    • Network monitoring

    • Patching and antivirus

    • Endpoint management

    • Microsoft 365 admin

  • Project Work: $480K (13%)

    • Server upgrades

    • Cabling and switch installs

    • Email migration

    • Firewall deployments

  • Hardware and software resale (residual): $240K (7%)

Typical client contract:

  • 3-year term, auto-renewing

  • Per-seat pricing: $95–$165/user/month

  • SLA: 4-hour response, 99.9% uptime target

  • Penalties for extended downtime (rarely triggered)

  • Quarterly business reviews and IT roadmaps included

Clients are assigned to pods by industry, size, and tech complexity. No client represents more than 6% of revenue; top 25 clients account for 68% of MRR.


Technical Team and Infrastructure

Staff:

  • 4 Tier 1 help desk techs

  • 3 Tier 2 engineers

  • 2 Tier 3 network/security specialists

  • 1 vCIO (virtual CIO) / client success

  • 1 NOC manager (overnight monitoring)

  • 2 admin and procurement

  • 1 general manager

Service delivery tools:

  • ConnectWise Manage (PSA)

  • ConnectWise Automate (RMM)

  • Auvik (network monitoring)

  • Sophos Central / Bitdefender (endpoint)

  • Datto BCDR (backup)

Help desk runs 7 AM – 7 PM with on-call after-hours. NOC has redundancy for monitoring alerts and response. Documentation lives in IT Glue.

Buyers must retain senior engineers and Tier 2s via retention bonuses, performance pools, and potential equity phantom shares for continuity.


Sales and Marketing

The company currently invests ~$5,000/month in sales and marketing:

  • Google Ads, Bing PPC

  • SEO for “managed IT + city”

  • Cold email and LinkedIn campaigns

  • Partnership channel with local MSP referral groups

  • Webinars and lunch-and-learn events for cybersecurity education

Current growth comes primarily from referrals and renewals. Pipeline includes 22 active prospects totaling ~$90K MRR.

Post-close growth strategies:

  1. Launch cybersecurity upgrade audit to entire base

  2. Add outbound SDR targeting verticals with compliance mandates (e.g., HIPAA, SOC 2)

  3. Expand into VOIP and co-managed IT for larger clients

  4. Bundle managed detection & response (MDR) and email security with monthly pricing


Financial Summary

  • Revenue: $3.6M

  • COGS (tech labor, licenses): $1.52M

  • Gross Profit: $2.08M

  • SG&A (rent, sales, admin): $1.268M

  • Adjusted EBITDA: $812K (22.5%)

Gross margins:

  • Managed services: 57%

  • Project work: 42%

  • Hardware/software: 22%

MRR is highly sticky, with 93% retention YoY. Downgrades are minimal. Clients billed monthly by ACH or credit card.

AR aging is under 15 days on average. No delinquencies or disputes on record.


Legal and Compliance

  • HIPAA BAA agreements in place for all healthcare clients

  • Clean E&O and cybersecurity insurance: $2M policy

  • No pending litigation or SLA failure claims

  • Fully W-2 tech staff with NDAs and non-competes signed

Buyers should verify all contract assignment clauses, vendor licenses, and SOC audits (if applicable for top clients).


Working Capital Requirements

  • Payroll buffer: $95K–$110K

  • Software licensing float: $35K

  • SDR onboarding and pipeline push: $25K

  • Seller consulting/retainer: $25K–$40K

  • Rebrand or website upgrade: $10K–$15K


Ideal Buyer Profiles

  • Existing MSP operators consolidating regional footprint

  • Private equity-backed roll-up platforms

  • IT-savvy entrepreneurs with Tier 2 or MSP background

  • Cybersecurity firms adding recurring revenue base


Post-Close Execution Plan

  1. Retain engineering team and meet top 25 clients within 30 days

  2. Cross-sell MDR, phishing simulation, and compliance packages

  3. Implement QBR (quarterly business review) cadence across entire base

  4. Launch paid campaign targeting dentists, CPAs, and medical billing firms

  5. Begin succession planning for Tier 3 staff and evaluate 24/7 help desk outsourcing options


Conclusion

This MSP offers an exceptional foundation for buyers seeking recurring contract cash flow with highly embedded client relationships. With SBA 7(a) financing, minimal capex needs, and a scalable team in place, a buyer can immediately cash-flow the business while expanding revenue through cybersecurity add-ons and co-managed IT. This opportunity is ideal for strategic acquirers or first-time buyers looking to enter the B2B services space with technical infrastructure, process maturity, and strong industry credibility already in place.

Co-Founder and COO of Eagle Dawn Capital

Danny Carlson

Co-Founder and COO of Eagle Dawn Capital

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