Diligence · IT Services & MSPs

IT Services & MSPs Deals: ERISA & Benefits Diligence Done Right

Securities and M&A counsel for independent sponsors diligencing IT services and MSPs transactions, from LOI to close to the capital markets that open up afterward.

EV range $8M to $100M EV EBITDA $2M to $18M Audience Buy-side / Sponsor
The deal context

Every IT services and MSPs acquisition has its own gravity. ERISA & Benefits Diligence is the workstream where independent sponsor counsel earns the seat.

The typical IT services and MSPs platform sits at $8M to $100M EV with EBITDA in the $2M to $18M range. The thesis runs on MSP platform with regional or vertical-specific bolt-ons. An MSP at 70% recurring revenue trades at one multiple, at 90% trades at a different one. The mix is the deal.

The moves

How ERISA & Benefits Diligence actually gets structured.

  1. Pull the 5500s and audit reports for the last three years.

  2. Identify any controlled-group exposure that follows the seller post-close.

  3. Address multi-employer pension withdrawal liability where applicable.

  4. Plan the benefits transition to the buyer's plans, with a TSA period if needed.

  5. In IT services and MSPs, layer in MSA assignment review with carve-outs noted as part of the ERISA & Benefits Diligence workstream.

The common mistake

Skipping the multi-employer pension review. It can show up as a 7-figure surprise three months post-close.

Jason's take
"ERISA is the silent deal-killer. Treat it like senior debt diligence."
Jason Powell · ERISA & Benefits Diligence
Capital after close

The deal is one thing. The capital that opens up after close is another.

Most independent sponsors solve the closing capital and then run into the post-close capital problem alone. The capital markets relationships that matter at month 18 are part of this practice.

MONTH 18
Senior refi
MONTH 24
Dividend recap
MONTH 36
Growth equity
YEAR 4–5
Strategic exit
WORK WITH JASON

Bring the IT services and MSPs deal. Get ERISA & Benefits Diligence done right.

Direct counsel from a securities and M&A attorney with billions in structured transactions, the independent-sponsor-native playbook, and the capital markets network that opens up post-close.