Ryan Barnett and Matt Lockhart discuss how IT services firm owners can assess their readiness to sell when approached by a potential buyer. They explore the importance of preparation as a competitive advantage, outline what a true M&A readiness plan entails, and weigh the pros and cons of one-off buyer conversations versus a structured process. Tune in to learn how to manage buyer interest while keeping your options open.
In this episode of Shoot the Moon, Ryan Barnett and Matt Lockhart explore a common scenario: a business owner receives a call from a potential buyer—or from an M&A advisor representing one—and suddenly faces a big question: Am I actually ready to sell?
Whether you're planning a structured go-to-market process or simply responding to inbound interest, readiness matters. This episode breaks down what it means to be “seller ready,” why preparation is a competitive advantage, and how to stay in control of the process—regardless of who picks up the phone first.
We’ll cover:
This episode is a must-listen for IT services firm owners who aren’t sure if they’re ready to sell—but want to be ready when the right opportunity strikes.
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00:00 | Matt
Welcome to the Shoot the Moon podcast, brought to you by Revenue Rocket. Revenue Rocket is the world’s premier M&A advisory to tech-enabled services firms worldwide. My name is Matt Lockhart. I’m with my partner in crime today, Ryan Barnett. We’re missing our fearless leader, Mike Harvath, but we’ve got a great topic. Ryan, what’s going on?
00:34 | Ryan
Absolutely—and thanks for stepping in, Matt. We love talking with our audience about what we work on every day. If you’ve got a topic you want us to cover, email us at info@revenuerocket.com and we’ll address what’s on your mind.
We’ve had a lot of conversations lately with sellers getting calls from buyers—sometimes even from us when we’re representing buyers. For MSPs, CSPs, and custom app developers, it’s a busy time. When you’re getting those calls, you may not have asked yourself, “Am I actually ready to sell?” or “What does it mean to be always ready to sell?”
Matt’s going to walk through what seller readiness looks like—and why it matters whether you’re considering one strategic buyer or launching a full process to get in front of many. Matt, simple question to start: what’s the difference between being approached by a buyer and going to market?
02:00 | Matt
Great topic. Being approached by a buyer means you haven’t necessarily decided to sell or readied the business—but you have an attractive firm in a high-interest space. You’ll get calls from investment firms, strategics, or advisors like Revenue Rocket. Those can be great opportunities.
“Going to market,” on the other hand, means you’ve decided to sell and engaged an M&A advisor or investment bank to bring your firm broadly to potential buyers, evaluate options, select one, and execute a transaction.
03:55 | Ryan
Exactly—one is reacting to suitors; the other is a deliberate campaign with packaging, marketing, and multiple parties at the table. Back to the moment that inbound call comes in—maybe even from us—what should a seller ask themselves before digging in?
04:54 | Matt
We like a simple three-step litmus test:
Are you personally ready—emotionally and in your career—to enter a new chapter?
Do you know your number?
What kind of transaction are you seeking—sell in or sell out?
It’s always good to educate yourself and build relationships with advisors, strategics, and partners. But are you serious about entering a process that could result in selling the business?
06:48 | Ryan
Those first conversations can be eye-opening. On the buy side, the best companies are often “not for sale,” so we spend time educating owners on why a process or a combination can make sense for both sides. If you’re an MSP, you’re getting calls today, tomorrow, and next week—sometimes it’s worth listening a bit more to understand the possibilities.
07:47 | Matt
I agree. Especially in hot segments, people say, “I get a million calls.” You can’t take them all, but don’t ignore credible approaches with real opportunity.
08:17 | Ryan
We’ve helped firms for years through our growth-strategy practice. In our space, deals are typically priced on a multiple of EBITDA. Top performers show strong organic growth, solid margins, and good positioning for an exit when the time is right. We’ve built detailed readiness plans for fast-growing firms—preparing them for when timing aligns.
Deals must fit strategically, culturally, and financially—but there’s also timing. Why be ready even if you don’t plan to sell this quarter or this year?
09:30 | Matt
We tell clients: lead as if you’ll never sell, but keep the business ready to sell on short notice. Readiness starts with strong profitability, but it’s broader—being top-quartile versus peers across multiple dimensions. You never know when a great opportunity will knock, and readiness is about having optimized leadership and operations so you can capitalize.
11:23 | Ryan
Getting tactical: we start with leadership alignment on vision and the firm you want to be. Then we tighten offerings, package them correctly, and align sales/marketing to those offers. Holistically—where are your growth opportunities? Do you have the team to get through a transaction? What specific “tighten the ship” items do you look at—project profitability, revenue growth, contract standardization?
12:56 | Matt
Profitability is the final score, but lots of plays get you there:
Pricing model versus market expectations.
Efficient, results-driven go-to-market and sales execution.
Product/service mix—maturity, differentiation, consistency.
Leadership routines and culture.
Operational efficiency and KPIs.
“Tightening the ship” is usually many bolts, not one. Readiness can be multi-year—you may need time to show the return on improvements. Some fixes are 3–6 months; others take longer. Readiness for one firm won’t look the same for the next.
16:01 | Ryan
Exactly—and how long it takes depends. Another angle: multiple arbitrage. If you’re at $1–1.5M EBITDA and combine with a similar firm to reach $3–4M, your multiple can rise meaningfully. Readiness may mean being positioned to acquire—bolstering growth and operational maturity—before raising capital or selling. Be ready to play on either side of the table.
17:14 | Matt
Totally. Readiness applies to selling, buying, and longer-term planning. I had five conversations this week with leaders who see a future with a capital partner—they’re not there yet, but they want to get ready now. The same readiness work applies in both directions.
18:14 | Ryan
Back to the original question: how do we help manage inbound interest without committing to a full sales process—i.e., talking to one or two select buyers, not the whole market?
18:48 | Matt
We start with fit—cultural, strategic, and financial. Many people overweight one dimension; all three matter. We also revisit the three-step readiness test: personal goals (sell in vs. sell out), your number and timing, and realistic pathways to that number. We do this continuously with clients because it evolves. That thinking is part of being ready for any conversation.
21:18 | Ryan
If a seller’s in that “middle zone”—not running a process but not ignoring calls—how do you keep options open without getting distracted?
22:02 | Matt
A couple keys:
Financial readiness: clean, accurate, repeatable financials produced quickly; top-quartile metrics.
Documented strategy and operations: so you can show a buyer/investor “proof in the pudding” without heavy lift—numbers plus a window into how you run the business.
Both are just good operating hygiene, and both often have room for improvement.
24:09 | Ryan
Suppose you are ready—good revenue and profit, a solid management team, assignability in contracts, a chart of accounts aligned to industry standards—and a serious buyer approaches. You’re not fully packaged for sell-side, but the business runs well. How do you decide between taking that one call versus stepping back to get representation and invite more buyers?
25:37 | Matt
If it’s your first time, have your team identified in advance: legal, tax/financial, and an advisor in the space—like Revenue Rocket—whom you can call for advice or to engage. With wise counsel, you can validate what the buyer is saying, decide whether to take one call, a few calls, or go to market.
If one firm called, odds are many others would be interested. That doesn’t mean the first call isn’t the best fit—we see that, too—but work with experts to navigate.
28:48 | Ryan
It’s a hot market—so I encourage you to pick up the right calls. Be selective: look for industry experts or strategics willing to identify themselves. There are independent sponsors and search funds that may not be worth the time. When you’re truly ready, choose: keep taking more calls, or create auction-like competition. Both paths can work—pick what fits you, your team, and your family.
30:46 | Matt
Have the internal conversation about readiness with your team. I’ve lived it—at my prior firm we took a call, explored, and ultimately it wasn’t the right time. We learned a ton. Three years later, we were truly ready and executed a transaction. Start internally; if there are strategic/operational opportunities, engage an expert to build a plan to be more ready than you are today. It’s simply good business practice.
32:21 | Ryan
One more point: if you’re getting ready to sell, it can take time for the financials to prove out. If you’ve been running a lifestyle business and decide to “tune it up” in a month, buyers will see through that. You may be planting seeds today for two or three years from now. Take action now so you can demonstrate durable revenue and profit when the time comes.
33:29 | Matt
We’re kicking off three engagements that mirror that situation exactly. The space is attractive, opportunities abound—but you’ve got to sharpen and improve the business.
34:01 | Ryan
Great. Thanks, Matt. Any last thoughts? And again, listeners—send topics to info@revenuerocket.com.
34:20 | Matt
Thanks, Ryan—always fun. As our fearless leader would say, we’ll tie a ribbon on it for today’s Shoot the Moon podcast. Thanks for joining, and come back next week. Take care.