Can You Outrun the Deal?”: Don Viar on MSP Exits, AI Risk & Private Equity

Don Viar joins Monjur to unpack his record-setting MSP exit, the emotional realities of selling, and why AI uncertainty is accelerating strategic decisions across the industry. He explains how maturity, structure, and long-term relationships—not just EBITDA—determine valuation in today’s private equity market.

Key Insights:

Why “Can you outrun the deal?” became the financial framework behind his exit decision amid AI disruption.

How business maturity, CSAT, leadership structure, and recurring revenue stability outweigh short-term margin tweaks.

What strategic buyers are really looking for in 2026: high-maturity MSPs, vertical expertise, and AI capability.
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Transcript

SPEAKER_00 0:03

Welcome to Talk Tech with Rob Scott.

SPEAKER_02 0:07

Hello and welcome. I'm your host, Rob Scott, and today we're here at the IT Nation event in Orlando, and I'm with my good friend and longtime client, Don Varr. Don, welcome to the show. Thank you, Rob. Glad to be here. It's a pleasure. So, Don, you have had an amazing year this year. You sold your business on Christmas Eve or end of Latinx to G, Badish Lawyers E. Yeah, uh huge exit, the highest multiple I've ever seen in managed services. Yep. So now you're the CEO of a company that's owned by somebody else. Tell everybody how your year has gone.

SPEAKER_01 0:45

Well, it's it's been an amazing year in terms of the exit and sort of taking some risk off the table for our family, but uh we were very strategic in choosing our exit partner, and it was really a relationship that we cultivated for probably eight, nine years. Uh, and and we exited in a way that allowed us to still be involved in the business and have a lot of control and uh take care of our people, take care of our clients, and and really we're now the platform company for a number of other MSPs that will be rolled into us, and so the challenges of being acquired and doing mergers at the same time, etc. It it's just been a crazy year.

SPEAKER_02 1:22

That's really interesting. So we've had some founders on the show that we've chatted with about the emotional aspects of exiting. Yeah, and I know that you have a lot of thoughts on that because you were kind enough to do a presentation for us on that topic. Yeah. But if you just share with the audience some of the high-level things that you presented in that keynote around the emotional roller coaster leading up to the exit and then the emotional impact of exiting and continuing on.

SPEAKER_01 1:50

Yeah. You know, I as I we're here at IT Nation, and for uh the last two years, knowing that we might be nearing an exit, I attended a lot of breakout sessions where they were talking about the emotional side of selling the business and people that had gone through it, and were, you know, so I was able to take some wisdom from that. I listened to some guys that exited the business and then they were out of the business within a few days or weeks. Uh and and they struggled to find purpose and meaning. And I think I would have been in that boat had I exited the business at the same time. And so I was sort of intentional about crafting something that allowed me to exit and get the equity that that was going to protect our family. But I was pretty confident that they needed me to continue to run this thing and grow it to the next level. And I've I've got some incentives to do that uh economically. But so, on one hand, I've exited, but I chose a partner that really has been very light-handed and allowed me to remain very entrepreneurial and uh and run the thing. So I'm working harder now than I was before I exited just because I'm I'm so excited about the the potential and the growth that we have in front of us, and with this capital and infusion that we have behind us, and you know, we're we're in a different era of our business. But but all of the emotions, I mean, you you worry about is this the right partner? Is it going to be what I thought it was gonna be on the other side of this thing? And uh you hear the horror stories of of situations that go sideways very quickly, and so I I took all of that into account, and we tried really hard to do our due diligence, and like I said earlier, we we nurtured this relationship for eight or nine years. So I was pretty confident as to who we were getting in bed with in terms of our relationship.

SPEAKER_02 3:30

So I I I think that's so important. Um in any deal, whether it's a single account or uh a long-term strategic relationship, the the trust and the confidence of the other side, the people involved, is way more important than the numbers on the paper. Absolutely. And so I I think that's great. I want to talk a little bit more about the impact on your family. Yeah. Because I know that um your father was involved in your business and he had a financial uh exit that impacted him as well. But just talk about the impact of the financial aspects of the of the of the of the sale. How have you seen it impact your family?

SPEAKER_01 4:14

Uh peace of mind would probably be the the the number one thing. I mean, uh this AI opportunity that's in front of us right now as MSPs, it could be the best thing in the world, and our businesses could be 5x what they are last year. Or you hear all this the dire predictions about it's gonna gut 90% of the workforce, and you know, any any keyboard video mouse job is gonna be suspect to replace my and and I think there will be some of that in the MSP space, but to the emotional side of it, it's it's been peace of mind knowing that we've uh we've secured our family's financial future, not just for uh myself and my wife or my parents, but uh uh but for our children, and now we've got a grandchild on the way. And so uh that's so exciting. So we're agilated, yeah. So is there anything that your dad did with his money that was like uh maybe something he might not have done before or you know, no, and I was uh the I was at a peer group meeting uh two weeks ago, and that my peers were asking, like, so what when are you buying the car? When's the vacation house coming or whatever? And yeah, I told my wife before we did this. I mean, we were we were already, you know, well off financially and and and from a lifestyle perspective, we we really haven't changed anything about our life. It was not we and I would advise anybody that if you if you go through this event, at least wait a year before you engage in any major financial transitions or whatever. We rolled it into the to the stock market, and our stock is up almost 50% year over year, and so we've about halved again what we what we took out of the deal to begin with, and so uh that's amazing. It is, but uh eventually we'll start buying the toys and whatnot, but but we're not in any rush to do that.

SPEAKER_02 5:56

Well, that's really cool. I and I would say that you know, so much of what I've learned in talking to founders is it's about the journey. Yeah, you know, I tell people I was rich when I started Montra.

SPEAKER_01 6:08

Exactly.

SPEAKER_02 6:09

So it's not about the money. So so it's a really amazing story, Don. And and and I want to understand a little bit more about what types of businesses you guys are looking to acquire. Who is the target MSP for Epion's new strategy through growth? I mean, what's your vision for how you're gonna build this business through acquisition? Sure.

SPEAKER_01 6:32

So we've identified three different types of businesses that we would potentially be interested in acquiring. Uh a high maturity MSP uh that is uh doing a technical alignment process around a centralized framework of standards, has a high maturity customer base. That would be a good fit for us. Uh, we're also interested in business consultants, uh, people that like EOS coaches or something like that that are doing sort of workflow optimization processes with businesses. We think in this era of AI that those people that know how to do process engineering will could be valuable. And then third would be uh somebody that's already doing AI development uh around RPA or uh large language model customization. Uh in from a geography perspective, our our strategic acquirer that acquired us is a large telecom company in Tennessee, and the model is eventually about eight or nine other utilities are going to buy in and own a portion of Epion. And so we're we're sort of geographically focused. We're looking for greater Tennessee, Kentucky, Alabama, Georgia, you know, sort of market.

SPEAKER_02 7:37

But uh and when you say high maturity, does that imply a certain level of revenue or adjusted EBITDA, or is that just purely OML kind of yeah, it's probably it's more OML.

SPEAKER_01 7:47

Um and uh we're not tied to, you know, it'd be great if they had three to five million, but uh, but if they've got the maturity we can convert those customers to our model, low maturity MSPs. Uh you know there's gonna be a lot more break in trying to get them converted to a high maturity model. And so uh uh we've been down that road. It's it's painful. We would rather start with high maturity providers.

SPEAKER_02 8:11

Yeah, it makes sense to me. And how many acquisitions are you looking to do in 2026?

SPEAKER_01 8:17

Well, two most likely. Uh one small that's already sort of keyed up right now and in the funnel. Uh, we're still looking for the second.

SPEAKER_02 8:25

So if you were an MSP in in one of these areas, uh thinking about selling their business, what advice would you give them?

SPEAKER_01 8:33

Well, at start with relationship. Get to know your potential suitors and uh really understand what they would do with your people, what they would do with your business, if that's important to you, but but cultivate that relationship because for most MSPs uh that are family-owned and operated, it's uh either customers or friends, their employees are family. Uh you want to know that you're putting that into good hands. And so uh uh if if you're mature, the numbers are gonna work out okay. I wouldn't focus as much on the numbers per se up front uh as the people and the relationship.

SPEAKER_02 9:10

So much as uh talked about in managed services around adjusted EBITDA as being like the only thing that matters. Is that true when it comes to the way you look at MSPs to buy?

SPEAKER_01 9:24

No, I I would definitely especially in our acquisition, that was not the case, as you well know, right? Um the maturity of the business mattered a whole lot in terms of the leadership, the structure, the process. Um, you know, our our acquirers were able to sort of see through some numbers in some cases and realize it was really the underlying quality of the team and and the revenue base that they were buying, the the stability of that revenue base uh that gave them a lot of confidence in doing what they did.

SPEAKER_02 9:51

Yeah, we had uh a chat with Reed from Evergreen. They bought 30 MSPs last year. Holy cow. And one of the things that he told me is the first thing that they do in due diligence is look at CSAT scores. Yeah. So everybody, all the consultants and managed services are telling people cut your labor, it's too high. Raise your prices, it's too low. And those are the two levers you can pull right away to ready your business for sale. Right. What about making sure your customers are really, really happy? That's right. More uh making sure that they're happy with you, making sure that they don't feel like they're in a transactional relationship with you and that their needs are being met and they're very satisfied. Absolutely. If I were gonna sell an MSP and I didn't have a CSAT program, after talking to Reed at Evergreen, I would be focusing on that. And after talking to you and others, which I already know, it's about process, systems, team. How well does this business run without the founder? Is the founder doing founder work or is the founder cleaning up the messes?

SPEAKER_01 10:56

Well, and that's a great thing. In in my case, is and you know this from past conversations, but uh I take the month of June off every year. And and I've done that for 10 years now. You know, I have an organization that runs without me involved. I I'm on the business, not in the business, as they say. And and that actually was a condition of the sale. That even after the sale, I was like, hey guys, I take June off. And they were sort of like, well, as long as it doesn't become a problem for us, we'll be okay with that. And uh, we've got one June down, but it was successful. But uh but customer satisfaction, you're exactly right now. We had a strong CSAT program. We use Kruhu, 98.5% is what I'm now bonus on to maintain, and it's not been an issue.

SPEAKER_02 11:37

My buddy Steven from Kruwhoo, yeah, a little shout out to my man. Uh saw him for the first time last night without a hat. Oh yeah. Because we went to Universal, he was gonna ride roller coasters. I've seen the guy hundreds of times. Good friend. Always got the hat on. Always has the hat on. That's his thing. Um, so I'm glad you'd be able to do that. And so if you're out there and listening and you don't have a CSAT program, I highly recommend looking at Kruhu uh for the reasons you mentioned. Yeah. Um, I also think it's a good idea to raise prices. I also think it's a good idea to control labor costs, um, but those are not the primary things. You can't you can't like make some quick adjustments to your MSP to make the numbers look for one or two months and move the needle. These people look at like three-year trailing. I mean, they're very sophisticated. There's no tricks that you're gonna get to fool people like Epion or Evergreen. Right. Uh, so it's really about growing a great business with happy customers, really good employees and good systems. Yeah, and if you do that and you and you show up every day and you care and you lead with that, uh, your business is gonna be worth a lot. In the SaaS world that I'm in, that we're in together, actually, and the MSP world, there's this sort of mindset that the market right now is a seller's market, the future is uncertain, and people are scared. Yep. If I'm not ready to make the shift to an AI native or an AI first approach, maybe I just sell my SaaS business or my managed services business, sit on the sidelines with my cash in my pocket, put it in the stock market, and let it grow maybe more than if I kept the business. Right. And I'm either working or not, but I'm doing something I love, but I've taken those chips and that risk off the table. I see it in the SaaS world with my colleagues that say, I've got too much tech debt to shift. Right. I've got a team that was built to be a SaaS 1.0 team. I don't see this team shifting. Right. So they sell the business. Right. Do you think that MSPs should be considering doing something like you did, which is hedge your bets on the on the managed services play, take the money off the table, find a way to continue on someone else's nickel to drive this AI revolution forward?

SPEAKER_01 14:01

Well, I mean, I it was certainly a a major factor in our strategy in terms of the timing. And I mean, AI is just a huge unknown. It's a field that I'm following unbelievably closely and speaking on it at conferences and and whatnot. But uh, you know, if if you're in a position where you can take some chips off, uh the problem I run into, Rob, or I talked to some of my peers, I was at a peer group meeting, like I say, two weeks ago here in Orlando. Um, most of them are not in the position where they're ready to exit. They haven't positioned themselves, they don't have the structure in place that if it so they don't have those options, and that's that's that's unfortunate at this time. But but if you're in a position where somebody's talking, I mean, I don't pre-still to this day, I get three to five unsolicited offers every week, somebody wanting to buy that business. Um it's it'd be prudent to have their to listen to those conversations and say, you know, can what do I uh there's there's a spreadsheet that we used, um, it was provided by uh Gary Pika's group. It was basically can I outrun the deal? And and you take the the the money that you're the valuation that you're at right now and and look at sort of the present value of that, and then you forecast similarly how would my sales have to grow over the next three years uh to beat that deal. And and for us, I got to running the numbers and we couldn't beat the deal.

SPEAKER_02 15:24

There ain't no deal that can be beat with your multiple. Yeah, yeah. There's no math that can make that not work.

SPEAKER_01 15:29

Well, but um, but it was, I mean, AI is is going to disrupt the market. We don't know how. Uh, I think it's a matter of weeks or months until somebody brings out a uh a chat bot that's sitting natively on the end user's desktop that's gonna do all of the tier one support, maybe some of the tier two.

SPEAKER_02 15:49

And uh I'm a general counsel for a company that's building that right now. Yeah. So I know it's coming for sure. Very soon. I have inside baseball on that. It's yeah, and then they won't be the only ones. They'll be they'll be, and and as soon as those what I'll call AI native platforms emerge, and then that all the other companies are gonna start struggling to follow, and we're gonna create this really neat uh chain of events. But um, one of the things that I talked about in my breakout session that I just finished was that for the first time in a long time, tech companies have the opportunity to become strategic. Yes, advisors in the boardroom, not vendors in the hallway. Absolutely, not chosen based on price, right? Chosen on expertise, results, and outcomes. Yeah, and this is the thing that gets me excited about the opportunity for managed services. And tell me about how Epion is is is moving to make sure that they remain that trusted advisor in the board room.

SPEAKER_01 16:50

So we're going deeper in a handful of vertical markets and really building subject matter expertise in their ecosystem. And so, like legal is is one that we're uh going deeper in, and I'm attending uh most of the major legal technical conferences across the country and listening to what their vendors are bringing to market from a solutions perspective. But but to really sort of enter that boardroom conversation, I where I think we're headed as MSPs is to be that partner that that really helps not just automate businesses, but helps innovate businesses and say, this is the capability of the technology, this is the outcome you're trying to achieve. Let's forget how it's always been done, and let's bring whole new ways of accomplishing tasks uh to bear to get the outcome that the customer really wants. And so uh we are in those conversations, we're we're we're presenting and leading on those conversations. Uh, and I think there's gonna be more, that's part of the reason why you ask who would you be we'd be interested in acquiring its business coaches, it's AI developers, as much or more so than just MSPs.

SPEAKER_02 17:56

That's really interesting. Um as you think about your relationship with Scott and Scott and Monger, I'm grateful to have had you as a client from you know way, way back, way before you know Ceph's 1.0 and SaaS 2.0 and all that. Tell us, you know, what has that been like for you to see sort of the traditional legal services, the cloud-based legal services, and now AI legal assistance? Of course, the relationship is great, you know, we've been close forever. But from the outside, you're not all the way on the outside, but from the perimeter looking in. Sure. What are you seeing from Monger and and how has that sort of technical evolution as a client uh impacted you?

SPEAKER_01 18:44

Yeah, well, and as as Rob's alluding to, we we first engaged with Scott and Scott, and you wrote a uh a contract package for us for a one-time fixed fee amount. And uh then uh we were early adopters for Monger and the subscription model, uh, that evergreen contract concept and really giving us a stack that we built into our sales model uh holistically. And now with the AI, uh, you know, we we have a uh a full-time 24-7 version of Rob and Julie that uh anytime we're evaluating and not just within our traditional contact stack, but uh for non-compete agreements or for special exceptions to the contracts that we're dealing with, uh we can get real-time legal advice specific to our agreement stack uh that allows us to uh give clients fast responses uh and do do business in a in a very streamlined sense.

SPEAKER_02 19:36

So you've experienced sort of all of the types of legal services from traditional to cloud-based. Now, AI, if you were sitting in a peer group uh with someone that was an MSP that may you know be on the traditional legal services, or maybe worse yet, yeah, you know, got some templates offline. What advice would you give them?

SPEAKER_01 19:56

Well, uh before we were doing business with with Scott and Scott, we would uh we we we sort of wrote our own agreements. We were we would scavge uh other people's agreements, we'd take this clause and that clause. That sounds all right. We put our own together. And the amount of risk that we were carrying at the time, I just didn't realize uh what we were and and and frankly, things like cloud and AI didn't exist. And so uh in the early days of our MSP, it was a budget-sitting thing. I couldn't afford to engage an attorney to do all that I needed to be done. But uh, you know, within our MSP, we manage risk for our clients. We talk about risk a lot. Um you you as an MSP have a tremendous amount of legal liability risk that uh if you're not working with someone like Monger, uh you're you're you're putting your your family, you're putting your your your legacy at risk by not managing that contractually with your client. And so uh I would run not walk into a legal relationship with someone like Monger, uh, because um it's really going to be core to protecting what you've built.

SPEAKER_02 21:03

Ladies and gentlemen, there you have it. Don Var, my good friend, mentor, and colleague. Uh thank you so much for being on the show. Thank you, Rob.

SPEAKER_00 21:13

You've been listening to Talk Tech with Rob Scott brought to you by Monger. Monger is the first mover in providing contracts as a service solution specifically designed for IT managed service providers. Their SaaS enabled legal solution is based on industry leading templates that are customized for each client and periodically updated to ensure that MSPs always have the latest protections and are legally compliant. For more information, visit monitor.com or that's mln.jur.com.