Building an M&A Practice Inside a Services Company

Most managed services and IT consulting companies treat M&A as something the private equity sponsor does. The PE firm buys the platform, then sources tuck-in acquisitions to bolt on. The services company executes integration. End of story.

This is a missed opportunity. Services companies are well positioned to build internal M&A capability: to source, diligence, and integrate acquisitions as part of their core growth strategy. The CRO should own this, because the value in a services acquisition comes from revenue acceleration, client relationship multiplication, and talent arbitrage, and those all run through the revenue organization.

Building an M&A practice doesn’t require hiring a three-person corporate development team. It requires rethinking how your revenue leaders spend their time, where you source deal flow, and how you structure acquisitions to require minimal upfront capital. Here’s how.

Why services companies are built for M&A

Consider the advantages you have that pure venture-backed software companies don’t. First, your customer relationships are sticky and multi-year. If you acquire a consulting firm that serves your current customer base, integration means walking a new service offering into an existing relationship that already has trust and contract authority. Selling new products to new customers is a much harder game. Your close rate on cross-sold services post-acquisition can exceed 40 percent in the first year, because the relationship is already established.

Second, you have operational integration expertise. Your delivery teams have implemented systems integrations, migrated infrastructure, and absorbed teams into existing workflows hundreds of times. You understand how to fold a new company’s operations into your own without destroying client value. Many software or professional services acquirers have no idea how to do this. You’ve been doing it as part of normal operations for years.

Third, you have talent arbitrage opportunities that other acquirers don’t. When you acquire a smaller consulting firm or IT services provider, you’re acquiring experienced engineers, architects, and account executives who already know your industry and your customer problems. Instead of training new people on your domain, you’re acquiring people who are already domain experts. You can immediately redeploy them across your customer base, where they become more valuable, not less.

Fourth, deal flow is embedded in your sales process. Your account executives talk to customers about their broader challenges every quarter. You hear about companies in adjacent geographies or verticals that are solving similar problems. Your customer success team identifies gaps in services they wish you offered. Your sales leadership knows the players in your market. A formal M&A program mostly formalizes deal flow you’re already seeing.

The three capabilities you need

Building an M&A practice requires three specific capabilities: deal sourcing, lightweight diligence, and integration playbooks.

Deal sourcing means creating a systematic process for identifying acquisition candidates. That doesn’t mean hiring a business development person to live on LinkedIn all day. It means your sales leadership, customer success leadership, and delivery leadership each have a mandate to source two to three acquisition targets per quarter. It means your account executives, when they spot a potential acquisition, document it in a simple template and pass it to a central list. It means your sales leadership in each vertical or geography understands which tuck-ins make sense in your market, and you’re reading the trade press (CRN, ChannelE2E), attending conferences, and following regional news to spot companies that fit your criteria. The discipline here is separating signal from noise. You’re looking for companies that serve your customer base, have complementary service lines, have strong management teams that will stay post-acquisition, and are profitable or close to it.

Lightweight diligence means two weeks and $15,000 spent on the critical questions, instead of three months and $100,000 on a forensic audit for a $3 million acquisition. The questions: Is this team actually profitable, or are they hiding losses? Do they have customer concentration risk? What’s their customer acquisition cost, and how does it compare to ours? Are there technical or cultural misalignments that would make integration painful? Do their customer contracts have change of control language that might trigger price reductions? Your operations team, your finance team, and your technical architects can answer these quickly. External auditors only come in once you’ve decided to do the deal and need to confirm something specific.

Integration playbooks mean you have a documented standard approach to integrating new companies. This covers the first 100 days post-close: Which leader will oversee integration? How will you communicate with acquired customers? How will you merge CRM systems? How will you handle duplicate customer accounts? How will you redesign commission plans to include legacy acquired company reps? How will you redeploy talent? How will you consolidate vendor contracts? How will you replatform their service delivery? The playbook gets refined after every acquisition, but the fact that it exists and has been tested means your integration velocity is far higher than a company that treats every acquisition as a brand new puzzle.

Funding M&A without a dedicated budget

Here’s the objection: “We don’t have budget for M&A, and our PE sponsor is tapped out.” This is real, but it doesn’t stop you.

First, use your existing business development team. Your VP BD or Director of Strategic Partnerships probably spends 40 percent of their time on things that don’t scale. Give them 20 hours a month to source acquisitions. That’s redirected capacity, not new headcount. This person reports directly to you, generates a monthly update, and owns deal sourcing.

Second, use fractional M&A advisors. Instead of hiring a full-time Vice President of Corporate Development, retain a fractional advisor for 10 hours a month. This might cost $3,000 to $5,000 a month, but it gives you someone who has done dozens of services company acquisitions, who knows what diligence is critical and what’s theater, and who can help you structure deals efficiently. This person attends your M&A sourcing meetings, helps you evaluate candidates, and coaches your team through diligence. The cost is minimal compared to the risk reduction.

Third, use earn-out structures to minimize upfront capital. Instead of paying all cash for an acquisition, structure it as 70 percent cash at close and 30 percent in earnouts over two years based on revenue retention and customer growth. This accomplishes two things: It reduces your upfront capital requirement, and it aligns the selling founder with your success post-acquisition. Founders who have skin in the game post-close actually help you integrate.

Fourth, explore seller financing. Some founders of smaller services companies (sub-$5 million) would rather keep ownership in a growing company than take all cash. Offer the founder a note at an attractive interest rate or preferred equity in the combined company. You reduce upfront cash while giving the founder a path to significant wealth creation if you can compound growth.

Fifth, use operational efficiency gains to fund acquisitions. If you’re improving gross margin by 3 to 5 percent through operational improvements, you’re creating cash flow that can fund acquisitions. A $30 million services company improving gross margin from 45 percent to 50 percent is creating $1.5 million in additional annual cash flow. That cash can fund acquisitions without tapping your credit line.

Building the flywheel

The power of building an M&A practice emerges over time. After your third or fourth acquisition, you have:

A playbook that actually works. Your integration isn’t perfect, but you know what works and what doesn’t. New acquisitions integrate faster. Your speed-to-value improves.

Customer relationships that accelerate growth. On top of the talent and revenue, you’re acquiring customers who fit your profile, and immediately selling them services they didn’t have before. Your revenue multiple on acquired revenue beats your organic growth rate.

Talent that stays. Founders and leaders who see acquisitions working understand that selling to you is a good outcome. They’re more willing to walk their teams through integration because they see the upside. Your retention of key people improves with each deal.

Confidence with your PE sponsor. When you show your sponsor that you can source, close, and integrate acquisitions at better economics than they can, you shift power. You stop executing their deals and start building strategy together. That typically leads to more autonomy and larger check sizes as you scale.

Margin expansion. A $20 million services company with no acquisition experience has gross margin of 40 to 45 percent. A $50 million company with two solid acquisitions under its belt has margin of 48 to 52 percent because you’ve standardized delivery, eliminated duplicate overhead, and redeployed acquired talent at higher billing rates.

The strategic thesis

The highest-growth services companies don’t choose between organic growth and acquisition-driven growth. They do both. Organic growth proves out your business model and creates the foundation for acquisition integration. Acquisition growth accelerates revenue and improves margins when done well.

Most PE sponsors understand this. What they don’t always understand is that services company M&A fails when the CRO isn’t driving it. PE sponsors source deals. CROs drive whether acquisitions succeed. When you own both deal sourcing and revenue integration, you’ve created a flywheel. You’re finding the best targets in your market, closing them at better economics, and integrating them faster than your sponsor could from the outside.

That’s the difference between a company that compounds at 15 percent annually and a company that compounds at 25 percent. None of it is heroic. It’s a system, and it’s entirely within the control of your revenue leader.