M&A Insights

Madhur

My name is Madhur Duggar and I work in the M&A space for the Software and IT Service companies and this is my podcast series M&A Insights. If you are interested in having a conversation around the strategic direction of your firm, are looking to grow your book and want some marketing and business development help or are an investor looking to make an acquisition in this space, write to me at podcastwithmadhur@gmail.com or reach out to me on Linkedin at www.linkedin.com/in/madhur-duggar.

  1. 5D AGO

    Built in Crisis: How Carl Mazzanti, Founder of eMazzanti, Turned Chaos into an MSP Advantage

    This episode features Carl Mazzanti, Founder & CEO of eMazzanti Technologies—a leader who believes that great MSPs are built on relationships first, technology second. For more than 25 years, Carl has invested deeply in clients, employees, MSP partners, vendors, and the local community, earning a reputation for trust, loyalty, and showing up when it matters most. That commitment was formally recognized in 2025, when Carl received the Corporate Citizenship Award from the Hudson County Chamber of Commerce. Carl is also widely respected for his hands-on expertise in backup, disaster recovery, and business continuity, shaped by real-world crises—from 9/11 to Hurricane Sandy and beyond. In this conversation, he shares how strong partner ecosystems, decisive leadership, and preparation for worst-case scenarios helped eMazzanti grow through adversity, support fellow MSPs, and build a firm designed to last well beyond its founder. Here are the highlights: Q: Can you walk us through eMazzanti Technologies today and the MSPs you support? A: Carl explains how eMazzanti has grown into a nationally trusted MSP and MSP-partner, supporting clients and fellow MSPs across the U.S., Canada, and internationally—often without formal marketing—by being reliable, partner-friendly, and excellent at what they do.  Q: How did founding the firm just weeks before 9/11 shape your leadership? A: Carl recounts being inside the World Trade Center on 9/11 and how the experience permanently shaped his mindset around decisiveness, responsibility, and showing up for clients when everything is falling apart.  Q: What did crises like Hurricane Sandy and the Joplin tornado teach you about MSPs? A: The biggest lesson wasn’t technical—it was human. In disasters, clients struggle to make decisions. The MSP’s real value is helping them regain clarity, momentum, and confidence under extreme stress.  Q: Why do MSP partnerships matter so much in disaster recovery? A: Carl explains how long-standing MSP partner relationships allowed firms to fly in, share infrastructure, and restore services quickly, proving that no MSP should try to handle major incidents alone.  Q: How do you think about backup, disaster recovery, and preparedness today? A: Drawing from decades of real-world failures, Carl outlines why he keeps idle infrastructure, standing contracts, and redundant systems ready even if they’re only needed once every ten years. Preparation beats improvisation.  Q: Your culture inspires extreme loyalty—how is that built? A: Carl believes people are the only real asset. He discusses long employee tenures, a strong alumni network, and why treating staff well ultimately drives retention, client trust, and long-term performance.  Q: How do you approach MSP M&A and long-term partnerships? A: “Date before you marry.” Carl shares why alignment, trust, and shared battle experience matter more than deal speed and why some partnerships naturally evolve into acquisitions over time.  Q: What’s your view on AI in MSP operations today? A: AI is an extension of automation, not magic. Carl supports practical use cases but warns against hype-driven vendors especially in security and healthcare—where trust, durability, and survivability matter most. He also states the healthcare industry has been slow to adopt AI and eventually may find itself falling behind unless it figures out ways to safely adopt AI.  Q: How are you preparing for leadership succession at eMazzanti? A: Carl explains how he’s spent 25 years systematizing himself out of the business—building leaders, documenting decisions, and creating a firm that runs effectively without its founder. www.linkedin.com/in/madhur-duggar

    32 min
  2. JAN 9

    Inside an AI-Enabled MSP – What’s Working What’s Next with Ed Correia CEO of Sagacent Technologies

    AI isn’t a future problem for MSPs — it’s today’s competitive divide. In this episode, I sit down with Ed Correia, CEO of Sagacent Technologies, a 26-year MSP based in Silicon Valley, to break down exactly how managed service providers can harness AI to create value, boost margins, and protect their clients. Ed shares how Sagacent is helping clients crawl–walk–run into AI safely — from writing governance policies and securing Shadow AI, to deploying tools like Copilot and ChatGPT for real productivity gains. We explore: Why Shadow AI is already inside your clients?Where most businesses fail with AI (95% see no financial benefit)?How MSPs should package, train, secure, and operationalize AI?Why pricing pressure is coming fast — and how the right AI strategy protects margins?What types of clients get the most benefit (hint: maturity matters)?Whether MSPs should build, partner, or buy AI capability?What happens to firms that ignore AI over the next 12–18 months?Ed also shares tactical advice for MSP owners: Start with your internal workflows, build governance first, iterate fast — and don’t wait for perfection. If you're an MSP thinking about offering AI services — or wondering what changes are coming to your stack, pricing, and client conversations — this is one you can’t miss. This podcast is hosted by Madhur Duggar.  Madhur is a Senior M&A Advisor at Excendio Advisors and focuses on IT Services Reach out to Madhur at Madhur@excendio.com or 212.731.4230   Book an Appointment with him on his LinkedIn at (34) Madhur Duggar | LinkedIn Check out Excendio Advisors and our amazing content at www.excendio.com Reach out to Ed Correia on his LinkedIn at (29) Ed Correia | LinkedIn  www.linkedin.com/in/madhur-duggar www.linkedin.com/in/madhur-duggar

    24 min
  3. 12/01/2025

    OBBBA Explained: The Tax Changes Every MSP Should Care About with Dave Wanis, Principal at Weaver

    Episode 3 of our four-part tax series with Dave Wanis, Principal at Weaver, focused on how the One Big Beautiful Bill Act (OBBBA) reshapes tax planning for MSPs and IT service providers. If you’re an MSP owner preparing for growth, evaluating an exit, or just trying to lower your tax bill, this episode breaks down the most important OBBBA updates you need to know. Key Topics Covered: • QSBS (Qualified Small Business Stock) Changes – Learn how the new 3-, 4-, and 5-year holding periods, the increased $75M asset limit, and the higher $15M exclusion can dramatically improve after-tax proceeds for MSP owners planning a sale. • QBI Deduction for S-Corp MSPs – The 20% Qualified Business Income deduction is now permanent. We explain how MSPs qualify, how W-2 wages affect your deduction, and how to optimize salary vs. distribution strategy to maximize your QBI benefit. • R&D Expensing for MSPs and IT Service Firms – The return of immediate R&D expensing has the potential to significantly reduce taxable income for MSPs investing in internal software tools, automation, cyber capabilities, and AI development. • 163(j) Interest Deductibility (EBITDA Is Back) – OBBBA restores EBITDA for interest-deduction calculations, making leveraged acquisitions and growth financing more attractive. This matters for MSPs doing roll-ups or selling to buyers using debt. Why This Matters for MSP Owners OBBBA’s tax changes affect annual cash flow, business valuation, deal structure, and exit readiness. Whether you're planning an acquisition, considering QSBS before a sale, or optimizing tax strategy inside an S-Corp, the new law offers significant opportunities—if you know how to use them. Hosted by Madhur Duggar, Senior M&A Advisor at Excendio Advisors, specializing in MSP M&A, valuations, and exit preparation. To learn how we help MSPs grow or exit, reach out at madhur@excendio.com or connect on LinkedIn.  Madhur Duggar is a Senior M&A Advisor at Excendio Advisors and focuses on IT Services Reach out to Madhur at Madhur@excendio.com or 212.731.4230   Book an Appointment with him on his LinkedIn at (34) Madhur Duggar | LinkedIn Check out Excendio Advisors and our amazing content at www.excendio.com Reach out to Dave Wanis on his LinkedIn at (39) Dave Wanis | LinkedIn  www.linkedin.com/in/madhur-duggar

    14 min
  4. 11/12/2025

    Asset or Stock Sale? The Tax Decision That Defines Your Exit with Dave Wanis, Principal at Weaver

    Most MSP owners spend years building their business but only a few hours thinking about how to sell it. That’s a problem — because the structure of your sale, not just the price, determines how much of that check you actually keep. In my latest M&A Insights conversation with Dave Wanis, Tax Principal at Weaver, we unpacked how deal structure can quietly swing your after-tax outcome by seven figures. Asset Sales: Painful for Sellers, Profitable for BuyersFrom a seller’s perspective, asset sales usually mean higher taxes. They can trigger both corporate and individual-level taxation and reclassify part of your gain as ordinary income — taxed up to 37%. But for buyers, asset deals come with a major advantage: a stepped-up basis that allows them to depreciate or amortize the assets they just purchased. Smart sellers know this — and negotiate to capture part of that buyer benefit in the purchase price. The Hidden $1 Million in GoodwillUnder current rules, the buyer can amortize goodwill from an asset purchase over 15 years. For a $10 million MSP, that goodwill deduction can be worth close to $1 million in present value — but only if it’s an asset sale. Pro tip: ensure your MSAs and client contracts are assignable before you go to market. Otherwise, that goodwill advantage could vanish during due diligence. Stock vs. Asset vs. F-Reorg: Finding the Middle GroundHere’s the tradeoff: Stock sales yield lower taxes for sellers.Asset sales yield higher deductions (and thus higher value) for buyers.F-Reorganizations can give you both — a clean legal stock sale that’s treated like an asset sale for tax purposes.Dave calls these “have-your-cake-and-eat-it” structures, but they need early planning and the right tax counsel to execute. Cash Isn’t Always KingIt’s tempting to take all-cash at close. But remember: cash is immediately taxable, while rollover equity lets you defer taxes and participate in future upside. In a high-rate environment, that deferral can be extremely valuable — especially if you believe the acquirer’s equity will appreciate over time. The TakeawayDon’t wait until you have an LOI to think about tax structure.  As Dave put it, “Once you know you’re going to sell, start the conversation — even if the sale is five years away.” Because in M&A, the difference between a good deal and a great one often comes down to how it’s structured, not just how it’s priced. Madhur Duggar is a Senior M&A Advisor at Excendio Advisors and focuses on IT Services Reach out to Madhur at Madhur@excendio.com or 212.731.4230   Book an Appointment with him on his LinkedIn at (34) Madhur Duggar | LinkedIn Check out Excendio Advisors and our amazing content at www.excendio.com Reach out to Dave Wanis on his LinkedIn at (39) Dave Wanis | LinkedIn  www.linkedin.com/in/madhur-duggar

    16 min
  5. 11/02/2025

    Why is Your Finance Function Worth Two Turns of EBITDA? With Brandi Bonds Managing Partner at Next Level Now

    Most MSPs run their business from the bank account. And that’s exactly why they leave money on the table. In this episode of M&A Insights, Brandi Bonds — Managing Partner at Next Level Now — breaks down how to turn your financials into your competitive advantage. If you’re an MSP owner who’s great at operations but still flying blind on finance, this one’s for you. Here are some of her mic-drop moments 👇 The sale of your business comes down to whether you make money. It may be about clients and employees for you, but it still needs to translate into profits. If finance isn’t one of the legs on your stool, you won’t be a high-performing MSP. Treat finance as a growth driver, not an afterthought. The best MSPs close their books monthly, practice accrual accounting and forecast within five percent. That’s what confidence looks like to a buyer. If you track your numbers with discipline today, you’ll have options tomorrow..  A data room isn’t just for buyers — it’s for you. It’s how you prove you’re running a serious business. Data-driven clarity will add points to your margin and turns to your multiple. Most MSPs have a PSA problem, not because of the software — but because they don’t use the data to run the business. MSPs focus on operations not on finance. Use technology strategically. If you’ve collected $200K of advanced revenue but your bank account is at $100K you’re living off money you haven’t earned and buyers will catch that Clean add-backs, accrual books, and revenue recognition alone can add 1–2 turns to your EBITDA multiple. Know your Staff utilization. Utilization is down from 85%-90% to 50%-60% and it is killing margins. Low staff utilization is one of the biggest money losers. Know your add backs and take them because buyers won’t do that for you! Don’t wait for buyers to tell you what your add backs should be. If someone says they are a CFO and they will get your books closed they are not a CFO. They are a controller. Get the right level of strategic help for your stage. Madhur Duggar is a Senior M&A Advisor at Excendio Advisors and focuses on IT Services Reach out to Madhur at Madhur@excendio.com or 212.731.4230   Book an Appointment with him on his LinkedIn at (34) Madhur Duggar | LinkedIn Check out Excendio Advisors and our amazing content at www.excendio.com Reach out to Brandi Bonds on her LinkedIn at (22) Brandi Bonds | LinkedIn  www.linkedin.com/in/madhur-duggar

    28 min
  6. 10/13/2025

    Sole Prop, S-Corp, or C-Corp? Demystifying Early Tax Strategy for Founders - With Dave Wanis, Partner at Weaver

    Madhur@excendio.com | 212.731.4230 | Book an Appointment Here (34) Madhur Duggar | LinkedIn    M&A Insights New Podcast Episode Drop! 💡 Founders: Choosing between a Sole Prop, S-Corp, or C-Corp can make or break your tax strategy. I sit down with Dave Wanis, Tax Principal at Weaver, for the first episode in a series we’re doing together on tax strategy for entrepreneurs. 💡 This episode is titled:  “Sole Prop, S-Corp, or C-Corp? Demystifying Early Tax Strategy for Founders” 🎙️ Dave put it best: “The most tax-efficient thing you can do is talk to an advisor early and often.” 🔑 Key Takeaways: Plan Early, Review Often: The biggest founder mistake? Setting up an entity on Day One and never revisiting it. Your structure should evolve with your business.Flexibility of LLCs: LLCs aren’t just one thing — they can be taxed as a Sole Proprietorship, Partnership, S-Corp, or C-Corp. Choices will vary depending on many moving pieces including current and future profitability, salary needs and exit horizon   Self-Employment Tax Surprises: Sole proprietors often miss that 100% of income is subject to self-employment tax — a costly mistake if you’re not prepared.S-Corp Advantages: With S-Corps, founders must pay themselves a salary, but profits above that can avoid employment tax — creating real tax savings.State Nexus Risks: Expanding across states? Watch out for state income, payroll, and sales taxes. Ignoring “nexus” is one of the biggest red flags Dave sees in diligence.Investor Readiness: Entity choice today impacts investor interest tomorrow. Acceptance of S-Corps is increasing although recent regulatory changes are making C-Corps more attractive.This is just the start — we’ll be diving into more advanced topics with Dave in upcoming episodes (think asset vs. stock sales and Section 1202). Madhur Duggar is a Senior M&A Advisor at Excendio Advisors and focuses on IT Services Reach out to Madhur at Madhur@excendio.com or 212.731.4230   Book an Appointment with him on his LinkedIn at (34) Madhur Duggar | LinkedIn Check out Excendio Advisors and our amazing content at www.excendio.com Reach out to Dave Wanis on his LinkedIn at (39) Dave Wanis | LinkedIn  www.linkedin.com/in/madhur-duggar

    15 min
  7. 08/04/2025

    What Every MSP Should Know About Financial Due Diligence Before Going to Market

    Madhur@excendio.com | 212.731.4230 | Book an Appointment Here (34) Madhur Duggar | LinkedIn I sit down with Dan Brumwell Partner in Weaver’s Transaction Advisory Group to discuss Financial Due Diligence, a key component of the due diligence process.  Below are the questions discussed, along with a high level summary of the answer. Enjoy!  1. Weaver Background 2. Quality of Earnings (QoE): The Basics Q: What is a QoE and why is it important? Q: What are core components of a QoE? Q: How is revenue broken down (monthly vs. annual)? Q: What if data isn’t easily available? Q: Can QoE show profitability per customer?   3. Audited Financials vs. QoE Q: How is a QoE different from audited financials? 4. Common Adjustments in MSP QoEs Q: What adjustments do you typically make? 5. Key Metrics and Red Flags Q: What financial red flags do you often find?  Q: How do you handle churn metrics? 6. Net Working Capital (NWC) Essentials Q: What is NWC and why is it important?  Q: How is NWC calculated?  Q: Common seller misunderstandings? 7. Process & Client Communication Q: What does a typical engagement look like?  Q: Who participates in diligence calls?  Q: What if info is hard to get?  Q: How do you handle tight deadlines? 8. Seller-Side QoE: Why It Matters Q: Why should a seller do a QoE report?  Q: When should MSPs do this? 9. Market Trends & Future of Diligence Q: What trends are you seeing?  Q: Will QoE become fully automated? 10. Final Tips Q: What’s your advice for MSPs thinking of selling? 🎧 Tune in now to learn how to own your financial due diligence process. Madhur Duggar is a Senior M&A Advisor at Excendio Advisors and focuses on IT Services Reach out to Madhur at Madhur@excendio.com or 212.731.4230   Book an Appointment with him on his LinkedIn at (34) Madhur Duggar | LinkedIn Check out Excendio Advisors and our amazing content at www.excendio.com Reach out to Dan Brumwell on his LinkedIn at (30) Dan Brumwell, CPA | LinkedIn    www.linkedin.com/in/madhur-duggar

    51 min
  8. 08/03/2025

    Demystifying the Listing Agreement: What Every Seller Should Know Before Signing

    Madhur@excendio.com | 212.731.4230 | Book an Appointment Here (34) Madhur Duggar | LinkedIn You’ve decided to sell your business and have finally selected an M&A advisor to help you through the process. Then comes the listing agreement—and suddenly things get murky. Why is it exclusive? Why the hefty fees? Why are you bound to it for a year—and what exactly is a tail period? If you’ve ever reviewed a listing agreement, you’ve likely asked these questions. Here’s a simple, jargon-free breakdown of what you’re signing and why it’s structured that way. 1. Exclusivity: Why It Matters Exclusivity means you agree to work only with one advisor during the sale process. It may seem limiting, but it actually protects your interests. Multiple advisors reaching out to the same buyers can cause confusion, damage your credibility, and weaken your negotiating position. Exclusivity also ensures that all buyer inquiries go through your advisor—helping them build a competitive market for your firm. Even if a buyer comes directly to you, referring them to your advisor allows that interest to be leveraged to raise your valuation. 2. Fee Structures: Are They Fair? Most M&A advisory fees follow a “success fee” model—a percentage of the final sale price that decreases as the deal size increases. While some advisors charge retainers and expenses upfront, others like Exendio Advisors often work on a success-only basis. To put it in context: when selling a home, you might pay 5% in broker fees—even though the listing is on Zillow. In contrast, selling a business is significantly more complex and requires deeper expertise, networks, and months of dedicated effort. Considering the value an experienced advisor brings; the fees are often well-justified. 3. The One-Year Commitment: Why So Long? Most agreements have a one-year term—but that doesn’t mean it’ll take that long. The goal is to close within 4 to 6 months. The one-year period provides a buffer in case of delays from market volatility or business changes (think: COVID-19 disruptions). It ensures your advisor can see the process through without unnecessary resets. 4. The Tail Period: Protecting Market Leverage The tail clause usually extends for two years after the agreement ends. It requires that if a buyer—introduced during the listing period—comes back later to do a deal, the advisor still gets compensated. Why? Without a tail, buyers could just wait out the agreement to avoid paying a fee. That undermines your ability to build a competitive buyer pool. The tail keeps the playing field level, ensuring all serious buyers engage during the active process and you retain maximum leverage. Final Thought: Listing agreements may seem intimidating at first glance, but when understood properly, they’re designed to protect your interests and maximize your outcome. Always ask questions, and make sure you’re comfortable with the terms—but know that most of these clauses are standard and serve a strategic purpose. Embarking on your MSP’s Build-Prepare-Exit journey needs planning from inception to exit. Too many MSP founders are getting to their exit gates and finding they don’t have all the pieces they need for a successful sale. If you are navigating through the challenges of growing your business and planning for an eventual exit, we invite you to connect with Madhur Duggar, Senior Advisor at Excendio Advisors. Email: madhur@excendio.com     www.linkedin.com/in/madhur-duggar

    16 min

About

My name is Madhur Duggar and I work in the M&A space for the Software and IT Service companies and this is my podcast series M&A Insights. If you are interested in having a conversation around the strategic direction of your firm, are looking to grow your book and want some marketing and business development help or are an investor looking to make an acquisition in this space, write to me at podcastwithmadhur@gmail.com or reach out to me on Linkedin at www.linkedin.com/in/madhur-duggar.