Modern M&A: The Critical Variables Driving Today’s Acquisition Strategies

What’s the motivation to be an active player among dealers seeking to grow through mergers and acquisitions (M&A)? Let’s kick around some of the more obvious reasons:

Is it the desire to scale to a certain revenue or profit level? Is it a quest to expand the geographic footprint? Or add competency via a new product or service offering? Maybe dominate a given market? Is it geared toward obtaining star performers who can boost the sales and service departments? Could a new crop of customers benefit from the buyer’s array of products and services? Is it about supplementing organic growth?

It’s easy to speculate, but even easier to ask the M&A mavens. For our April State of the Industry focus on M&A, we turned to some of the industry’s most prolific wheelers and dealers to share their motivations and views on the most critical elements of transacting deals in 2025. Here are some of the high-level observations/conclusions that are driving the transaction market:

• Despite a downturn in completed deals compared to two years ago, most dealers feel their pipelines are yielding ample opportunities.
• EBITDA multiples, just one of the determinants for arriving at fair market value for transactions, have trended downward the past two years.
• Sellers appear to be more attuned to what the market is bearing. The need to set expectations isn’t as great as it once was, although there will always be sellers with an overinflated sense of value.
• In an era of high/fluctuating interest rates, there appears to be a growing trend among buyers toward financing deals through their own resources.
• Cultural fits are more vital than ever, particularly for those active buyers constantly striving to maintain their stated core values.

Be sure to check out our companion article on page 26 that outlines the factors that can cause deals to fall apart, while also examining the makeup of a near-perfect transaction.

Service Sympatico

As one of the leading M&A players in the office technology ecosystem, UBEO Business Services follows fairly straightforward investment criteria. If a seller is a strong proponent of delivering the premier customer service experience, then it’s aligned with the Austin, Texas-based megadealer. UBEO targets candidates within or near its existing geographical footprints but is amendable to strategic opportunities that can serve as an effective launching pad for market expansion.

Travis Sheffield, UBEO’s vice president of acquisitions, points out the company maintains a robust pipeline with more viable candidates as opposed to two years ago. “New prospects continue to emerge, and many past acquisition candidates stay in touch while they navigate their future goals for themselves and their companies,” he said.

Sheffield sees market conditions, including higher interest rates and the post-COVID recovery of selling businesses, wielding influence throughout the acquisition landscape across all industries as opposed to being office technology centric. UBEO prefers a more conservative approach with its acquisition criteria to mitigate new risks. By focusing on candidates that offer considerable organic growth potential, the dealer can bring its abundant resources and investments into the fray and produce opportunities to widen activity within the newly acquired client base.

Ultimately, sellers seek a buyer that is growing in meaningful ways and will prioritize the well-being of their customers and employees.

– Travis Sheffield, UBEO Business Services

Economic conditions have compressed EBITDA multiples to a degree across private transactions in all industries, according to Sheffield. Seller expectations reflect this; he credits dealer execs with being well attuned to market conditions, thus they’re increasingly coming to the table with reasonable expectations in terms of value. Another variable that minimizes misgivings about company valuations is the strong cast of industry-specific brokers and consultants dispensing accurate guidance for potential sellers, helping to establish expectations when they pursue a sale.

“UBEO approaches potential sellers with flexibility, tailoring our process to align with their personal and business goals,” Sheffield said. “For owners looking to retire quickly, we typically request a six-month transition period to ensure a smooth integration for employees and customers. We also welcome owners who wish to stay longer or even continue growing their careers within UBEO.”

Beyond the numbers, Sheffield notes sellers are seeking a buyer that will offer holistic care for the business and its personnel. “While most buyers tend to value companies similarly, the decision often comes down to cultural alignment and who will best uphold the legacy of the business you’ve built,” he added. “Ultimately, sellers seek a buyer that is growing in meaningful ways and will prioritize the well-being of their customers and employees.”

Emerging Player

One dealer that has greatly enhanced its M&A profile in recent years is Doceo, a York, Pennsylvania-based firm. The company was founded in 2004 by industry veterans John Lewis, Christian White and David Bryson. It’s essentially an East Coast version of suburban Seattle dealer Kelley Create in a number of ways: a multi-line OEM carrier focused on identifying targets with revenues in the $1 million to $5 million range that match its business model and growth strategy. The main thrust for Doceo is identifying acquisition candidates that stand to benefit from the operational efficiencies and strategic integration.

Jim Haney, chief marketing officer for Doceo, points out that its acquisition pipeline includes eight potential additions in various stages of engagement, with a continued focus on expanding. Earlier in 2025, the dealer obtained Unison Business Solutions of Baltimore and added another firm from Charm City, Document Solutions, in 2024. In 2022, Maryland dealers Reliable Office Technologies and Business Machines Inc. joined the fold.

Also, Doceo is able to finance acquisitions from its own resources with no reliance on outside capital. “The success of our first four acquisitions between 2018 and 2022 significantly shaped our approach,” he pointed out. “Each of these deals contributed positively to our overall financial health and P&L, reinforcing our ability to execute successful integrations.”

Haney points out there’s been a notable shift in seller expectations, with many sellers content with 3.0X to 3.5X adjusted EBITDA—a marked reduction in the past two years from previous valuations. But while Doceo is amendable to executives who are looking for an exit, the preference is to have the seller’s leader remain on board. It’s not a small consideration.

The success of our first four acquisitions between 2018 and 2022 significantly shaped our approach. Each of these deals contributed positively to our overall financial health and P&L, reinforcing our ability to execute successful integrations.

– Jim Haney, Doceo

“When evaluating acquisitions, we prefer sellers who are open to staying involved—at least for a defined transition period,” Haney remarked. “If two dealerships are otherwise equal, we prioritize the one with a more collaborative and engaged dealer/owner.”

Master Consolidator

Few dealers have the M&A pedigree enjoyed by DEX Imaging, mainly because it’s not the first transaction rodeo for the firm’s thought leadership tandem of Dan Doyle and Dan Doyle Jr. Between them, they have decades of experience in transacting office technology deals. And perhaps the biggest agreement the Doyles ever pulled off was the 2024 repurchase of the company (in tandem with private equity firm Gamut Capital Management) from Staples after a five-year journey under the guidance of the office superstore giant.

While the freedom to guide their own M&A destiny is perhaps the biggest difference in the past two years, little else has changed. Doyle Jr. notes the pipeline isn’t more fertile or barren, although some of the candidates being considered by Tampa, Florida-based dealer are more robust size-wise. While higher interest and rate fluctuations have put a drag on what buyers can pay, the manufacturer lines carried by the prospects tend to have a greater influence on engagements DEX pursues.

We’re in a mature industry that’s flat to a 1% decline, so the days of big multiples have gone away.

– Dan Doyle Jr., DEX Imaging

Doyle Jr. believes seller expectations have been somewhat muted. “We’re in a mature industry that’s flat to a 1% decline, so the days of big multiples have gone away,” he said. “I think people are making fair offers on good, solid businesses.”

In terms of executive retention from deals, it’s a bit of a mixed bag. “We’re fine either way with the owners staying or moving on,” Doyle Jr. added. “We’ve had some owners stay with us after we acquired their business—I think the longest has been 13 years and counting. And we’ve had some say goodbye when we close [the deal]. It depends on the individual.”

Measured Approach

Atlantic Tomorrow’s Office of New York City employs a fairly defined investment criteria. Beyond financial metrics, the Big Apple dealer seeks out acquisition candidates that dovetail with its corporate culture, have a solid leadership team in place and boast a sticky client base that corresponds with its technology client profile. Jason Weiss, executive vice president and chief operating and legal officer, feels clean and reliable data and system/application/partner overlap are critically important as well.

As the number of quality available candidates go, so goes Atlantic Tomorrow’s Office’s M&A fortunes. Being an independent dealer with no shareholder base in need of satisfying, Weiss and Co. have the luxury of being highly discerning. Thus, they can wait to identify opportunities in which the deals add substantial value beyond the sum of its parts. In a sense, Atlantic Tomorrow’s Office can let the market come to them.

When a selling owner’s values and philosophies are aligned with ours, it can facilitate the integration of people and increase the probability of success.

– Jason Weiss, Atlantic Tomorrow’s Office

“We also have the luxury of time—we can take a methodical and long view on integration, benefiting employees and customers,” Weiss said. Of seller notes, he observed, “We’re big fans of creative deal structuring, so we can customize deals to meet the objectives of the individual seller.”

In terms of market conditions, Weiss pointed out that interest rates and political/economic uncertainty have created modest downward pressure on EBITDA multiples. The preference is to have the acquiree’s former chief executive make the transition and join Atlantic Tomorrow’s Office as well. Weiss points out that he tends to spend a significant amount of time with the seller’s owner, someone who generally is a “barometer for the broader company culture.”

The dealer’s track record with maintaining seller principals has been validated repeatedly. “When a selling owner’s values and philosophies are aligned with ours, it can facilitate the integration of people and increase the probability of success,” Weiss noted. “In those cases, it can be extremely helpful to have the selling owner remain with the company. This has been a longstanding Atlantic philosophy, and we have on our team former owners from deals over the past decade, with one that just retired after a deal nearly 20 years ago.” 

Hot Streak

Although the dealership has existed since only 2017, WiZiX Technology Group has enjoyed an impressive run of transactions that amount to one per year—eight in all, counting October 2024’s addition of Carbon Copy (No. 9 was expected to close around press time). WiZiX employs an adaptable investment criterion with a preference for organizations that have solid foundations. That includes candidates with valuable personnel in sales and service, which can be something of a rare commodity, notes Eric McIntosh, WiZiX’s senior vice president.

Tapping into the big things/small packages adage, McIntosh feels some of the best opportunities involve dealers with revenues that fundamentally aren’t needle movers. “We’re particularly excited about smaller dealers, often generating a couple million or less in annual revenue, where we see opportunities to build on what’s already there, whether they’re highly profitable or just starting to unlock their potential,” he noted.

We’re particularly excited about smaller dealers, often generating a couple million or less in annual revenue, where we see opportunities to build on what’s already there, whether they’re highly profitable or just starting to unlock their potential.

– Eric McIntosh, WiZiX Technology Group

Finding an optimal fit can be a difficult proposition for WiZiX. McIntosh notes that dealers are increasingly adding more manufacturers to their product catalogs, which can be problematic for a dealership that doesn’t want to stray beyond its current line(s). Another prospect space that WiZiX is particularly cautious to explore is a dealership outside its geographical footprint of northern and central California, the Bay area and northern Nevada. And the dealer parts from many of its contemporaries in preferring the outgoing owner to exit the business.

“If we’re going to expand outside our existing footprint with an acquisition, there would have to be some very compelling reasons to do so,” he noted.

McIntosh pointed out that although his dealership has completed just one deal that included a carryback note, he sees seller notes as being potentially helpful in structuring an investment. Such a scenario could arise when WiZiX is convincing the owner to remain on board during a transitional period.

While WiZiX hasn’t seen a marked shift in seller expectations, McIntosh notes they sometimes tend to attach an inflated value to their business that’s more in line with their ideal retirement numbers as opposed to an accurate representation of the company’s market value. “Usually one of our biggest hurdles in getting a deal done is managing expectations from the seller,” he remarked.

In terms of EBITDA multiples, many factors can influence the range, McIntosh added. “A regional dealer with double-digit growth and high net operating income is going to bring a much higher multiple than a small local dealer with an owner doing all the sales,” he said. “It really varies from deal to deal.”