MSP+ v. Bielanski: The Roll-Up Paperwork That Didn't Match

Dave Sobel (0:02)

Five firms merged into one in 2023, and the merger agreement listed a $700,000 SBA loan as a debt the new company would take on. Both sides now agree the borrower of record wasn't the company that list name. Now, they're in federal court over who has to pay it. This is The Business of Tech, I'm Dave Sobel.

Before the story, a disclosure. I own Small Biz Thoughts and IT Service Provider University, which sell community and education to MSP owners, including a mergers and acquisition course taught by James Kernan. James knows people on both sides of this case, and wasn't involved in any of the businesses in it. MSP Plus sells advisory and leadership work to the same MSP owners, so I'm reporting on a company and a market I compete in. This story also ends on lessons about how deals get done, a subject my business sells a class on. And I know MSP Plus' CEO, Brett Jaffe, and several others on his leadership team professionally from the MSP community, and I know Adam and Nicole Bielanski from the MSP community as well. Weigh my conclusions with all of that in mind. The facts come from the court filings.

MSP Plus, the consultancy formed in 2023 by combining five firms that advise managed service providers, is suing Adam Bielanski, its founding CEO, along with his wife Nicole Bielanski, and three companies tied to them. The suit says the company misrepresented the finances of the largest firm in the merger, left MSP Plus paying a federal disaster loan it never legally owned and took company data when they left. The Bielanskis deny the claims and have counter-sued. They say MSP Plus took on the loan as part of the deal, then stopped paying it, pushing it into default, and that the company owes them at least $175,000 in deferred pay. The case, MSP Plus OS Inc vs. Bielanski, No. 226CV 02620, was filed August 20th in Federal Court in Las Vegas. None of the claims on either side has been tested in court. Both filings, MSP Plus' complaint and the Bielanski answer and counter-claims are posted in full with this story at Businessof.Tech.

MSP Plus OS Inc was incorporated in Nevada on August 24th, 2023, On September 30th, it merged five businesses, Sierra Pacific Group, ConnectStrat, Stack Advisors, XPM2 Partners, and Delta Vita. The owners were paid in MSP Plus' stock rather than cash. Adam Bielanski, CEO of Sierra Pacific Group, or SPG, became MSP Plus' first chief executive. Nicole Bielanski was SPG's chief revenue officer and joined MSP Plus' initial board. According to Bielanski's counterclaim, MSP Plus issued 200,000 shares at $29.96 each, a total of about $6 million. SPG's contributed assets were valued at $2.72 million, the largest of the five. And Bielanski's holding company received 22.68% of the stock. Seven months later, that valuation was revised. The counterclaim says that in April 2024, MSP Plus' finance lead told shareholders SPG quote, actually had significant negative EBITDA and liabilities, end quote, and proposed revaluing it. The shareholders then approved restructuring the company's stock, raising the share count from 200,000 to 900,000 and cutting the Bielanski's stake to 17.35%.

Brett Jaffee replaced Adam Bielanski as CEO in January 2025 Bielanski stayed on as Chief Community and Ecosystem Officer until he resigned effective December 31, 2025 Nicole Bielanski's employment ended in July 2025 according to the counterclaim.

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MSP Plus' complaint says the Bielanskis induced the merger with misleading figures about SPG. It cites a September 13, 2023 email from Adam Bielanski saying SPG was, quote, back to 15% profit and trending higher, end quote, and a pre-closed financial summary describing 80% of SPG's revenue as monthly recurring. MSP Plus says several of those engagements were actually fixed term projects, some already ending or ended, and that projects billed in advance left MSP Plus to deliver the work with no revenue against it. MSP Plus also says SPG could not meet its December 2023 payroll. That shortfall was disclosed on December 22, days before launch, and a shareholder covered it with a $200,000 bridge loan. The complaint quantifies the damage. It says monthly revenue lines of about $133,000 present in January 2024 were gone in January 2026 Staff fell from about 61 at the merger to about 24, with more than $250,000 in severance, and the company carries a credit line of about $454,000. The complaint calls the sale MSP Plus had planned, no longer realistically available on the terms originally anticipated.