Why You May Want to Reconsider Your Industry Roll-up Strategy
May 9, 2024
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Exploring the trend of industry roll-ups, challenges of fragmentation, post-acquisition integration, financing strategies, M&A growth considerations, and skeptical views on consolidation theses within the search fund ecosystem.
Consolidation in industries can offer benefits like acquiring smaller companies at lower multiples and achieving economies of scale in larger entities.
Implementing consolidation strategies can be complex due to integration challenges, risks of M&A failures, and considerations on financing structures in search fund investments.
Deep dives
Acquisition Thesis in Fragmented Industries
Acquiring a single larger platform company followed by smaller bolt-on companies in fragmented industries can provide multiple benefits. Smaller companies in fragmented industries often trade at lower multiples, offering opportunities for arbitrage. Additionally, economies of scale in larger consolidated entities can lead to substantial economic advantages. This consolidation strategy has gained popularity in sectors like home services, with HVAC, landscaping, and plumbing, presenting consolidation opportunities.
Challenges of Consolidation Execution
Implementing consolidation strategies can be challenging due to the complexities of integrating multiple acquisitions successfully. Data suggests that a significant percentage of M&A deals fail to achieve their intended goals. Bandwidth constraints, single point of failure risks, and the dilemma of multiple small acquisitions versus a single large one are key considerations. Personal motivations emphasizing deals over integration can pose additional risks.
Financing Strategies for Inorganic Growth
Financing subsequent acquisitions in search fund investments often involves a mix of equity and debt. Two main financing structures, deal by deal and committed capital vehicles, offer different levels of certainty and flexibility. Considerations include alignment of timelines, dilution concerns, and the balance between operator certainty and investor flexibility. Evaluating consolidation opportunities requires assessing the platform company's attractiveness, risk-adjusted economics, and incentives driving acquisition pace.
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Though pursuing the consolidation of an industry is not necessarily a new thesis within the search fund ecosystem, I have observed that it has become increasingly popular over the past few years among prospective searchers. Though there have been, and will continue to be, many consolidation success stories within the search fund ecosystem, I suspect there will be an equal number of failures, though this latter outcome will surely be much less publicized. Though I’m not against consolidation theses in and of themselves, I do find myself more skeptical than most when presented with one. In today’s blog post, I’ll attempt to explain why
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