Disclaimer: Unless noted otherwise, views and analysis expressed here are the author's own and based on public sources. The article is intended for informational and entertainment purposes only. This is not financial advice. Please consult a professional for investment decisions.

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My favourite session from the recent Redeye Serial Acquirer Conference in Sweden (full writeup) was Jeff Totten’s presentation about Evergreen Services Group. For those of our readers who are not familiar with Evergreen, it is a serial acquirer of IT services businesses. It was founded in 2017 by Jeff Totten and Ramsey Sahyoun and is backed by Alpine Investors.  

Even though Evergreen is best known as a rollup of US Managed Service Providers (MSPs), 150 acquisitions later, it’s actually way bigger than that. A multinational HoldCo with 3 verticals: Lyra (the original MSP rollup); Pine (ERP implementation partners); and Cedar, which services US government agencies. 

9 years in, Evergreen is a tech services juggernaut:  

• 3 divisions

• $1.5B in revenue growing 30-40% YoY (o/w 10% organically)  

• $250M in EBITDA

Source: Evergreen

In the next 4 years, Evergreen aims to 3x revenue and 4x free cash flow, to $5B and $1B, respectively. How’s that for a stretch target?

In Part 1 of our Evergreen deep-dive, we share 7 learnings on their journey from 0 to $250M EBITDA:

1. You don't need to be “senior” to start a rollup

2. How Evergreen serendipitously landed on the MSP thesis YEARS before serious competition

3. How to build an M&A Machine capable of closing 50 deals / year

4. What being “maniacally” focused on organic growth really means

5. How Evergreen’s decentralised model works in practice

6. Why Jeff, Ramsey & Co are not afraid of AI

7. Mastering compounding takes time

Also, stay tuned for Part 2: my interview with Evergreen cofounder and Head of M&A Ramsey Sahyoun! 

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This week’s sponsor is Strada Partners: builders of market-leading platforms in software, healthcare, and business services. Strada is Alpine’s European soulmate. Ready to build tomorrow’s Evergreen? Then apply for Strada’s LV8 programme - or simply hit reply!

1. You don't need to be “senior” to start a rollup

Jeff and Ramsey met while working at the Private Equity firm Alpine Investors:

Ramsey, left and Jeff, right

Yes, that Alpine: a Buy & Build powerhouse with an established Executive-in-Residence programme. Still, the initiative came from Jeff and Ramsey, who pitched the business case to Alpine’s Founding Partner Graham Weaver after attending the 2017 Berkshire Hathaway AGM. 

As Jeff put it: 

“On the way back home, I typed out an email to Graham during a layover in Denver and proposed creating a permanent entity within Alpine that could follow our playbook for acquiring and growing small businesses - but then not sell them… The next day I met with Graham for lunch and then I met with Dan Sanner, who has been my mentor at Alpine and is now our board lead at Evergreen. We decided to put a proposal in front of the partnership. A couple of weeks later, Evergreen was off to the races”. 

Alpine’s endorsement was not a foregone conclusion. After all, Jeff was only 26 and Ramsey 25.  Now all they needed was an industry to go after!

2. How Evergreen serendipitously landed on the MSP thesis YEARS before serious competition

The way Ramsey described the ideation process, “Every Friday we'd go to Jeff’s apartment or a coffee shop across from Alpine’s offices [to work on the concept]. We had no idea what industry we were going to focus on”. 

The team went industry by industry. At first, they were put off by IT services due to perception of project-based, lumpy revenue structure. Serendipitously, a conversation with Wolf Consulting, a Pittsburgh, PA based MSP with a 30 year track record, convinced Ramsey that “the value proposition had shifted from time and materials to a true recurring revenue business”. 

This was Core Insight #1. To understand why the industry has evolved that way, let’s hear it from Gregory Zolkos, an MSP founder-turned-Evergreen executive: 

“The company was originally formulated to handle IT, accounting, and HR for a gentleman I had worked for over the course of 10 years. During the real estate crash in 2006 that company could no longer afford to pay me, so I began providing IT consulting services to external customers. I built that model up over time, moving away from billable-per-hour services” (source).  

Cue Core Insight #2: larger, regional players were poised to take market share of the SMB spend by delivering better service at scale. In fact, Evergreen’s early research showed that whereas most MSPs were eking sales growth of 9%, for larger firms the corresponding figure was 15-20%. This insight informed Evergreen’s subsequent strategy of creating regional platforms (more on that later). 

In January 2018, Evergreen acquired Wolf, thus firing the starting gun on the M&A marathon that has continued unabated to this day. Even though the idea of rolling up small outsourced IT services providers wasn't novel (after all, 20MSP has been around since 2013), PE-backed competitors were notably absent from the market.    

3. How to build an M&A Machine capable of closing 50 deals / year 

Evergreen seeks businesses that have:

• $3M+ in revenue with low customer concentration and >50% recurring revenue

• $500K+ in EBITDA (after normalising for the owner’s salary)

Years of nurturing M&A expertise have got Ramsey’s team to a point where they crank out a deal a week. In 2025, Evergreen notched up 47 acquisitions - double the number the previous year (25). 80% of Evergreen’s deal flow is proprietary, honed through years of painstaking relationship building. With 12 FTEs solely dedicated to MSP M&A (source), it’s not a cheap setup, but whenever there’s an opening, Evergreen moves fast! 

Take GadellNet, a St. Louis based MSP acquired in 2022. Ramsey “got in contact [with the founder] in 2017, but that wasn’t the right time to consider selling. So, we continued to check in, were persistent over 5 years and finally in 2022 he called me and said ‘my other partners are open minded to selling. If you’re ready to talk about this we have to move quickly’. We ended up signing an LOI the following week and closed the deal within 2 months”. 

4. What being “maniacally” focused on organic growth really means

As the aggregator got bigger and more confident, the emphasis shifted from “not buying businesses and not messing them up” (source) to having a well-articulated value creation plan for every acquisition. As Ramsey put it, “Organic growth is top priority. Acquisitions only make sense if the businesses are growing.” Remember Wolf Consulting? Between 2018 and 2023, the business quadrupled even as the founder stepped back. 

Access to talent has been a key driver of organic growth in the double digits. Inspired by Alpine’s Entrepreneur-In-Residence (EIR) programme, Evergreen developed its own: a bench to draw on to populate new acquisitions. 

Being open-minded has allowed Evergreen to recruit top performers like Armando Huerta whose CV included stints at ExxonMobil and at Deloitte (but zero IT services experience). In 2023, Armando was parachuted into i-Tech, a Florida based ERP consultancy, as VP Growth, months after joining Evergreen’s EIR programme. Within months of the deal closing, i-Tech’s founders retired and Armando was promoted to the CEO. 

Here’s what Armando did next (source):

• Expanded Sales team from 0 and $300K sales pipeline to 7 dedicated FTEs and a $1.2M pipeline

• Enabled lower-level executives to network within Evergreen and to enhance their knowledge 

• Acquired a niche vendor to the lawn and landscaping industries    

How did he figure it out? 

5. How Evergreen’s decentralised model works in practice

Evergreen maintains a relatively lean central team of 45 FTEs providing shared services including M&A and Finance. From the get-go, there was clear division of labour at the leadership level:

• Jeff focusing on investment thesis and vision

• Ramsey focusing on investment cultivation

• Brad Wittmer (President and COO) leading the collective businesses post-close

Evergreen does not centralise tech stacks but “provides expert resources and playbooks recruiting, sales, marketing, and finance” (source). 

Disclaimer: Unless noted otherwise, views and analysis expressed here are the author's own and based on public sources. The article is intended for informational and entertainment purposes only. This is not financial advice. Please consult a professional for investment decisions.

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We've been running Serial Acquirer Summits for nearly 3 years now. During this time, we’ve witnessed attendance snowball as the European ETA community took off. To keep up, we've been constantly tweaking the format to deliver better content, higher impact networking - and above all, the nudge / inspiration to step out and do your thing. We've hosted an AI Rollup Summit. A UK-focused Summit. A (sold-out) DACH-focused Summit is around the corner. 

It was only a matter of time - and finding the right partner - before we added a US conference to the roster. That partner is Edwin Yun, the New York-based author of the Road To Carry newsletter.    

Alex and Helen from RollUpEurope and Edwin from Road To Carry 

After months of planning, on 31 March, we hosted 160 current and prospective acquisition entrepreneurs and investors in Midtown Manhattan. Being sponsored by top investors like Reef Pass, Telos North, Pacenote and Broadtree is a huge vote of confidence in the community. 

But don't just take our word for it. 

Several multi-billion dollar LPs (Single Family Offices, endowments etc.) signalled to us their intentions to meaningfully increase allocation to this asset class. Because of that, we’re not building yet another Lower Mid Market conference. We’re building a community that spans the entire ETA spectrum. Everyone’s welcome: Search Funds, Independent Sponsors, HoldCos, Entrepreneur-in-Residence style incubators etc. 

Read on to discover what we discussed at the Conference:  

1. Bryan Rand on lessons learnt from building a $400M revenue HoldCo

2. Cameron Perkins on Shore Capital’s Right To Win in Search Funds

3. Reef Pass & the lessons from stockmarket’s 100-baggers applied to private market HoldCos

4. Frankie Costa on picking Telos North over PE for his fleet service rollup

Before proceeding with the recap, a heartfelt thanks also to our vendor sponsors: Lockton (#1 independent insurance brokerage - the go-to guys for indemnity insurance!); Grata (the single source of truth for private market data); Michael Best (the law firm to help serial acquirers and growth-oriented platforms to execute and scale buy-and-build strategies) and, of course, TechCredit Partners (don't DIY debt - DM Linus!). 

Session #1: Bryan Rand on lessons learnt from building a $400M revenue HoldCo 

The Conference’s opening act was Alex’s fireside chat with Bryan Rand. For those of you not familiar with Bryan, he’s the founder and CEO of Rand & Co Holdings - an Atlanta, Georgia, based HoldCo. 8 businesses with combined revenues of $400M. Sample investments: a commercial furniture distributor; a fuel distributor; and a Mexican restaurant chain in the Chicago metro area.    

The session’s title was “What It Really Takes to Build At Scale”. And in short… it takes a lot. Bryan did not mince his words. “Many of the folks coming out of Private Equity have never made a decision… They’ve made recommendations, without having to own the outcome”. Worse, PE-style “curated information” - high-quality QoE reports, management accounts etc. - often isn't available in Lower Mid Market transactions. Since everything looks easier in Excel than in real life, be humble and don't assume too many short-term wins. “When an SMB owner says they haven't invested in sales, there’s a reason for that. They’re not dumb, they’re generally not lazy.”

Next, we talked about shared services: a key value driver in PE-backed rollups, but challenging to deliver in a more makeshift setup. In Bryan’s experience, these services are a fairly minor part of the overall value creation. Therefore save your bullets: “[it is] not worth arguing with the PortCo CEO as to why the books didn't close… I can buy Accounting and IT Support much more cheaply than I can own them in-house”. Where Bryan has had traction, is on the Business Development front: “I have a bullpen of hungry folks who can make calls”. What else? Going to conferences. Updating the website. Setting up SEO.  

AI adoption is one of the few areas of Lower Mid Market where scale truly matters. Most smaller businesses, and their sponsors, are simply not resourced to “truly reward the iteration for the AI to really work”. Their AI efforts center on cost reduction and non-customer facing items (which don't necessarily moved the needle), as opposed to revenue generating initiatives (which do).    

We also discussed operator incentives. 

Bryan shared that: “Equity only really matters if it’s more than theoretical… Deleveraging is great but they don't take that currency at Kroger. You can't pay for your kids’ tuition with that”. Hence, offer the management a path to liquidity through dividends. It’s not as easy as it sounds. You’ll need a robust FP&A function to upstream cash in an expedient and tax-efficient manner. Also, lenders don't generally like dividends.  

Bryan has a penchant for hiring executives in their 40s and 50s with unambiguous track records to run his Portcos. He is less dogmatic when it comes to operator compensation. “You can see their comp and where they are in their life, and you can back into what a meaningful outcome will be for them”. He’s tried everything: salary only; cash bonuses; co-investment; and equity / MIP.          

Session #2: Cameron Perkins on Shore Capital’s Right To Win in Search Funds

Alex passed the baton to Edwin and Cameron Perkins, a Partner with Shore Search, a new-ish division of the celebrated Lower Mid Market Private Equity firm Shore Capital (top 1% returns across all PE with 6.6x average cash-on-cash returns). 

Cameron’s career began as an emergency medicine and critical care provider in North Carolina. He co-founded FastMed Urgent Care in 2001, which eventually grew into a leading national urgent care platform with several successful recapitalizations. 

Edwin Yun and Cameron Perkins 

Shore Search seeks to back acquisition entrepreneurs targeting $1-10M EBITDA businesses in industries with at least 500 targets. Their minimum check size is $5M, with a target equity commitment of $10-20M, including add-ons. A typical hold period is 5-8 years. 

Not going to lie: before the session, it was not immediately clear to us what a firm like Shore was looking to achieve in the cutthroat highly competitive Search Fund market. According to Cameron, Shore aims to “redefine excellence in Search”. Redefine how? By applying 3 pillars of excellence:  

One, Mastering the fundamentals. “Not making first-time mistakes over and over again accelerates results”. Searchers have access to the parent firm’s playbooks, scorecards, and 100-day plans.    

Two, Pattern recognition. Since inception, Shore Capital has founded 80+ platforms and made 1,300+ add-on acquisitions. That’s some serious institutional muscle memory 💪 

Three, Creating the compounding advantage through Board composition and network. As Cameron put it, “Federer had 5-7 people around him at all times, giving vantage points: hitting partners, physiotherapists, nutritionists, coaches”. Best Boards help CEOs become better at prioritisation and at decision making not by telling them what to do, but by continuously coaching them.  

As to the common pitfalls in Search, Cameron singled out post-merger integration. Two major failure points being: 1) financial processes built too slowly (Shore pushes to get visibility within the first 90 days to 6 months); and 2) overestimating management team bandwidth post-close. Solution? Hosting a “pre-close Board meeting”. 

Those of the Conference attendees that do want to go on for as long as possible, were rewarded with a presentation by Reef Pass Investors, an investment partnership that specializes in launching serial acquisition platforms - particularly of the Long-Term Hold variety.  

Session #3: Reef Pass & the lessons from stockmarket’s 100-baggers applied to private market HoldCos

Robert Brown and Dan Millen from Reef Pass began their careers in public markets, investing through what they call a “long-term private equity approach”. Judging by the names they've picked and stuck with (Danaher, Constellation Software, TransDigm etc.), hell of a lucrative approach. 

Today, armed with a $125M fund, Robert, Dan & the team are busy hunting the next generation of 100-baggers, at seed-stage. Here some of their core principles for assessing new platforms: 

Disclaimer: Unless noted otherwise, views and analysis expressed here are the author's own and based on public sources. The article is intended for informational and entertainment purposes only. This is not financial advice. Please consult a professional for investment decisions.

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You may have heard of Antwerp, Belgium in context of its giant port. Or perhaps the world famous Royal Academy of Fine Arts (Class of ‘06: Demna Gvasalia of the Balenciaga fame). But Antwerp is so much more than a fashionista heaven. Over the last couple of years, the city - and the country as a whole have emerged as Europe’s mid market PE & Independent Sponsor hotspot. Strada. Gimv. AMAVI. Maxus Capital. 

Also Around Partners: an Independent Sponsor / Family Office that has quietly built up 7 platforms with combined revenues exceeding €700M (c.$810M). Around’s two largest and oldest investments - Sereni (funeral services) and Dentius (dentistry) - each produce close to €40M in EBITDA. 5 others are coming along nicely: Parte (property management); Falcon (car washes); Acont (accountancies); OnIT (MSP); and Nesto (vet practices).     

After succumbing to wanderlust and curiosity, a few weeks ago I hopped on the plane to Belgium, to sit down with Amaury Hendrickx (middle) and Pieter Lathouwers (right). The third partner, David Vancoillie joined us over video.

Pieter, Amaury And Alex

 Over an hour-long conversation, we discussed:  

1. Why you should not get discouraged by rejection: 2 years to close Acquisition #1

2. Core insight: aggregate fragmented industries with scarce talent + hold onto winners

3. Who does what at Around Partners? And how do they keep partnering with heavy-hitting Family Offices? 

4. Bonus track: Around Partners vs. AI powered rollups

The point of this article? To raise awareness of new, differentiated sources of capital to support Europe’s Acquisition Entrepreneurs. Both Strada and Around operate EIR programmes. If you have a Buy & Build idea you’re passionate about, get in touch today with Nicholas at Strada or David at Around Partners!  

Speaking of which: if you haven’t heard yet, we’re bring the Serial Acquirers Summit to Munich on April 21st. Thank you to Tengelmann Growth Partners and Aven Capital Partners for co-hosting the event. We have very few seats left, so get your ticket today!

1. Why you should not get discouraged by rejection: 2 years to close Acquisition #1

Dentius is Around’s first platform. Today, with 140 dentistry practices across Benelux and Germany, it’s producing c.€250M in revenue and c.€40M in EBITDA. 

The Dentius Eilandje (Antwerp) team 

As an expat Bain consultant in New York City almost 20 years ago, Pieter had witnessed the rampant growth in US outpatient rollups in ophthalmology and dermatology. Once back in Belgium, he started calling up dentists… however, only a few would pick up. It took almost 2 years to close the first acquisition. Another 2 years later, Dentius was off to the races with 10 practices. 

Meanwhile Amaury, through stints in Private Equity (Merrill Lynch and later ADIC), arrived at the same conclusion: Buy & Builds are the future! As he put it: “One of my portfolio companies at MLGPE was IDH, the largest dental group in the UK. Gradually I put together a list of sectors that I believed could work in Continental Europe.”

By 2019, Dentius had become big enough for Pieter to step down from the CEO position and for Amaury to quit his job and join Pieter. Thus, Around Partners was born. 

2. Core insight: aggregate fragmented industries with scarce talent + hold onto winners

According to David, who joined Amaury and Pieter in 2020 after stints in strategy and corporate development: 

“In Europe there are still a lot of very fragmented sectors, often under-professionalised, struggling to make decent margins, in need for investment in people, digitalization etc.,  medium customer quality. Compared to typical PE, we have a longer term horizon. Why is that? Because it takes 3-4 years to build the base platform. If you’re not pressed to sell, you create a lot of value thereafter”.  

Picking the wrong industry can be a costly mistake since Around’s investment horizon is 10-15 years and the initial funding comes straight out of the partners’ pockets.

What does the industry evaluation process look like? According to Amaury:

“We look at factors such as: TAM, international potential, the potential to reach €50-100M in EBITDA, competitive landscape, margins in the sector, and of course PE activity internationally.  Since we focus on a limited number of platforms, every investment needs to be a success. This provides a lot of comfort to the people that we team up with including our entrepreneurs-in-residence. Since we are risk averse, we need to build stable companies that can grow over a long period of time”. 

The logic is this: at 10-20% margins, to get to €50-100M EBITDA, each platform needs to have scope to grow to €500M+ in revenue. 

Where in Europe?

According to David:  

“In principle every EU country could be of interest, however we typically focus on the Benelux, Germany, France, Italy and Spain”. Preference is given to countries where Around is already present to take advantage of shared office, advisor relationships, etc.”

3. Who does what at Around Partners? And how do they keep partnering with heavy-hitting Family Offices? 

Around are VERY hands-on. 

Pieter and David have run platforms as CEOs - and will happily do so again. It’s quality over quantity, with 1-2 new platform launches per year. Some ideas are straight off Amaury’s spreadsheet, and Around recruits a management team to execute. Some are developed by Entrepreneurs-in-Residence. Unlike search funds though, Around “does not take a portfolio approach of supporting several people with the view that only a few will make it”. 

Amaury, Pieter and David fund each platform up to €10-15M EBITDA. At that point they bring in a strong partner…

Disclaimer: Unless noted otherwise, views and analysis expressed here are the author's own and based on public sources. The article is intended for informational and entertainment purposes only. This is not financial advice. Please consult a professional for investment decisions.

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Last week I was in unseasonably warm Sweden. Stockholm for the Redeye Serial Acquirer Conference, followed by Scandinavia’s ski mecca Åre (please don't judge!). 

Fun Fact 1: Åre is owned by the Scandi hill mountain resort aggregator SkiStar ($2B EV). 

Fun Fact 2: the sportswear brand Peak Performance was born in Åre exactly 40 years ago… and it too is owned by an aggregator, Anta Sports (Jack Wolfskin, Arc’Teryx, Solomon etc.). 

I’ve got lots to download! Unable to choose between verbatim notes (the way I did it last year) and a long-form essay, I'm giving you both. You can access my notes here. Companies covered:

I also recommend the excellent Serial Acquirers Q4 2025 Update by Redeye. Check out the video highlights from the conference here.

Before we dive in, a shout-out to our generous sponsors Reef Pass Investors (backers of serial acquirers / HoldCos); Strada Partners (the rollup architects); Pavleta from PPHF (your Fractional CFO par excellence); Grata (the private markets platform); and TechCredit (don't DIY debt - call Linus!). 

In this write-up, I touch on 3 main themes:

1. Becoming the Röko CEO, Why deals really fall apart, and Telltale signs of compounding superstars

2. Now we know who’s swimming naked: lessons from the Great Swedish HoldCo Sell-off of 2025

3. And “the Lifco of the UK” is…? The Dream Team to build Europe’s next $10B+ HoldCo

1. Becoming Röko’s CEO, Why deals really fall apart, and Telltale signs of compounding superstars

In lieu of a warm-up, my top 3 quotes from the conference:

1) How does one become the Röko CEO? Ask and ye shall receive, according to Fredrik Karlsson, who said that “Johan [Bladh - Deputy CEO] decided he wanted to be the CEO”, before hastily adding that “Very little will change - the only thing I’ll do less is sign less paperwork”. Alright then! While we may never know how the Fredrik/Johan/Tomas conversation went, this is an undoubtedly shrewd move from a seasoned exec who himself had walked out of a job 7 years ago after a compensation spat with Lifco’s Chairman and controlling shareholder Carl Bennet: Walking away from a $6M/y job to build a $600M+ revenue HoldCo. Our take on Röko, Sweden's newest unicorn. 

2) The Number One reason acquisitions fall apart - according to Johnny Thomson, the CEO of Diploma plc, a standout British compounder (15 year track record: sales up 7x, share price up 15x). In Johnny’s experience, the culprit = misjudgment of people / culture and not financial reasons. Specifically, the buyer not understanding the seller's intentions, organizational culture, transition management - or all of the above. A cure? Don't rush into deals. In-person meetings. Build relationships over years. 

Also - check out Diploma’s insane numbers:

Source: Diploma plc

3) Telltale signs of compounding superstars, according to the US fund managers David Marcus and Christian Solberg. Between them, David and Christian have four decades of investing in serial acquirers. 

Why do best-in-class compounders command lofty multiples? Because they are able to consistently redeploy capital into high ROCE / ROIC opportunities! 

But how to spot them early on? David talked about his fondness for family-controlled firms led by “people who are wired in a particular way”. For his part, Christian reeled off a 3-part framework consisting of:

1. Frugality: low overhead / high ingenuity; 

2. Equity efficiency: which in turns breaks down into a) low acquisition multiples; b) use of leverage; and c) “going slow to go fast”; and

3. Setting targets and achieving them. 

Now, can we use these frameworks to explain the carnage among publicly listed Swedish HoldCos?   

2. Now we know who’s swimming naked: lessons from the Great Swedish HoldCo Sell-off of 2025

Every year ticket prices go up, but the conference just keeps getting busier. Imagine that, one year ago, you had decided to save for the trip to Stockholm by parking money in an index of those legendary Swedish money machines. 

 Now seriously, I hope didn't actually do it, because by now you'd be out of pocket BIG TIME:

Source: Google Finance. Market data as of COB 17 Mar 2026

HoldCo stalwarts will be quick to point out that, over the long term, the group’s performance remains stellar. Lifco and Indutrade may be down 20-30% on a TTM basis, but they’re still up 15x and 30x from their respective IPOs.

True - but for newer vintages the track record is decidedly mixed! Adjusted for the consumer business spinoff in 2021, Volati stock is up only 1.5x over 10 years. Röko and Storskogen are both down from the IPO price levels. 

Have we reached Peak HoldCo then? I would argue not, but to paraphrase Warren Buffett, with the tide out, it’s not a pretty picture for some. 

Here’s what happened:

Disclaimer: Unless noted otherwise, views and analysis expressed here are the author's own and based on public sources. The article is intended for informational and entertainment purposes only. This is not financial advice. Please consult a professional for investment decisions.

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Redeye Serial Acquirer Conference schedule. Check out the video highlights from the conference here.

What’s inside:

Sdiptech

• What is it? An acquirer of niche infrastructure companies

• 31 companies operating under a decentralized model. SEK 4.5B revenue & SEK 1B EBIT (22% margin!)

• Why does this make sense?

  • Euro infrastructure is aging and requires modernization/digital upgrades

  • Growing urban population driving expansion of water, energy, transportation systems

  • Finally, increasing sustainability and safety regulations are driving investment

  • Geographic split: ~50% UK, remaining 50% spread across other European countries

• Portfolio examples: 

  • GAH - the UK’s leading transport refrigeration solutions provider. Equipment for delivery vans (pharmaceuticals, grocery). Fleet lifecycles: 6-7 years (up from 5-6 years previously). Service contracts attached to every unit. Future digitalization trends for tracking/monitoring deliveries

  • Cryptify - encrypted communication solutions. On-premises alternative to WhatsApp/Signal for government agencies. Customer base in Sweden and other markets

• 4 strategic pillars:

  • Portfolio management. Divesting 11 companies that do not meet investment criteria (10/11 completed). New capex framework: categorizing companies as growth, harvest, or strengthen

  • Proactive ownership. Short + long-term targets set for each company using the DuPont framework. Dual focus: EBIT growth and capital efficiency. Enhanced performance management approach

  • Disciplined M&A: 20% IRR target for each investment. Focus on cash flows rather than just EBIT multiples

  • Cluster development: Connected groups of companies with synergistic benefits e.g. Cold chain 

• Financial targets: 

  • EBITA growth of 15% annually

  • ROCE of 15% (vs. 13% in 2025)

  • Net debt/EBITDA <3x

  • M&A criteria:

• Infrastructure-focused product and service businesses with 15%+ EBIT margin & EUR 1-5M EBIT

• “Alternative to traditional private equity/industrial buyers”

Diploma

• A listed British HoldCo with a portfolio consisting of critical services and products. Evolved from a small UK industrial distributor to an “international solutions provider”

• £1.5B revenue across 3 divisions. 20%+ operating margins. 20% ROIC

• Do not necessarily see themselves as a serial acquirer - organic growth is very important

  • Organic growth has averaged 5% over the last 30 years, accelerating to 10% in the last 1-2 years

  • Sounded annoyed about investors asking him about the “pipeline” to evaluate growth potential

  • Still, have closed 50+ acquisitions

• How does Diploma allocate capital? “I don't have favourite children”. The biggest constraint is bandwidth not capital 

• The No.1 reason why acquisitions fail is due to misjudging people/culture - not for financial reasons. The buyer not understanding seller intentions, organizational culture, or transition management

  • Solution: long-term relationship building before acquisitions. Visit every business and meet every owner personally. Build relationships over years, not quarters

Disclaimer: Unless noted otherwise, views and analysis expressed here are the author's own and based on public sources. The article is intended for informational and entertainment purposes only. This is not financial advice. Please consult a professional for investment decisions.

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A high-profile Swedish compounder goes public by offering 100% secondary stock at a steep valuation. Institutional investors roll their eyes and mostly stay away. Nevertheless, the IPO ends up oversubscribed. A year passes. The share price is down by a quarter. Organic growth and pace of M&A both disappoint. The founding CEO (top left) and Deputy CEO (top right) switch places.      

In a market gripped by fatalism, why care? 

Because the company is Röko: the purported Noah’s Ark of Europe’s most resilient businesses. Since being founded in 2019 by Fredrik Karlsson, Tomas Billing and Johan Bladh (the new CEO), Röko has grown from 0 to SEK 6.5B ($700M+) in revenue and from 0 to SEK 1.3B ($150M) in EBITA:

Source: company filings

The deep-dive from March 2025 instantly became one of our most popular pieces: Walking away from a $6M/y job to build a $600M+ revenue HoldCo. Our take on Röko, Sweden's newest unicorn.

One year later, we revisit the subject to explore topics such as:

What do Röko’s businesses actually do? 

What does the long-term performance of these businesses look like? 

And finally, why does Röko never buy 100%?       

For what it’s worth, we believe that Röko is an outstanding company. It’s definitely not Storskogen - another rapid-fire aggregator that grew to almost $2B in sales during Covid, before flaming out in a spectacular fashion. But nor is it Lifco, yet - an iconic Swedish compounder which Fredrik used to run. 

Röko does not disclose individual asset metrics beyond “revenue at acquisition”... but in a market as transparent as Europe, that’s not an insurmountable obstacle. We parsed through public filings to compile 10-year P&Ls for 24 businesses representing 70% of Röko 2024 EBITA. (Note: in some cases we didn’t have the full 10 years of data. In others, we included multiple subsidiaries of the same group).   

Our key finding? Unexpectedly large variance in performance. Röko’s top quartile businesses appear to be compounding earnings at a 30-100% CAGRs. On the other hand, bottom quartile businesses are flatlining or even shrinking.

You would expect this level of dispersion from a growth equity investor - but not necessarily from a team of compounding MVPs, would you?  

Read on to learn about: 

1. Röko is a “HoldCo of HoldCos”. How does this work in practise? 

2. A deep-dive on Renovotec, one of Röko’s largest platforms: business model, governance, and the Buy & Build thesis 

3. Why is Röko’s ROIC 15% and not 20%? Cash flow insights from 24 PortCos

This article is sponsored by PPH Financial Group: your Fractional CFO par excellence. Month-end closings. Lender reporting. PPAs. Audits. Dashboards. Automation. PPH Financial can do it all - and then some. Across Europe and in the US. Get in touch with Pavleta today: pavleta@pphfinancial.com!

Pavleta Pavlova, the founder of PPH Financial

If you’re building tomorrow’s Röko or Danaher or Shore Capital, join us in Midtown Manhattan on March 31 for our debut U.S. Serial Acquirers Conference. This event brings together the most successful serial acquirers, PE professionals exploring buyout entrepreneurship, and world-class serial acquisition investors. Hurry: last few tickets left!

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1. Röko is a “HoldCo of HoldCos”. How does this work in practise?

Röko is a prime example of a niche, but growing trend: “HoldCos of HoldCos”. Companies that superficially look like industry-agnostic asset-gatherers, but really are incubators of highly focused rollups: Are “HoldCos of HoldCos” Houses of Cards - or really clever capital allocators?

Along with Chapters Group and Constellation Software, Röko has perfected the art of using equity in platforms both as acquisition currency and as management incentive, while incurring minimal dilution at the TopCo (listed company) level.    

Here’s how this works. 

Step one, Röko matches a lucrative niche (e.g. car parts distribution for SUVs) with a suitable platform acquisition. Röko is happy to pay up - on average 8x EBITA, but often significantly higher. It almost never acquires 100%. 

Step two, the acquired platform’s management executes on a Buy & Build thesis. The bolt-ons are typically small and highly synergistic. The management continues to run the platform with a high degree of autonomy.  

Step three, the minority “stub” is subject to a put/call mechanism allowing the management to fully exit within 5-10 years of the initial acquisition. 

A good example of that strategy is Renovotec: a British company that has been majority owned by Röko since 2021.    

Disclaimer: Unless noted otherwise, views and analysis expressed here are the author's own and based on public sources. The article is intended for informational and entertainment purposes only. This is not financial advice. Please consult a professional for investment decisions.

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I don't sit still most days, but boy, did I have a hell of a travel schedule last week! 

On Monday, in between ski runs and moderating the Rollup Bootcamp (thanks Strada and Reef Pass for delivering a killer module on industry thesis + team), Helen and I broke the back of the Röko sequel article, which is coming out next week (meanwhile, check out the original deep-dive). 

On Tuesday, we headed to London for meetings with investors and searchers, and of course for our 13th (!) Serial Acquirer Summit. By Friday morning, I was feeling pretty beat… but it was time to head back to Switzerland for an ETA-themed ski trip. 

All in all, I reckon that in the last fortnight I have spoken to / dialled into calls with 20+ investors spanning the entire ETA spectrum. Search funds. Long-Term Holds. Independent Sponsors. EIRs. PE-backed rollups.   

Why should you care? Because now I have 3 actionable insights to share, to help you crush the rollup game: 

1. Fundraise Like a Pro

2. Don’t be Fazed by Competition

3. Exit Ready From Day 1

Before we dig in, a heartfelt thanks to our supporters, including TechCredit Partners (the only debt adviser you’ll ever need); Pavleta from PPH Financial (the Fractional CFO par excellence); Grata (private-company intelligence); Reef Pass (invest globally and across ETA “genres”, bringing thought leadership and decades of compounding experience)...

…and the latest addition, Strada Partners: Europe’s leading "buy-and-build" investor. 

What do all these firms have in common? They deeply care for the ETA community. 

Insight #1: Fundraise Like a Pro

It’s 2026, and the world is going mad… about serial acquirers!

If you have an idea you’re passionate about, that you have traction with (LOIs in hand, path to margin uplift etc.), you are going to get funded. It’s a question of when and how - not whether. 

However… you have to put in the paces! There’s so much literature about differentiated M&A deal sourcing amidst the AI slop and hordes of desperate MBAs in their 3rd year of search. We all agree that spamming people doesn’t work, right? 

Therefore: do not treat your investors differently. 

In other words, do not follow the advice of Bad Bunny:

Use this 4-step playbook to achieve your objective without going overboard on investor dating: 

Step 1, answer a simple question: what do you want from the rollup game? Maximum starting capital, longer / shorter liquidity horizon, absolute amount of exit proceeds, the extent of autonomy, free time… You can't have it all. But you do get to pick the combo.    

Step 2, choose the structure that best aligns with your preferences. Thankfully the market has evolved to a point where there’s a lot on offer:    

Source: Rollup Bootcamp, by Road To Carry / RollUpEurope

The good news is, there are flexible investors that straddle multiple categories, with Strada and Reef Pass being two prime examples. 

Step 3, identify key players in your target space - and learn as much about them as you can. Check size? Hold period / fund duration? How do they think about industry selection? Do they back tightly integrated buy & builds, decentralised HoldCos - or both?     

Speaking of which: have you registered for our NYC Serial Acquirer Conference on 31 March? The event brings together the most successful serial acquirers, PE professionals exploring buyout entrepreneurship, and world-class serial acquisition investors. 50%+ sold.

Step 4, when you are clear on what you want and what you can offer, create your targeted pitch and reach out - your chances of success are high! 

Insight #2: Don’t Be Fazed by Competition

At the London conference, I hosted a fireside chat with Anders Barklöf, a co-founder of Aspira - a Swedish Independent Sponsor-turned-Fund Manager which we profiled here. Aspira’s bread-and-butter are Business Services buy & builds in Scandi Lower Mid Market.

You heard that right: Business Services + Northern Europe + Lower Mid Market. You'll be hard-pressed to find a more competitive space anywhere in the world, including in the US!   

Andreas (in the middle) closing yet another acquisition for Teqt

And yet Aspira has prevailed, with 6 live platforms and 100+ add-ons.

The largest one is Teqt Group - a B2B focused roofing rollup. €250M+ sales achieved in 5 years from 40+ acquisitions. Underlying the investment thesis is a highly compelling industrial rationale with procurement synergies (Anders mentioned 2x cost variations), a transition to photovoltaic energy, and the recurring maintenance element. With Teqt currently in the market after a partial exit in 2025, we’ll find out soon just how good that business is, but for now, an obvious question:

How does one get going in a market far from obscure, faced with stiff competition from both HoldCos (Novedo, Fasadgruppen, Vestum) and PE-backed aggregators (Nordic Capital / Soltech)? 

Anders’ response was four-fold: 

1. In the first year, the team spent 300 days on the road, meeting 300 companies to map the Nordic market

2. They “hand‑picked” local winners to join the group. The initial platform had scale: SEK 250 / $27M in revenue and a 12% EBITDA margin

3. Stay disciplined and ignore competitors that bid “very aggressive valuations and without reviewing numbers”. Aspira’s patience was rewarded after multiple competitors began to peel away, halting acquisitions or even divesting (e.g. Vestum). 

4. Win deals through industrial knowledge and advisor relationships. Early on, Teqt appointed the Chairman of the Swedish Roofing Association as an advisor

Insight #3: Exit Ready From Day 1

Next, the indefatigable Linus Eriksson, the CEO of the debt advisory firm TechCredit Partners, took over to interview Max-Otto Griesam and Stefan Matei. 

Who are Max-Otto and Stefan and why do their opinions matter? 

Left to right: Stefan, Max-Otto and Linus

Max-Otto has not one but 2 rollup exits under his belt. Both in Germany. Number one, Hestia: a roll-up of property and damage restoration contractors. Exited in 2022 through a merger with Artus, a PE (Castik Capital) backed consolidator. Following the merger, Max served as the CFO of a €300M revenue organisation. Max’s other rollup, Treysta (infrastructure engineering), was sold to GS Private Equity in 2024 at €60M revenue. 

Whereas Stefan is a founding partner of Opera, a Swiss-based investor in Independent Sponsors: The Rollup of Tomorrow Vol 12. 98% rejection rate & positively paranoid: meet Opera, a tenacious backer of Europe’s Independent Sponsors

Stefan and Max-Otto shared 5 key lessons:

Disclaimer: Any views or opinions expressed are personal and do not represent the official position of Constellation Software Inc. or any of its subsidiaries or affiliated companies.

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Welcome to Episode 13 of our interview series.

We know how OBSESSED this community is with Constellation Software. But for all the analysis written about Constellation from the outside, it's rare to speak with a portfolio manager on what happens after the acquisition: what breaks, how you fix it, and how resources are allocated. 

I sat down with Kanchan Java, who was recently promoted to the President, Pegasus Portfolio at Perseus Group, one of Constellation's operating groups. 

If you're new to the Constellation phenomenon, or need a refresher on the world’s most active software acquirer, check out these 3 articles:

• How Constellation Software wins deals and keeps talent - while remaining ultra-frugal

• Buying $100M+ revenue software businesses for 1x? This can be done - if you’re Constellation Software

• Inside a 30 year old ERP growing 30%, running on 30% margins - and owned by Constellation Software of course

Kanchan has been at Constellation for 8 years, 3 of which were spent as General Manager of Charter Software - a dealership software business serving agricultural, outdoor power, and construction equipment dealers. We used Charter as a case study of a business that Constellation bought, and subsequently more than doubled revenue and profits. 

We talked about:

1. Why onboarding new acquisitions at Constellation isn't as cookie-cutter as you might think

2. Post-acquisition: a road trip to see 50 customers

3. Why you shouldn’t have R&D running Product

4. What does firmwide AI adoption look like in a highly decentralised organisation like Constellation

5. What does “decentralisation” actually mean to Kanchan? And what are her priorities?

Before we get going, quick sponsor spotlight: Private markets drive innovation and growth, but they’re a blind spot for traditional data platforms. Grata unifies investment-grade data, an active network, and agentic AI so dealmakers can source smarter, screen faster, and build conviction sooner - all in one platform

If you prefer to listen to this interview, please head to the Rollup Stories podcast on Spotify. 

Sorry, one more thing: we’re excited to announce the NYC Serial Acquirer Conference taking place on March 31. If you’re serious about building - or backing - serial acquisition platforms, this is the room you want to be in. We couldn't be more excited to partner with Edwin from the Road To Carry newsletter. Speaker line-up and tickets here.

1. Why onboarding new acquisitions at Constellation isn't as cookie-cutter as you might think

Pavel: When you acquire a new business, what does onboarding look like? Do you get a playbook, or is it more a case of good luck figuring it out yourself?

Kanchan: I wish there was a document that everyone worked from in the same way. However, since Constellation is very decentralised, we have collections of playbooks in different places. Playbook number one is the integration plan, which we work on before we even close the acquisition. 

Pavel: When you buy a new business, how much pressure is there to hit financial targets in year one versus focusing on fixing the foundation first?

Kanchan: We evaluate a lot of our businesses on IRR, and anyone familiar with IRR knows that the timing of cash flows really matters. 

In mature vertical market software businesses, you can continue to run profitably while reinvesting into the product, into customer satisfaction, into future growth.

Pavel: What happens when things don't go according to plan? Say you've executed a price increase or an operational improvement, and it's not landing the way you expected. 

Kanchan: You go back to the investment case and re-evaluate. With Charter, we had competing products in our portfolio and weren't sure how to support them all long-term. 

Our concerns proved to be unfounded since. Charter catered to smaller agricultural dealerships and outdoor power equipment dealers, while another brand in our portfolio served large agricultural dealerships. There was room for both. 

Once we confirmed that Charter had a strong niche and that the customers for one product weren't interested in our other products, we pivoted. We decided to grow the business, reinvest seriously into the product, and that's when I got involved.

2. Post acquisition: a road trip to see 50 customers

Pavel: In your first year, you visited 50 customers. Walk me through what those visits looked like, and what you were watching for.

Kanchan: We planned it as a series of road trips: we'd fly into one city and out of another, fitting in as many customers as possible along the way. 

The first thing we did was map all our customers geographically - you'd be amazed how often people focus only on large accounts and miss a smaller customer 90 minutes down the road.

We would spend a couple of hours at each customer's site. The goal we shared in advance was simple: we want to understand where your business is headed. What are your pain points? What are your opportunities? Understanding what customers are trying to achieve means you can align your roadmap with them rather than just collecting a wish list.

Charter customers include Ozark AG Repair, a farm equipment specialist in Missouri MO

We'd talk through our product roadmap. If you don't proactively tell customers what you're building, they assume the list of everything they want is still open. You consolidate 10 requests from Customer A and 10 from Customer B into something coherent, rather than drowning in competing priorities.

We brought trainers on some visits. Customers got some free training, and we got to watch real users interact with the software. Hearing directly from the people using the product every day is incredibly valuable.

Sometimes, I took developers along. That was eye-opening. They'd be sitting there thinking about complex, technically interesting problems to solve - and a customer would say, 'When I get to this field, the cursor ends up over there, and every single day I have to move it before I start typing. Can you just make it start in the right place?'. This is the stuff you cannot get from a phone call or a feature request form.

We'd look around. Is there a whiteboard on the wall? What are you capturing there that our software doesn't handle? Are you jumping from our tool into another tool? Can we integrate better or bring that functionality in-house? It's the kind of insight you only get by being in the room.

3. Why you shouldn’t have R&D running Product

Pavel: After the customer visits, what were the first hires or structural changes you made?

Kanchan: Something that was stressed to me very early by experienced GMs within Constellation: separate product management from R&D. 

In a lot of small businesses we acquire, R&D decides what goes into the software. It's the developers, or in many cases the founder themselves, who talks to customers and then comes back and says, 'We're building this and this.' If the founder retires after the sale, you have a complete void. If the R&D person is filling that role, they're often building things customers don't end up using, because developers don't have much face time with customers.

One of the first meaningful changes we made at Charter was hiring a product manager. She came from outside the industry. Our customer surveys showed the software wasn't easy to use. It struck me that the existing team couldn't see it. They thought it was a training issue. This happens a lot with products that have been built over 10, 15 years by responding to customer requests. You end up with enormous functionality, but no one's been thinking about UI/UX or whether it's intuitive. 

The product manager brought a fresh perspective. She'd never seen the software before. She was a problem solver who liked working with rural customers - exactly our customer base. We gave her a clear brief: here's the problem, make it easier to use.

While watching the trainers, she kept hearing things like: 'I know it says this on screen, but what it actually means is this.' So, she asked: why not just rename the fields so they say what people expect them to mean? Internally, there was pushback - developers thought renaming fields was a waste of their time when they had important work to do. I said there is nothing more important than being intuitive to the customer.

4. What does firmwide AI adoption look like in a highly decentralised organisation like Constellation

Pavel: After the successful integration of Charter you were promoted to a portfolio President. Constellation is actively embedding AI into products - computer vision, production issue flagging, plain-language data queries. Can you pick one of those initiatives and walk me through the mechanics and the customer ROI?

Disclaimer: Unless noted otherwise, views and analysis expressed here are the author's own and based on public sources. The article is intended for informational and entertainment purposes only. This is not financial advice. Please consult a professional for investment decisions.

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Best-in-breed compounders take pride in keeping equity dilution to a minimum. Lifco, a $3B revenue Swedish HoldCo, has reported constant share count since the IPO in 2014. Ditto for Constellation Software (CSU). 

And yet, maintaining that discipline is getting harder in 2026 with rising competition for deals and for talent. The solution? Get creative by adopting a “HoldCo of HoldCos” strategy. 

Today, we’re pulling back the curtain on the corporate plumbing of 3 elite serial acquirers: CSU from Canada (via its subsidiary Lumine Group); Chapters Group from Germany; and Röko from Sweden. We will show you how these firms stretch the M&A dollar by pushing down equity dilution to business units or even individual assets.  

Source: RollUpEurope analysis. Market data as of COB 19 Feb 2026

CSU - that corporate wizard of binary fission - has already spun out and listed 2 divisions: Topicus in 2021 and Lumine in 2023. More are on the way. Lumine is part of Trapeze, which itself is part of Volaris, one of CSU’s 7 operating groups. Lumine itself is structured in four groups, each comprising between 4 and 18 companies. The upshot is a business doing $800M+ in run-rate revenue. In 2014, that figure was 0. 

This business model is not without faults. 

First, dividend leakage. Second, granting minority shareholders a right to exit fully (e.g. through a put option) creates a debt obligation. Third, spinouts help disguise, but not eliminate, dilution at the parent company level.    

Still, we would argue that “HoldCos of HoldCos” solve two existential challenges of compounders: (a) maintaining a healthy spread between ROIC and WACC against the backdrop of growing invested capital; and (b) remaining competitive vis-a-vis Private Equity.  

In this article, we broke down 3 case studies:

1. Affording 13x EBITDA acquisitions, Constellation Software style 

2. Chapters Group and its “layer cake” capital structure

3. Lifting the curtain on Röko’s “rollup federation” 

Ready? Let’s go!

This article is sponsored by TechCredit Partners: your trusted debt advisor. Guys, it’s 2026: don't DIY debt. Focus on what you’re really good at. And let Linus take care of the debt raise.

1. Affording 13x EBITDA acquisitions, Constellation Software style

CSU is the world's most active software serial acquirer with 500+ completed transactions. This, despite the reputation of a notorious lowball bidder: Buying $100M+ revenue software businesses for 1x? This can be done - if you’re Constellation Software

CSU’s unique insight was to direct dozens of autonomous teams to scour the market for small, cheap deals. The decentralized structure enables operating groups to independently pursue M&A opportunities without directly competing with each other.

Unfortunately, over time CSU became a victim of its own success. Between 2015 and 2025, CSU invested capital base grew roughly 10-fold. Generating a healthy rate of return on a $10B capital stack is incredibly challenging.

A more radical solution was needed: spinouts.  

The Lumine spinout was triggered by the acquisition of WideOrbit, a US VMS that “helps media companies do more business by making it easier to buy and sell advertising”. WideOrbit is a niche champion: a system of record for $33B in advertising spend annually. 

Unlike CreaLogix and Optimal Blue, Constellation’s two other chunky acquisitions, WideOrbit was neither distressed nor in the regulator’s crosshairs. The price paid reflected that: an enterprise value of almost $500M, equivalent to TTM revenue and EBITDA multiples of 3x and 13x, respectively (source).

Disclaimer: Unless noted otherwise, views and analysis expressed here are the author's own and based on public sources. The article is intended for informational and entertainment purposes only. This is not financial advice. Please consult a professional for investment decisions.

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In the unlikely event you’ve been living under a rock for the last month, US Tech stocks are very passé. According to Jason Lemkin, this “SaaS crash” has been long time coming due to:

1. Corporate budget reallocation towards AI away from “legacy” vendors 

2. Pressure on seat-based pricing - the bedrock of the SaaS business model

3. SaaS growth rates inexorably dropping:

Source: BenchSights. N=52 to 86, depending on the period

No-one’s safe. With share prices of enterprise titans like Salesforce and ServiceNow knocked by 30%+ YTD, who has time for the mid-cap stocks permanently trapped on the shady side of the valley?

Companies that suffer sustained share price declines risk getting caught up in a vicious cycle. To quote the FT, “Public markets are increasingly unfriendly to companies with equity values near or below $1B: few active managers and research analysts are prepared to cover them”. 

Then again… one man's trash is another man's treasure, right?

Bending Spoons, arguably Europe’s hottest tech company and the subject of 2025’s most popular article, has graduated from hunting midsized video editing apps like Splice and Remini to 9 and even 10 figure take-privates. Since late 2024, the Spoons has pounced on 3 of those, with combined sales just shy of $1 billion:

• Eventbrite with $300M revenue (trailing 12 months)

• Vimeo at $400M

• Brightcove at $200M

Judging by share price trajectories (-80% to -90% vs. IPO levels!), all 3 companies had been left for dead by the market… And this is before the scary 2026 SaaS Crash:

Source: Investing.com, public filings. Note: Vimeo went public via a spin-off from IAC. While it didn't have a traditional "IPO price" in the sense of a capital raise, it began trading on the Nasdaq at an opening price of $52.08

Does Bending Spoons’ contrarian investment strategy make sense? Who’s next on their shopping list? And why isn’t everyone doing this? 

We looked into these questions - and then some:

1. What is Eventbrite & what makes it “hard to kill” despite the chequered history

2. Eventbrite’s three stages of life: disruption, M&A, self-harm

3. Why did Eventbrite miss the boat post-COVID?

4. We put a bunch of US tech midcaps through an AI-powered filter on a bunch of US tech midcaps. Could these 13 stocks be next in Bending Spoons’ crosshairs? 

This week’s sponsors are Reef Pass: THE serial acquisition investors. If you are seeking HoldCo or rollup funding in North America or Europe, you should talk to Reef Pass Investors. Interested? Apply directly on RPI’s website or simply hit reply with a description of your idea + pitch deck.

1. What is Eventbrite & what makes it “hard to kill” despite the chequered history

Eventbrite’s raison d'être has changed surprisingly little compared to 2009, when WIRED profiled the company “making it simple to get tickets for events that are too small for Ticketmaster to bother with”. Specifically, Eventbrite has 2 ICPs: 

• The mid-market: music venues, music festivals - events that sell anywhere between 10,000 and 200,000 tickets; and

• The “long-tail”: basically everything else. A stand-up comedy show. A children’s play. A poker tournament. A RollUpEurope meet-up…

According to Eventbrite’s estimates, these two categories represent one-third of the $80B in global events gross bookings. Eventbrite’s relatively low market share of 14% ($3.3B out of $23B) illustrates the difficulty of penetrating the long-tail profitably. Only 30% of the tickets distributed through Eventbrite are paid. “Paid transaction creators” are thus Eventbrite's profit engine. Thr average paid creator organises 3 events per quarter, with 40 tickets sold per event, $40 average ticket price, and finally a 10% take rate to Eventbrite. 

This includes us, RollUpEurope. And even though our events are nothing like the partygoing bacchanalia depicted below, we probably rank in the top 20% of its “paid creators”. 

In the last 17 months, we have hosted 7 events on the platform. Our events gross 3-5x more than the Eventbrite average. 

Having experimented with Eventbrite’s slicker competitors Ticket Tailor and Luma, we keep coming back - despite its anachronistic UX, limited functionality and chunky fees. 

2 reasons why:

Firstly, as a recurring user, we value the convenience of being able to copy all previous work to the next event. In other words, we are a “high switching cost” customer.      

Secondly, our product requirements are basic (3 types of tickets, no complex upsell bundles etc.) and the numbers are small. Until now, the most we've sold is 200 tickets. 

Do we believe that Eventbrite is leaving money on the table by not enabling us to do more? Absolutely. 

Our blog has nearly 6,000 highly engaged readers. With Rollup Bootcamp, we’ve expanded into training. Soon, we’ll be launching a vendor marketplace. If Eventbrite were to offer a digital community product, we'd happily try it out. But it doesn’t have one, so we’re using Circle instead. 

2. Eventbrite’s three stages of life: disruption, M&A, self-harm

Eventbrite was founded (as Mollyguard) in San Francisco 20 years ago, by the husband-and-wife duo Kevin Hartz and Julia Hartz, plus the CTO Renaud Visage:

In 2009, Mollyguard rebranded to Eventbrite and concurrently closed a Series C round with Sequoia. Sequoia also participated in subsequent rounds D (led by DAG Ventures) and E (led by Tiger, 2011). In 2012, it opened the first international office, in London. At that point, growth really took off. 

Between 2012 and 2018, when Eventbrite went public, its net revenues grew 10-fold, from $31M to $292M. A lot of that momentum came from M&A:

Disclaimer: Unless noted otherwise, views and analysis expressed here are the author's own and based on public sources. The article is intended for informational and entertainment purposes only. This is not financial advice. Please consult a professional for investment decisions.

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Zurich was shrouded in a thick winter fog when I sat down for a coffee with James Roebuck and Stefan Matei - partners at Opera Investment Partners, a Switzerland-based GP that backs Independent Sponsors across Europe.

Founded in 2020, Opera sits at the intersection of two major trends: PE professionals leaving larger funds to build their own platforms and institutional capital flowing into deal-by-deal investing.

The market is HOT!

In the US, Independent Sponsors represent 40% of all small-cap PE deals. Europe is catching up fast - currently at 15% with 150-200 transactions annually. The Opera team has tracked this market for the last 15 years and have developed deep pattern recognition from screening 1,100+ opportunities.

In case you are new to the Independent Sponsor phenomenon, check out our primer: Private Equity professionals are leaving in droves to set up “Independent Sponsors”. What are these - and should you start one?

With so many allocators around, what makes Opera stand out?

Their approach. Opera evaluates both the company and the sponsor. Few will make the cut.

Their paranoia: focusing on the risks and what could kill a deal.

The upshot: consistent 4x+ MOICs and industry-leading reputation.

What makes Opera highly relevant for the RollUpEurope community is the fact that out of their last 10 transactions, all but one were rollups. If you tick Opera’s boxes, don't wait - reach out today. Or hit reply, and we'll make the connection.  

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Welcome to Episode 12 of our Rollup of Tomorrow series.

I didn't have to travel far for this interview. Over a coffee we went over:

1. Opera’s journey from a PE fund-of-funds - to a backer of Independent Sponsors

2. The investment case for Independent Sponsors

3. How big is the European Independent Sponsor TAM?

4. About that 98% rejection rate: what does it take to get funded by Opera?

5. Deal parameters and value creation 

6. Opera’s investment track record: how sustainable are those 4x MOICs?

7. Opera’s message to the RollUpEurope community

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Before we begin, a shoutout to our supporters Grata. The one and only private company research product you’ll ever need. Grata unifies investment-grade data, an active network, and agentic AI so dealmakers can source smarter, screen faster, and build conviction sooner - all in one platform. These guys ❤️ the ETA community… and we ❤️ them back!

1. Opera’s journey from a PE fund-of-funds to a backer of Independent Sponsors

Alex: First question: how did you guys get here? What's the backstory of Opera and how did you meet?

James: We met while working at Clearsight, investing in emerging funds and Independent Sponsors in Europe before either were their own categories. Between 2010 and 2020, we gained a fairly unique experience backing first-time turnaround funds and deal-by-deal co-investments (but rarely first-time teams!), often as the sole investor. During this time we were always very close to the companies, meeting management teams, touring the factories etc. 

In 2020, the three of us (James, Stefan and Michelle - pictured below with Alex) spun out and raised our first fund. Since then, we've been leaning into the Independent Sponsor part of our strategy and have backed 15 deals since 2022.

Alex together with the Opera founding team Michelle, Stefan and James

2. The investment case for Independent Sponsors

Alex: Let's talk about the investment case. Why should one allocate to Independent Sponsors versus mid-market PE funds? What’s your pitch to the LPs?

Stefan: We evaluate across two dimensions simultaneously: company quality and manager quality. Both have to be exceptional.

On the company side, we look for genuine quality at a discount. Not businesses riding market trends or banking on non-recurring projects. We see most of what's happening in the market, and we've developed strong filters over the years. Battle scars make you a better investor. 

James: On the sponsor side, we back talented PE professionals who've left large firms to build something of their own. These are often people who became frustrated with ever-larger fund sizes, ever-higher valuations, and organizational politics. They want to step down-market to avoid that, have a tangible impact on businesses and invest more of their own money.

The blend of entrepreneurship, high PE-skills, plus focus on the underlying businesses can be compelling. These people aren't bringing a legacy portfolio. They're starting fresh. They're looking at one, maximum two transactions per year. We're able to back them for that.

James: And from the LP lens specifically, there are three things. First, Independent Sponsors have no deployment pressure. Traditional funds have to deploy capital on a schedule to raise the next fund. It's an endless cycle. With Independent Sponsors, they invest their own money first. You only join when there's a great opportunity.

Second, alignment. These sponsors have serious skin in the game. They're making great returns on their own capital before you even write a check.

Stefan: Third, the funding problem is materially reduced. It used to be that sellers were cautious about Independent Sponsors because they weren't sure about funding. Now, with institutional capital providers like Opera backing proven sponsors, that concern is gone. Success brings more success - if a sponsor does a good deal, getting funded for the next one is much easier.

And for the sponsors themselves? No waterfall to repay. No big team to support. No constant fundraising. They can focus almost entirely on finding great companies and creating value.

3. How big is the European Independent Sponsor TAM?

James: We've watched the market evolve to become a really significant part of PE in Europe, essentially mirroring what happened in the US.

In the US, Independent Sponsors really took off from about 2013-14. Now they represent about 40% of all small-cap deals (note: HIG estimates that the number of US Indy Sponsors has doubled in the last 5 years). Incredible, right? Europe is getting there. We think the equivalent percentage is about 15% as of today. 

Alex: Those 15% of the market - what is it in terms of deal count? How has that evolved?

James: Very rough figures, but probably about 1,000 deals in small-cap Europe. We estimate about 150-200 transactions currently from Independent Sponsors. So 15-20%. We're about half, perhaps a little more than half, the size of the US in terms of Sponsor volumes, but growing quite rapidly, particularly in the last 5-6 years.

4. About that 98% rejection rate: what does it take to get funded by Opera?

Alex: Your marketing deck says you've screened 1,100 opportunities in 15 years, but invested in only 23. That's a conversion rate of <2%. What are the key Independent Sponsor characteristics you look for?

Disclaimer: Unless noted otherwise, views and analysis expressed here are the author's own and based on public sources. The article is intended for informational and entertainment purposes only. This is not financial advice. Please consult a professional for investment decisions.

*********************

For the majority of my 20-year career, small-time M&A was decidedly uncool.

Now all of a sudden, everyone is chasing $0.5M EBITDA technical services contractors and accountancies.

The usual buyers - lower middle market PE and search funds - are competing for deal flow with Silicon Valley’s brightest minds.

Is this just another instance of the “AI” buzzword attracting capital, or is there more to it? What are “AI rollups”- and which ones should you be backing (if any)?

You’ve come to the right place to figure this out. Since 2023, at RollupEurope we have published 100+ deep-dives on serial acquirers of just about everything, everywhere. Software, car washes, coffee shops, anaesthesiology practices, e-commerce brands.

We’ve developed a deep understanding of the “DNA” of successful buy and build strategies. Whilst AI rollups have their nuances, I believe many of the patterns are the same, and we can learn a lot from the successes of others.

Note: this article first appeared as a guest post on The Odin Times - a blog of the investment platform Odin.

Odin lets anyone, anywhere launch and run a private investment firm online, and work with over 10,000 VCs, angels and founders globally. You can launch an SPV or fund vehicle in less than a day. Find out more here.

1. The thesis: what are AI rollups - and why should they work in theory?

Not long ago, I posed this very question to two thought leaders in the AI rollup space: Cyrus Hessabi from Shore Capital (back then at OpenOcean) and Sahil Patwa from Unbound. Cyrus’ and Sahil’s answers informed my article Missed out on crypto, tempted by AI rollups?

You can dig into the details there, but TL;DR:

• AI rollups are technology holding companies that grow by acquiring distribution through M&A (rather than through sales). In theory, in the markets they target, it is cheaper and faster to grow this way - rather than to sell tech to incumbents that are often SMBs

• AI rollups work best in stable, regulated industries where customer relationships are sticky and switching costs are high

• The two-step playbook goes like this.

  • One, find industries with
    a) high quality revenue (recurring, high cash generation) and
    b) high volumes of repetitive, labor-intensive workflows.

  • Two, automate these workflows with AI, in order to unlock genuine productivity gains for human employees (more customers served per FTE etc.).

For me, the distinction between “AI enabled” rollups and the traditional kind lies in the extent to which the operating models of the acquired businesses are disrupted.

If you’re ripping up the tech stack, re-educating (or firing) the workforce etc. - then chances are you’re running the AI playbook to justify the mayhem.

Some examples of this from a few different industries:

• Property management:

  • Buena 🇩🇪 - raised $58m from 20VC and GV announced July 2025

• Lettings agencies:

  • Dwelly 🇬🇧 - recently closed series B led by General Catalyst

• Marketing agencies:

  • 2X 🇺🇸 - Insight Partners led a growth round announced March 2025

• Accountancies:

  • Crete 🇺🇸 (backed by Thrive) is planning to spend $500m on acquisitions in the coming years.

  • Integral 🇩🇪 - raised €12m from General Catalyst & Cherry Ventures

  • Bhub 🇧🇷 - raised $55m from Valor Capital, Hedosophia and others

• Wealth Management:

  • Savvy 🇺🇸 - recently raised a $72m series B from Industry Ventures, Thrive

  • Clove 🇬🇧 - from Paddle founder Christian Owens & Trouve cofounder Alex Loizu, launched with $14m in pre-seed funding from Accel, Kindred and Air Street

• Call Centres:

  • Crescendo 🇺🇸 - secured a $50m series C from General Catalyst

There are many more, from the above industries and others.
You can access the full list here - kudos to Sahil for maintaining it!

What makes AI rollups, in theory, a smart approach for these industries?

The incumbents have a poor understanding of technology. They’re extremely fragmented markets. Finally, there is a large volume of fairly repetitive “human in the loop” workflows that LLMs - in theory - can eat.

However, make no mistake, an AI rollup is not a normal startup. Executing on the AI rollup playbook requires a unique set of people and skills.

2. Execution: the 3 types of rollups, the metrics they target, and the skillsets required to run each one

When I worked for a ride hailing platform, the most impressive individuals I came across were city launchers.

These people were like paratroopers. They would land behind the proverbial enemy lines, mount surprise assaults, plant the flag and, after 100 days or so, fly off to the next operation.

In the rollup world, dealmakers are city launchers. They develop the equity story. They raise money. They source and close deals. And then exit.

They tend to come from investment backgrounds and excel at Type 1 - aggregators.

• Focus on a single industry - think dental practices or HVAC

• Acquire multiple businesses fast

• Have a clear and relatively short (3-5 years) exit strategy

For example, Simago built and exited a $600 million radiology rollup in less than three years, while the founders were still in their early 30s.

Charles-Henry Beglin, the man who built Simago, strongly believes that the founding team (he doesn’t believe in solo founders) must include at least one person with a PE or Corporate Development background.

Why? Two reasons:

Disclaimer: Unless noted otherwise, views and analysis expressed here are the author's own and based on public sources. The article is intended for informational and entertainment purposes only. This is not financial advice. Please consult a professional for investment decisions.

*********************

Raise your hand if you’re familiar with Embracer Group: formerly the world’s most prolific gaming rollup. Even if the name doesn't ring a bell, very likely you've interacted with an Embracer product. Video games like Sin City and Tomb Raider. The board game Catan. Or perhaps you have Lord of the Rings merch hanging in your closet? 

Embracer was founded 15 years ago by the Swedish entrepreneur Lars Wingfors. It was a rollup from Day 1. Two well-timed franchise acquisitions from insolvent publishers - JoWooD in 2011 and THQ in 2013, whose name it briefly adopted - propelled revenue from 0 to over SEK 300M (~$30M. Note: based on spot fx).   

This was just the beginning. By 2020, the newly rebranded Embracer had surged to SEK 5B (~$545M) in revenue, with acquisitions of titles Saints Row and Dead Island. 

And then it switched on turbogrowth. 

During Covid, which coincided with the financial years 2020/21 and 2021/22, Embracer closed 100+ acquisitions. Revenues grew 8-fold, from SEK 5B to SEK 40B (~$4.3B) on a run-rate basis. Since the accompanying spend of SEK 44B (~$4.8B) dwarfed the cumulative operating cash flow of only SEK 8B (~$860M), Embracer borrowed profusely, as well as issuing new stock and earnout IOUs. 

Source: public filings, RollUpEurope analysis 

Embracer pursued no integration. Duplications proliferated, exacerbating the industry’s longstanding cost pressures (more on that later). Worse, Embracer’s arcane reporting made it all but impossible to understand how the underlying businesses were really performing - in terms of growth or cash flow generation.     

Sounds familiar? Bet it does! There are more than a few similarities between Embracer and Storskogen - the other Swedish “rollup from hell”, which we covered here. 

Unlike Storskogen though, whose public market honeymoon was very short-lived, at first Embracer’s shareholders had little to complain about. The shares hit a record high in the spring of 2021 giving it a market cap of $13B. IPO investors were sitting on a 40x+ windfall.  

And then, as the world reopened after Covid and the gamers’ ranks dwindled, Embracer’s towering debt pile came into focus. The company responded by selling assets and splitting the rump three ways.   

Objectively, today Embracer is in far better shape than 2 years ago. On the one hand, revenues are 60% lower due to spin-offs of the tabletop (Asmodee) and indie/mobile game (Coffee Stain) divisions; and countless disposals. But on the other hand, it’s still pumping out an EBIT north of SEK 2B (~$220M): 20x more compared to 2016, when it went public. And yet, Embracer’s share price is only 2.5x the IPO levels and not going anywhere fast. 

More pain on the way? Bear in mind this is a top 10 shorted stock on the Swedish market, with 8% of the issued share capital (10% of the free float) on loan.  

Source: Google Finance

Why is that - and what can we learn from Embracer’s rollercoaster ride?  

Read on to learn about:

1. Lars Wingfors’ journey from flogging second-hand comics to a gaming billionaire

2. Embracer’s controversial M&A playbook

3. The problem with Asmodee - Embracer’s largest acquisition and a standout French rollup success story

4. The gist of Embracer’s beef with the short sellers - and why the stock remains in the penalty box

5. Learnings for serial acquirers.

Note: Dima Kovalchak meaningfully contributed to this article. All views expressed in it are his own. Dima has a wealth of M&A and Strategy experience across the interactive entertainment and technology sectors, and is currently a senior member of the Strategy team at Aristocrat (ASX: ALL).

Dima Kovalchak

1. Lars Wingfors’ journey from flogging second-hand comics to a gaming billionaire

Lars Wingefors is a self-made man. According to a 2022 profile, “while studying at a secondary school in Sweden, he started selling second-hand comics and by 18 he had dropped out of sixth form to focus on his fledgling mail-order business.”

Age 23, Wingefors became a paper millionaire after exiting the business to the British dotcom startup Gameplay.com. Unfortunately, a year later, Gameplay ran into difficulty and its stock became worthless.

Lars Wingefors. Credit: Sveriges Radio

Undeterred, Lars bought back the business for £1, rebranding it to Game Outlet Europe. 3 years later, he branched out into publishing with Nordic Games Limited (NGL). Notwithstanding several breakout successes that were developed in-house (e.g. the We Sing franchise on Nintendo Wii), NGL Nordic Games found better value in buying existing content - from motivated sellers. 

One such transaction was the 2013 asset deal involving the fallen US gaming giant THQ. THQ’s business had been laid low by the Great Recession. After failing to repay a bank loan in 2012, the company entered Chapter 11. Some of its assets were snapped up by the Austrian Koch Media, which utimately was absorbed into Embracer in 2018.  Included in NGL’s transaction perimeter was the THQ brand as well as franchises like Titan Quest and Darksiders. 

Purchase price? ~$5M.  

More deals followed. Quickly, Lars earned the reputation of a distressed buyer “that brought forgotten titles back to life”, in the words of a gaming industry blogger. It was time to go big:

Source: public filings, RollUpEurope analysis

There was one problem: 

2. Embracer’s highly unorthodox M&A playbook

Disclaimer: Unless noted otherwise, views and analysis expressed here are the author's own and based on public sources. The article is intended for informational and entertainment purposes only. This is not financial advice. Please consult a professional for investment decisions.

*********************

Welcome to Episode 11 of our interview series.

I sat down with Andreas Bruzelius, the CEO and co-founder of Aspira Partners, a Nordic investment firm that started as a deal-by-deal independent sponsor in 2020 and recently transitioned to a fund structure.

In 5 years, Aspira has built 6 platform companies and completed over 100 add-ons across infrastructure, tech, and business services, which generate more than $500M in pro forma sales. They have raised c.€170M for the first five platform deals, and the latest platform is funded from a fund structure.

What makes Aspira even more remarkable is that it targets 4x MOICs in one of Europe's most competitive and sophisticated markets - the Nordics.

Andreas' journey mirrors many from the RollUpEurope community. Started in Investment Banking (Carnegie, Deutsche Bank). Moved to Private Equity (FSN Capital, which he helped grow from €380M to €4B in AUM). Finally, in his late 30s, stepped out to build his own firm with co-founder Anders Barklöf. 

Want to learn more from Aspira in person? Anders Barklöf will be speaking at the next Serial Acquirers Summit in London on 26 February. Make sure you get your ticket if you want to hear directly from the Aspira team. But be fast, at time of publication, we only have about 10 tickets left!

Read on to learn about:

1. Andreas’ journey from Investment Banker to Independent Sponsor

2. How Aspira identifies target markets

3. Building Teqt Group: a roofing platform that scaled from €25M to €250M in sales… in under 5 years

4. Targeting 4x MOIC on every single investment

5. Why they moved from deal-by-deal to fund structure

6. Lessons from internationalizing Nordic platforms

7. Opportunities to join Aspira or partner with them. 

If you'd rather listen to the audio version, check out our Rollup Stories podcast on Spotify!

This article is free for registered subscribers, courtesy of PPH Financial Group - your Fractional CFO par excellence. Month-end closings. Lender reporting. PPAs. Audits. Dashboards. Automation. PPH Financial can do it all - and then some. Across Europe and in the US. Get in touch with Pavleta today: pavleta@pphfinancial.com!

Pavleta Pavlova, the founder of PPH Financial

*********************

1. Andreas’ journey from Investment Banker to Independent Sponsor

Alex: Welcome Andreas! Please start by introducing yourself to our readers.

Andreas: I started in investment banking - first at Carnegie in Stockholm, then Deutsche Bank's M&A team in London during the pre-Lehman days when the markets were frothy.

I really wanted to move into the lower mid-market. I come from a family of small-scale entrepreneurs. I felt at home being out in the trenches working with founders. Even though my background could have suited large firms like EQT or Nordic Capital, the lower mid-market was the right place for me.

I joined FSN Capital when they had a € 380M fund - not a well-known firm at the time. But we had a great team from bulge bracket investment banks and management consultancies, and a clear growth plan. I worked there 12 years and helped grow the firm to €4B in AUM.

However, as you grow, you need different skillsets in PE. I'm more at home in the lower mid-market. In larger segments, you need different capabilities. I felt it was better to start Aspira with Anders, my co-founder, who I met in 2017. We have the same investment DNA, the same thinking, and we both come from entrepreneurial families. So, it came together very naturally to step down and start Aspira in 2020.

2. How to choose your sector?

Alex: Aspira has built six platforms in five years. How did you come up with the industries you've invested in?

Andreas: All our investments come from in-house research. We do extensive research to identify sectors with consolidation potential - a fragmented market of sufficient size where you can accrue synergies and create operational value. Enabling resources for this research are the team’s extensive expertise and networks in Aspira’s target sectors.

We seek to be first movers. The Nordics is a very competitive, advanced market. You need to be skilled at identifying new markets and try to be first in a segment that hasn't been consolidated yet.

One focal area is asset-light infrastructure. Qflow is an engineering consultancy focusing on infrastructure. The thesis: much of northern Europe's roads, railways, and water infrastructure was built in the 1950-70s and is aging. There's obvious demand for decades ahead. That's a trend we like as investors. We also invested in WTR Group, which focuses on products for water and wastewater applications.

The second area is tech. We have PubliX, a vertical market software platform focusing on GovTech and public sector customers. And, we also have Generate Group in this segment, focusing on custom software development and custom AI solutions.

A third area is business services. We have Teqt Group on the roofing side, and ServeTek, our latest investment, focusing on servicing food service equipment.

3. Case study: Scaling Teqt Group from €25M to €250M in sales

Alex: Walk me through Teqt Group. What was the thought process? How did you find the starter asset? What was the buy-and-build strategy?

Andreas: At face value, roofing services don't sound interesting. But here's what we liked: roofing is mission-critical. If waterproofing breaks down, water seeps into the structure. It's very costly for property owners.

Source: Teqt Group website

We also saw scope for large synergies. They buy large volumes of standardized roofing material. A fairly large share of total cost structure is material purchasing. We'd seen very successful consolidations in this type of space. Look at car glass – Cary Group owned by Nordic Capital - a great consolidation play with significant procurement synergies.

Third, there were no market leaders. The roofing services market is €6B in the Nordics alone. Complete white space. No large players. Large suppliers like Icopal existed, and large insulation companies were PE-backed. But the installation side of the industry was completely untouched.

You could see consolidation had already started in the US. Clear potential to become a front-runner in northern Europe.

We assembled a platform with around €25M in sales. We're currently at around €250M in sales with healthy margins. We've also expanded within the Nordics and established a platform in Germany.

Today, we see that there's really a pan-European consolidation wave in this industry. Platforms in the Netherlands, multiple platforms in Germany. Consolidation is happening at quite a high pace across many industries.

4. Investment horizon and return targets

Alex: Is there a target for when you want to sell platforms? What return metrics do you target?

Andreas: Typically we have a 5-year investment horizon. I think that's the right horizon when working with founders and entrepreneurs. 10 years can be quite long in a person's life. If you buy a company from someone aged 50-60 that's their last job. That said, we focus mainly on teaming up with entrepreneurs in their 30’s and 40’s.

In practice, we have a rolling 2-3 year business plan at any point in time to keep the pace up.

Exit timing depends on internal factors - maturity for exit, value creation to date - but also the overall market. You need to keep your ear to the ground as to when it could be an opportune moment for exit. For example, we now see a trend of smaller sponsors teaming up with larger ones, becoming part of a larger consolidation play and taking minority positions in certain cases. So I would say that dictates the exit timing overall.

In terms of returns, we typically target 4x MOIC. That's what we feel is realistic in most instances. We want to underwrite 4x not only on a portfolio level but for each single investment. If it's not a 4x, it's not a case for Aspira.

5. From Independent Sponsor to fund structure

Alex: You started as a deal-by-deal Independent Sponsor. Five platforms are doing really well. The sixth platform you raised as part of a fund. What prompted that?

Andreas: We had a very positive experience operating as an Independent Sponsor. When Anders and I sat down in early 2020, we identified that operating as independent sponsors meant we could scale much faster, establish our own track record, and invest in building a team. There's also frankly a market for non-traditional structures and an evolution happening as private wealth investors get access to private investments.

Why did we move to a fund structure? We're currently 12 professionals. The challenge with operating deal-by-deal is that you can't run multiple cases simultaneously. You can't manage the messaging, work with several fundraisers and do capital raising simultaneously.

It's an advantage to operate with a fund and manage several investments at the same time. 

That said, there are obvious advantages for people who want to build and grow in this industry. If you're starting from scratch, there are clear advantages starting as independent sponsors the way we did - being able to show investors you can create value.

6. Lessons learned and regrets

Alex: You don't sound like you regret stepping out from PE to start an independent sponsor. But coming up to year six, are there any decisions you regret? Anything you'd do differently?

Andreas: Everyone is imperfect. One thing that comes to mind: we learned that internationalizing a buy-and-build platform can be very time-consuming.

I wish we had internationalized earlier because it took several years to get traction in markets like DACH. If I could step into a time machine and go back, I would have hired locally for a Head of DACH earlier. You need people on the ground to get a significant foothold in a market like Germany.

That's one learning we've picked up over the past few years.

7. Message to readers and career opportunities with Aspira

Alex: We have 5,000+ subscribers & 6,000+ LinkedIn followers. Any messages for readers contemplating transition to independent sponsor or ETA? Are there career opportunities within Aspira? If someone wanted to join a platform as head of M&A or set up a new platform, are you open to those invitations?

Andreas: Of course! We're looking to team up with entrepreneurs. We're looking for people in different geographies who want to be part of the journey.

Please feel free to give us a call if you're looking to build in a certain sector or if you're working in a sector we're already active in. I really think it's a big advantage - even if you're looking to build your own track record - to team up with another sponsor. As an entrepreneur, you need to be creative. There's no set way of doing things. We'd be happy to support other entrepreneurs in building together.

Alex: That's great. Also, if you want to learn more about Aspira and find ways to get involved, Andreas' colleague and co-founder Anders Barklöf is speaking at our next Summit in London on 26 February.

Thanks Andreas. Really appreciate the conversation. Best of luck with Aspira!

Andreas: Thanks Alex.

Disclaimer: Unless noted otherwise, views and analysis expressed here are the author's own and based on public sources. The article is intended for informational and entertainment purposes only. This is not financial advice. Please consult a professional for investment decisions.

*********************

2025 truly was The Year of the Rollup Promoter. 

We know of one mercurial individual who launched 3 platforms in completely different industries. All 3 got funded by brand-name investors. Makes Steve Witkoff and Marco Rubio look truant by comparison!   

We’re not jealous. We’re thankful to these Rollup Promoters for introducing the genre to atypical investors like traditional Private Equity and Venture Capital.  

Wait, why atypical? Aren't most rollups backed by institutional investors?

Yes, but… we’re talking about two specific categories here:

1. De novo HoldCos: decentralised vehicles in the style of Swedish serial acquirers; and 

2. PE-style Buy & Builds that target very significant margin uplift by adopting AI 

As our LTH primer explains, Category #1 is well catered for by names like Reef Pass, Hampton River and Pacific Lake. A niche but growing source of capital that ties founder outcomes to investor Multiple of Invested Capital, or MOIC - as opposed to IRR, which arguably disincentivises long-term compounding.   

As for Category #2 - essentially starter rollups for mid-market PE - the investor landscape is even broader:  

• Search fund investors 

• Independent Sponsor Fund-of-Funds like Yana Partners, Opera and Keyhaven in Europe; and Ocean Avenue in the US

• Rollup incubators / accelerators like Strada Partners and Alpera (ex Otium) in Europe; and Alpine Partners in the US

And yes, we've got a primer on Indy Sponsors as well! Their economics are not that different to what you see in a PE fund i.e. 10-20% carry with a management fee linked either to committed capital (Europe) or platform EBITDA (US).   

This is where things get muddled. 

Looking outside-in, it’s not at all obvious why PE firms whose bread and butter are synergised, tightly defined Buy & Builds are so enamored of software HoldCos: 

Or why VC firms, whose raison d’etre is Power Law, are suddenly piling into brick and mortar industries like property management, tax advisory, or mature Microsoft apps: 

In November 2025, General Catalyst, the High Priest of the AI Rollup Hype, led Beacon's $250M round at a $1B pre-money valuation. Note: Beacon is 2 years old. 

It’s too early to tell how these “AI HoldCos” will perform over the long term. What we do know is that the bar is HIGH! We have heard that General Catalyst targets 50x MOIC from early stage investments. More on that in Chapter 3. 

Detractors will point to the mathematical impossibility of squeezing venture-style returns from mature, slow-growing businesses, especially outside of software.

Who to believe?

We posed this very question to Sahil Patwa, an AI roll-up investor and a longtime friend of RollUpEurope. 

Sahil Patwa

Sahil’s take was this: 

In many industries, AI-driven transformation can indeed improve margins by 4-5x and unlock 30–50x MOIC. In those cases, AI roll-ups could be compatible with a VC-style fund-returner model. But in other industries, AI may drive much lower (but still meaningful) EBITDA uplifts. This can still generate superior returns to PE and Search Funds, but it might not be compatible with VC fund construction and Power Law requirements. The critical unknown is not ambition or execution, but how powerful AI capabilities will be 4-5 years from now, which no one can credibly predict.

The catch here is that once you take VC capital early on in the journey, you are committing to deliver 30-50x returns and grow into a $billion+ business - or go bust trying. The alternative, traditional PE and search-fund structures, are simply not flexible enough to support the early-stage investments in technology and change management required to drive radical AI transformation.

Instead of force-fitting either VC or search-fund/PE structures onto this new asset class, there is a need for a new, more flexible type of capital that is purpose-built for AI roll-ups at the inception stage.

Thanks Sahil! Dear reader: if you’re looking for a deep-dive on AI rollups, we have not one, but two articles for you to review: 

AI rollups are real - but so is the hype surrounding them! Insights from our debut “AI in Rollups” Deal Summit

Missed out on crypto, tempted by AI rollups? 2 leading VCs explain the latest craze - and why it’s here to stay

Also, be sure to subscribe to Sahil's Substack. 

In this article, we review the terms on which two newcomer acquirers raised money in 2025 - one from PE, one from VC  

Read on to learn:

1. Are Traditional Private Equity and HoldCos strange bedfellows - or a match made in heaven?

2. Inside Raptor Collective: a challenger VMS HoldCo reportedly backed by PE

3. A VC backed rollup? That’ll cost you dearly! Valuation and governance insights from Venmark, Aries and Dwelly. BONUS: How General Catalyst prices AI rollups 

This article is sponsored by TechCredit Partners: your trusted debt advisor. Guys, it’s 2026: don't DIY debt. Focus on what you’re really good at. And let Linus take care of the debt raise.

1. Are Traditional Private Equity and HoldCos strange bedfellows - or a match made in heaven?

Why even pose this question? Because of the elephant in the room: mismatched investment horizons. 

Private Equity holding periods have been relentlessly rising: from 3-4 years before the Global Financial Crisis to about 6 years today. Blame the challenged fundraising environment and scarcity of exit opportunities. But even 6 years might be too short. For most decentralised HoldCos, achieving scale in a sustainable manner takes a long time. Building deal flow and the M&A muscle. Developing best practices around GTM, capital allocation, working capital etc.    

Take Valsoft. This 10-year VMS HoldCo is closing in on $800M in revenue. In 2016, Valsoft complete Acquisition #1. In 2017, 2 more deals followed. Today, Valsoft is closing 20+ deals per year. All in all, it took Valsoft 6+ years to get to to add $350M in revenue - but only 3 to add the next $350M.   

If you can afford the wait, financial and reputational rewards can be enormous. The Norwegian Visma is one of Europe’s most valuable tech companies and a software aggregator par excellence. Backed by Hg Capital for the last two decades, Visma has been meticulously buying up accounting, tax and payroll apps all over the continent and now in Latin America too (read our deep-dive). 10 years ago, Visma had $1B in sales. Today, it’s almost 4x bigger. And it keeps growing at double digits!

Whether de novo software HoldCos can repeat Visma’s heroic feat in today’s rather unforgiving environment (intense competition for assets, AI disruption etc.) will be proven by the exits of newer PE backed HoldCos like Everfield (Aquiline), Confirma (Abry), Big Band Software (Parker Gale)… and now also Raptor Collective: a newcomer from the UK: 

Source: Raptor Collective

Raptor is reportedly backed by a mid-market UK PE firm. We cannot disclose the Sponsor’s name as the information is not public yet - but we do know the terms of their partnership from the filings.

2. Inside Raptor Collective: a challenger VMS HoldCo reportedly backed by PE

Raptor Collective is the brainchild of Ziko Abram and Kent Ho - two Hong Kong based entrepreneurs. Since neither has software operating experience, they recruited a third co-founder who does. Stephen Weller spent 6 years in the M&A function at Volaris, a division of Constellation Software. It was a long search, and we understand that many of our readers have been in touch with Ziko and Kent.  

Source: Raptor Collective

Let’s take a look at Raptor’s Articles of Association to understand the expectations and the division of spoils. 

Disclaimer: Unless noted otherwise, views and analysis expressed here are the author's own and based on public sources. The article is intended for informational and entertainment purposes only. This is not financial advice. Please consult a professional for investment decisions.

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It’s Dry January - at least for some of our readers. Reason enough to talk about the collision repair industry. You’d think that an industry with fundamentals this attractive (mission critical service, recession proof demand, AI “hedge” etc.) would have succumbed to consolidation a long time ago. 

But no! 

In the UK, there are over 1,800 sites churning out together an estimated £5B (c.$7B) in revenues. Steer Automotive, the market leader, has a 10% share with 200+ sites. The runner-up Fix Auto is half the size (it’s a franchise network). 

Why is that?    

Time and again, Private Equity firms have been turned off by a myriad of challenges. The lack of transparency on parts provenance. The constant squeeze on margins exerted by the insurance industry (top 5 car insurance companies control over half of the UK market). To top it off, the chronic skills shortage.  

And then Richard Steer and his team showed up. 

Since 2018, Richard has grown his eponymous rollup, Steer Automotive, from 4 sites to 200+ nationally, and from £10M (c.$13M) to over £600M (c.$800M) in revenue - all the while running on double-digit EBITDA margins:

Source: UK Companies House, RollUpEurope analysis

Steer Automotive was sold to Private Equity twice: in 2021 and 2024. Richard’s decision to roll over on both occasions was a clear signal: he’s far from done.  

Richard Steer pictured in an Oakley Capital promotional video

 Along the way, Steer Automotive unlocked Croesus-like windfalls not only for Richard, but also for the Private Equity firms behind the 2021 buyout: Chiltern Capital and Keyhaven Capital. Chiltern is an Independent Sponsor. Keyhaven is a prominent Indy Sponsor fund-of-funds. 

We estimate that Chiltern made a 14x MOIC on its investment, turning £750K into £10M (including rollover). In just 3 years!

If you’re new to the Indy Sponsor industry, check out our primer: Private Equity professionals are leaving in droves to set up “Independent Sponsors”. What are these - and should you start one? 

Read on to learn about:

1. Richard Steer’s entrepreneurial adventure

2. 2018 to 2021: Steer Automotive’s early days

3. 2021: PE transaction #1 - Chiltern / Keyhaven

4. Steer Automotive’s M&A playbook

5. 2024: PE transaction #2 - Oakley

6. Learnings for emerging aggregators and Indy Sponsors

***

This week’s supporter shout-out goes to the Redeye Serial Acquirers Conference. Held for the 6th year running in Stockholm - the HoldCo mecca to rival Omaha, Nebraska - the Conference gathers several hundred established and emerging acquirers and investors from all over the world. Our writeup from last year’s conference: Part 1 & Part 2. 

Thank you Redeye for inviting us once again!

Stockholm, 12-13 March 2026. See you there! 

Pavel enjoying last year’s Redeye conference

2025 video highlights here. Conference info and tickets here.   

1. Richard Steer’s entrepreneurial adventure

The backstory of Steer Automotive is proof that the best rollups happen when industry passion meets daft financial engineering. Also: don’t be afraid to start small. 

Richard Steer is 61. His career began in the 1980s in the Paints division of the then chemical giant ICI (now part of AkzoNobel). After a while, Richard was approached by a customer called Grove Motor Colours. By his own admission, Richard “had a really good time there for about six years but couldn't get enough skin in the game”. 

In 1999, he acquired J&C Auto Supplies Limited: a small automotive paint distributor located in a nondescript industrial park deep in London’s suburban sprawl. Public filings suggest that, in the ensuing 14 years, Richard grew J&C (since rebranded to JCA) from £6M in revenue to £30M. And then in 2013, he sold the business to the US car parts distributor LKQ.  

That transaction was driven in equal parts by opportunity and fear. 

With LKQ pouncing on AkzoNobel’s North American automotive paint distribution business and Euro Car Parts, Britain’s largest distributor of automotive aftermarket parts in the same year (2011), “Steer realised that one of the paint companies or consumable manufacturers would inevitably capitulate and start supplying product to LKQ and then his business would be threatened” (source). 

Since Richard didn’t savour the prospect of negotiating 1-on-1 with a $4B revenue gorilla, he pulled together a “virtual rollup”. Based on the same interview, “A deal was struck for 6 paint distribution companies on 6 August 2013 and the following day Steer was running all 6 distributors and set about creating LKQ Coatings”. 

According to public filings, JCA traded for £15.3M in enterprise value, consisting of £8.3M in cash, debt assumption of £6.3M, loan notes of £650K and a holdback of £150K. 

Not the biggest deal, but gave Richard a meaningful war chest.  

Richard spent the next 5 years running LKQ’s UK business, which, according to his Linkedin bio, had become the dominant paint supplier acquisition to the collision repair sector, “three times larger than any other player in the UK market”. 

By 2018, it was time for the next adventure. 

2. 2018 to 2021: Steer Automotive’s early days

In his own words, in 2018 Richard “bumped into a multi-site bodyshop customer who had mothballed a shop after his dad died and was considering selling out”. That firm was Baldwins Repair Group, and Richard acquired it weeks later for £3.4M: financed two-thirds with a bank loan and one-third with a shareholder loan. 

In other words, Day 1 equity value was £1M, or $1.3M based on the exchange rate at the time. Back then, Baldwins’ filings suggest that it was doing £10M in revenue and £900K in EBITDA. 

Remember these figures! 

By the time COVID hit, Steer Automotive had doubled revenues (to £22M in the year ending March 2022) with the addition of Quicks ASR Limited and Prestige Car Refinishing Limited. The network expanded from 4 sites to 9. 

Steer Automotive’s equity efficiency is phenomenal. The accounts of RKS Holding - the TopCo at the time - show that in the 3 years to 2021, the business had produced cumulative operating cash flow of £5.9M, versus £5.3M in investing cash flow. This includes the original Baldwins acquisition as well as the two add-ons. 

Richard’s interviews (here and here) shed light on his operating philosophy:

• Removing frictional costs and duplication of processes

• Building a pipeline of talent through an in-house training academy and an apprenticeship programme  

• Broadening parts sourcing to alternative suppliers

• Running a decentralised organisation. As Richard put it, “We don’t have a head office with a central team saying, ‘do this’ or ‘do that’. We have local teams managing local people”

• Managing capacity of each site by allocating a certain number of spaces to each client (e.g. insurer) - as opposed to indiscriminately accepting jobs

Soon enough, Richard began to receive calls from lower mid market Private Equity firms looking for the next starter rollup. The COVID aftermath had brought twin shocks to the British collision repair industry, creating a once-in-a-lifetime opportunity for the savvy consolidator.

One, the insurance claims tsunami. 

Even though the number of personal injuries due to collisions involving cars has been steadily dropping (source), motor insurance claims have been rising at a fast clip. According to the industry body ABI, in 2024 UK motor insurers paid out £11.7B in claims. That’s up 17% YoY & up 72% vs. 2019 (source). 

Despite the simultaneous surge in premiums, according to analysis by EY, as a group, UK motor insurers managed to lose money in 2021, 2022 and 2023, - before turning a small profit in 2024. 

There are many reasons behind the claims spike. An ABI report lists uninsured driving, young drivers, whiplash injuries… and so on. For the purposes of our research, let’s single out one: repair costs. Compared to pre-COVID era, the average repair cost is up by one-quarter: from £4,200 to £5,200 (source).  

Which brings us to the second shock: a collision repair industry that was no longer coping: 

• As Richard pointed out, many business owners are in their 60s - with no succession planning and limited exit opportunities

• Repairs training not keeping up with the growth in electric and Heavy Goods Vehicles (source). 

It was time to go big. 

3. 2021: PE transaction #1 - Chiltern / Keyhaven

In March 2021, Richard succumbed to the Private Equity’s siren call. The Chiltern/Keyhaven consortium acquired Steer Automotive for £17.4M (this is based on public filings), which broke down as follows:

• Cash £5.3M

• Deferred consideration £2M

• Loan notes £9M (i.e. Richard’s rollover into the new structure)

• Transaction costs £1M

Adding in the debt, we arrive at an enterprise value just below £20M: a 6x increase on the 2018 buy-in - but puny by the Private Equity standards.   

On Day 1, Chiltern and Keyhaven contributed c.£9M in equity - the initial £6M plus the funding for the add-on completed just days after the platform acquisition (Premier Panel Skills). 

As Steer Automotive ramped up M&A activity (see below), the Sponsors doubled their investment to £19M. Keyhaven contributed 96% and Chiltern 4%. Including Richard’s rollover, total equity investment was £28M. 

Source: UK Companies House, RollUpEurope analysis

By the time Steer Automotive was sold again, in April 2024, its balance sheet showed £238M of debt:

• £33M in shareholder loans (the £28M above plus the PIK interest charged at 12% p.a.)

• £205M in third party debt: a non-amortising debt facility from Ares carrying a 6.25% margin

Where did this money go? 

4. Steer Automotive’s M&A playbook

Let's take a moment to dissect the strategy that enabled Steer to grow from 4 sites to more than 200. We have comped all 25 publicly disclosed corporate acquisitions. For each transaction, we have looked at: revenue; profits; consideration paid (and composition thereof); plus high-level balance sheet data. 

The analysis makes for a fascinating reading! 

Disclaimer: Unless noted otherwise, views and analysis expressed here are the author's own and based on public sources. The article is intended for informational and entertainment purposes only. This is not financial advice. Please consult a professional for investment decisions.

*********************

Every time I open Linkedin, the first thing I see is people commenting on law firm M&A. 

Mega-mergers like Hogan Lovells / Cadwalader and Perkins Coie / Ashurst are the flavour of the day. In the US, Private Equity has joined the party with gusto, leveraging ownership rule loopholes like Management Services Organizations (MSOs) and Alternative Business Structure (ABS). And don't forget about the newcomers! In September 2025, the “legaltech” Lawhive acquired the British high street law firm Woodstock.

The premise of injecting technology and PE money into law firms to turbocharge growth and profits is both tantalizing - and distinctly unoriginal. 

Huge TAMs are at stake: $400B+ in the US (source) and $70B+ (£52.4B) in the UK. The UK is the spiritual home of law firm buyouts thanks to the Legal Services Act 2007 aka the “Tesco Law”. The Act created Alternative Business Structures, allowing “for non-lawyers to be involved in the management and ownership of businesses that provide legal services” (source). 

The first UK ABS license was issued in 2012, triggering a PE gold rush. According to Acquira, a specialist M&A advisory firm, “there is an emerging pattern of private equity investors targeting certain types of legal businesses”. Think Fletcher - a personal injury and medical negligence specialist acquired by Sun European Partners in 2021 or Beyond Law - a federation of specialist legal practices (Beyond Corporate, McAlister Family Law and Home Property Law) acquired by Waterland in 2024. 

It’s too early to tell how these transactions are going to pan out. 

After all, law firms are very different to accountancies, PE’s other professional services obsession. Revenues are lumpier. There’s a key man risk. The flipside is the market fragmentation and the counter-cyclical nature of niches like personal injury and wills.     

Still, one platform provides insight into what works and what doesn't over the long term. Meet Stowe Family Law - the UK’s No.1 specialist family law practice that has been continuously owned by PE for close to a decade. First by the mid-market firm Livingbridge (2017-24) and for the last 1.5 years by Investcorp. 

Stowe Family Law Altrincham team. Source: company website

In the meantime the family law market, worth some £2.2B ($3B) has fundamentally changed.

The introduction of Divorce, Dissolution and Separation Act in April 2022 made the administrative act of ending a marriage easier. Digital divorce applications and fixed-fee legal packages are now common, with law firms chasing the lucrative ancillary business of dividing assets and custody. As a result, the number of family law firms dropped by 20% between 2018 and 2025 (from 5,700 to 4,700 - source 1, source 2). This, however, benefited digitally savvy operators like Stowe who were able to profitably execute low-margin but high-volume work.    

All told, between 2017 and 2025, Stowe grew revenue from £9M (c.$11M) to £49M (c.$63M), a CAGR of 24%, outpacing the overall market by a factor of 4: 

Source: UK Companies House. Note: YE March

With so much M&A activity involving professional services firms, the Stowe case study should be high up on the reading list of PE investors and “AI rollups” alike. Here are 3 reasons why:     

Firstly, unlike traditional buy & builds, Stowe grew mostly organically. By opening new offices  and entering new niches - and not so much M&A. 

Secondly, as a B2C business, Stowe nailed the SEO playbook. In just 3 years, it doubled the number of inbound customer enquiries, from 26,000 to 65,000. Unusually for a firm a) owned by Private Equity that b) deals in delicate matters like divorce and inheritance, Stowe is actually highly rated by its customers (TrustPilot, ReviewSolicitors.co.uk). 

Thirdly, and lastly, contrary to what you might expect, Livingbridge’s investment returns were OK, not spectacular. Outside-in, we estimate a gross MOIC of sub 3x and an equivalent IRR of 15%. 

Read on to learn about:

1. The horrifying - and inspiring back story of Stowe Family Law

2. How Livingbridge structured the original buy-in and tackled management exodus 

3. Stowe’s 5-part playbook for growing revenue from £9M to £49M

4. Livingbridge’s 2024 exit to Investcorp & lessons learnt

***

1. The horrifying - and inspiring back story of Stowe Family Law 

Marilyn Stowe - nickname “Barracuda” - founded Stowe Family Law in Leeds in 1982. Stowe had been an under-the-radar, provincial firm for the first 20 years of its existence. Then, in 2002-03 two major events reshaped its destiny. 

Firstly, in 2002 Marilyn gained national prominence by helping exonerate Sally Clark, a fellow solicitor who had been wrongfully accused of murdering her two infant sons. Marilyn, who represented Sally on a pro bono basis, won the case after meticulously reviewing reams of medical records - this is two decades before ChatGPT by the way (source) - and in the process discrediting the testimony provided by the paediatrician expert witness. The paediatrician, Sir Samuel Roy Meadow, was eventually struck off from the British Medical Register. 

The good times didn't last though. 

In December 2003, just months after the Clark exoneration, Marilyn was assaulted in a car park close to her offices by three masked men. Marilyn’s recollection of the accident was this: “One had an iron bar and I just can’t forget it, he kept shouting to the other two ‘kick her head in’”. Marilyn survived after the passers-by spooked the assailants, but was “unable to walk properly for a while, was badly bruised and suffered from severe mental trauma after the attack”.  

Marilyn Stowe

Marilyn responded by relocating the business from Leeds to the spa town of Harrogate, half an hour drive north. Incredibly, there was a silver lining! As Marilyn put it in another interview, after the move the business “really started to fly”. By the time Livingbridge rocked up in 2017, Stowe had grown from 1 office to 10, with 30 solicitors (source). 

2. How Livingbridge structured the original buy-in and tackled management exodus

In February 2017, Livingbridge acquired Stowe for £27M (including £2M in transaction costs), or roughly 9x trailing 12 month EBITDA. According to public filings, the purchase was funded with a £25M in shareholder loan carrying a PIK interest of 8%, stepping up by 1% each year until September 2023 when it became due, repayable in four equal, semiannual instalments.   

Filed in late 2017, Stowe’s first confirmation statement under PE ownership shows that roughly 20% of common equity was allocated to the management, with 5 individuals holding between 3% and 5% each:

• Charles Hartwell - CEO

• Benjamin Stowe - a lawyer and the son of the firm’s founder

• Julian Hawkhead - a Senior Partner at the firm

• Darryn Hedges - CFO

• Stephen Ross - Chairman

A bizarre move from Livingbridge to put an all-male leadership in charge of a firm that historically was 70% female. Not that Marilyn was around to object. She was out after a 2-week transition period, followed by a 3-year non-compete (source).   

Within two years, 3 of the 5 men (Benjamin, Darryn and Stephen) were gone as well. The CEO joined the exodus in early 2020, apparently to start a competitor… but ended up leading a provider of outsourced veterinary controls that was snapped up by Phenna for £32M (c.$41M) in December 2023.  

What happened? According to an FT article that quoted unnamed former employees, “rapid hiring and expansion at Stowe created a lack of continuity for clients. Employee churn on cases had led to an increase in miscommunication and mistakes”. 

Livingbridge rebuilt by hiring a new Chairman (Ken Fowlie, former CEO of Slater & Gordon - the first law firm ever to go public), and promoting Morna Bunce from Head of HR and Facilities to Chief People Officer and Victoria Burns from Head of Marketing to Chief Commercial Officer. 

Management equity remained at 20% of the common. What were the terms? 

The grants were subject to 2-year vesting schedules, with 6-month increments and standard Good / Bad / Very Bad Leaver provisions. 

Under the terms, a Very Bad Leaver had to part with their shares for just £1. A Bad Leaver was entitled to the lesser of the Issue Price and Market Value. The Good Leaver provision, however, followed this formula:

…that is, other than for instances such as death and disablement. In which case share sale would go ahead at Market Value. 

The distribution waterfall was straightforward: surplus assets distributed amongst the holders of the Equity Shares on a pari passu basis. Knowing this, it becomes clear why Livingbridge felt compelled to reboot the capital stack in the middle of Covid. Specifically, in September 2020, it agreed to waive £14M in loan notes and accrued interest to “protect the future value of ordinary equity in the business”. In return, starting from April 2021, Stowe began to settle a proportion of loan interest in cash.

The Sponsor’s calculation must have been simple. Key personnel owned 20% of common equity but 0% of the loan notes. Faced with the CEO’s departure one month before the lockdown, the expiry of Marilyn’s non-compete, and the Covid hysteria, Livingbridge had to act fast to demonstrate to the remaining management its commitment to Stowe. 

3. Stowe’s 5-part playbook for growing revenue from £9M to £49M

First and foremost, grow the network! 

Back in 2017, Livingbridge had planned to open 30 offices within 5 years. It actually exceeded the target, with 46 offices by March 2022 (+36).  By March 2025, that figure had ballooned to 99:

Source: UK Companies House. Note: YE March

 In the digital age, why such emphasis on physical presence? 

Let’s hear it from the firm itself: “the clients value the opportunity for face to face interaction with the lawyers, and this validates our strategy of opening modest sized offices throughout the country and close to where our target client base reside or work, rather than having a small number of larger offices with a less personal service offering” (source: Stowe 2019 annual report)

Secondly, Stowe added capabilities where it saw client demand. In 2019 alone, it branched into surrogacy and Inheritance Act dispute work, and tripled the Adoption team size (from 2 lawyers to 6). 

Thirdly, selective M&A. 

Disclaimer: Unless noted otherwise, views and analysis expressed here are the author's own and based on public sources. The article is intended for informational and entertainment purposes only. This is not financial advice. Please consult a professional for investment decisions.

*********************

Welcome to Episode 10 of our interview series.

Jason Kaspar is the fifth-generation CEO of Kaspar Companies, a 127-year-old family HoldCo based in Shiner, Texas. With 400 employees, Kaspar Companies owns a portfolio that is quintessentially Texan. A saddle manufacturer. A precious metals trading business. A heavy-duty truck bed manufacturer. A firearm manufacturer. And then some. 

Kaspar Companies is a rare breed: a multi-generation family business that has survived 20 recessions, two world wars, and countless economic cycles. 

I met Jason at the Capital Camp conference a few months ago (read my writeup here), where we bonded over shared beliefs in capital allocation and long-terminism. Upon my return to Europe, I caught up with Jason to learn about the principles that underpin Kaspar Companies.

Jason Kaspar

On the interview, Jason walked me through:

1. The origins of Kaspar Companies

2. Jason’s key metrics when buying - and running businesses

3. The SKILLS system and Jason’s approach to capital allocation 

4. The philosophical origins of Texas Precious Metals

5. Jason’s AI playbook - and the results so far

6. The future: stay private vs. go public

If you like the article, make sure to check out the Spotify pod for the extended version of the interview!

1. The origins of Kaspar Companies

Alex: Welcome Jason! Kaspar Companies owns businesses that I can only describe as quintessentially Texan - a saddle manufacturer, a gold and silver trading business, heavy-duty truck beds, and a bolt-action rifle firearms business. How did all these businesses emerge and what is the story of the Kaspar family?

Jason: My great-great-great grandfather came over from Switzerland. He was a Lutheran missionary in the mid-1800s. He arrived in the port of Galveston and settled in central Texas when there were still range wars and Indian raids.

His son was a farmer. When barbed wire came to Texas, smooth wire became scrap - big piles of wire behind various barns. He was a tinkerer, an inventor. He would take this wire scrap and start making corn husk baskets and horse muzzles. A neighbor said, "I'll give you a dollar for it." Starting around 1894-1895, he loaded up wagons and went around selling these wire products.

In 1898 he incorporated Kaspar Wireworks. The company evolved over the decades. We did stuff for the war effort during World War I and World War II, even when there were steel and wire shortages. 

Kaspar Companies really became much bigger in the 1950s when we acquired a patent for a vending machine - newspaper racks. 90% of them in North America came out of our factory in Shiner, Texas. But that eventually went the way of the dodo bird as the Internet came to be.

From that, we continually reinvented ourselves. We have four platforms now - some we've acquired, some we started from scratch seeing innovative opportunities.

Source: Kaspar Companies website

A lot of people ask, "How do those all work together? They seem disparate." But at least in Texas or Americana - if you own a truck, you might own a horse. If you own a horse, you probably own a gun. If you own a gun, you're probably interested in gold and silver and real assets.

The saddle manufacturer we bought after a tragic plane crash when the owner passed away a few years ago. It was in our area and we felt like we understood the customer - that western lifestyle.

The Bedrock truck bed business started out of another company we owned. 

Source: Kaspar Companies website

Truck beds haven't really innovated much over the decades. One problem is that you have a headache rack and you have a Ford model, GM model, Chevy model - you have to create all these SKUs. Distributors have to hold massive inventory. We patented an adjustable headache rack that became a large business in our portfolio.

The bolt-action rifle company is one we acquired. Texas Precious Metals is a company we started from scratch. We have about 400 employees, all located in Texas.

2. Jason’s key metrics when buying - and running businesses

Alex: Given the diversity of businesses in your portfolio, are there unified metrics you look at when you evaluate performance? And similarly, when you look for acquisitions, what are the main KPIs?

Jason: We adopted the Toyota Production System, also known as the Lean System. On the acquisition side, we really look for companies that have been managed suboptimally from a working capital perspective. Can we take working capital out of the business to almost fund the acquisition itself?

Some of those platforms have themselves become holding companies. For example, we bought a bolt-action rifle company and then another one called Stiller which makes actions. They had massive amounts of inventory. We were basically able to finance the entire acquisition by streamlining and overlaying our business systems through working capital reduction.

The other thing is: can we improve revenue per FTE? It's one of my most important metrics that I talk about to all of our presidents and subsidiary leadership. Productivity equals wealth over the long term.

And lastly, do we have insight to the end customer that can drive value.

Internally, we focus on revenue per FTE as well as ROIC. Every month we get a report from each subsidiary that analyzes both these metrics.

3. The SKILLS system and Jason’s approach to capital allocation

Alex: You mentioned the Toyota Production System and Danaher. How did you go about implementing this across such diverse businesses?

Jason: We developed our own business system called SKILLS - Safety, Kaizen, Investing, Lean Daily Management, Leadership, and Strategy Deployment. Each module is an ever-growing system, like Danaher's, that we've been refining over seven years.

The way we do strategy - the cadence, the learnings, the visual tools - they all overlap whether you're in rifles, precious metals, or saddles. We use the Hoshin Kanri matrix for strategic deployment. We bring all subsidiary presidents together quarterly to share the learnings.

A specific example: every November, all our companies attend the National Finals Rodeo in Las Vegas. It’s the Super Bowl of rodeo. It's the largest consumer-to-business show Vegas puts on. Rather than having four separate booths, we pooled our resources to create an outsized presence with a unified story about the U.S. Western lifestyle.

National Finals Rodeo. Source: Reviewjournal.com

Another example: capital acquisition requests, or CARs. The CAR committee has people from each subsidiary. If the truck bed company wants a $1.2M expansion, Texas Precious Metals and our gun company review it and provide input before it goes to the board.

That's how the ecosystem works together. And when we look at bolt-on acquisitions, we evaluate how we can overlay our Kaspar Business Systems

Alex: Let's talk about capital allocation. You mentioned the cult of ROIC. Every dollar of cash flow is scrutinized. How do you decide between reinvesting in the business, buying another business, or dividending it out to shareholders?

Disclaimer: Unless noted otherwise, views and analysis expressed here are the author's own and based on public sources. The article is intended for informational and entertainment purposes only. This is not financial advice. Please consult a professional for investment decisions.

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Welcome to Episode 9 of our interview series.

The Montreal based Valsoft Corp. has quietly built one of the largest vertical market software HoldCos in the world. With over 130 acquisitions since 2015 (including 25 in 2024 alone), Valsoft has created a decentralized empire that spans several continents. Mo Firouzabadian joined Valsoft as Executive Vice President in 2024, after a successful career in tech, including 3 years at Constellation Software.

Mo Firouzabadian

I sat down with Mo to learn about Valsoft's approach to acquiring, operating, and scaling VMS businesses.

We talked about:

1. Valsoft's operating model and decentralized structure

2. What makes an acquisition target a "screaming buy" in vertical market software

3. Deal structuring and valuation approach

4. Due diligence focus areas and common red flags

5. Post-acquisition playbook and AI integration

6. Portfolio success stories

7. Advice for emerging VMS acquirers

If you need a primer on Valsoft, check out Sam Youssef’s recent interview with Luke Sophinos from the Linear Newsletter. 

If you'd rather listen to the audio version of the interview, check out our Rollup Stories podcast on Spotify!

Before we tuck in, a shoutout to our sponsor TechCredit Partners… THE debt advisor to rollups, HoldCos and Independent Sponsors. If you’re looking for $5M-$100M in debt capital, TechCredit Partners will help you close the optimal deal. 

Intrigued? Send an email to linus.eriksson@techcreditpartners.com and they will be happy to discuss your financing needs.

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Pavel: Welcome Mo! Tell me about yourself and what brought you to Valsoft.

Mo: I've been working in software for 22 years. I joined Valsoft about 18 months ago. I was attracted by the investment model of compounding - acquiring great businesses, helping them grow, and building platforms around them.

Prior to Valsoft, I was at Constellation Software for three years, so I'm very familiar with the VMS compounding model. Before that, I was leading businesses in publicly owned and private equity ventures across various vertical markets.

1. Valsoft's operating model

Pavel: Can you walk me through your operating model? 

Mo: Valsoft is part of Valsef Group, an investment vehicle. At the core, we're a software roll-up operation with over 130 software companies to date.

Valsoft operates in a decentralized manner. There are 7 operating groups. Each one is led by an investment partner with the mandate to deploy capital in different strategies. For example, one operating group focuses on travel and leisure. Others focus on a geographic basis. 

Valsef’s other businesses include Valnet, Valstone and Valsef Capital. Valnet is a digital media and online publishing company - you may have heard of ScreenRant or HotCars. Valsef Capital is the public market investing vehicle. And we have a newer division called Valstone that focuses on industrial software providers.

2. What makes an acquisition target a "screaming buy"

Pavel: When a new opportunity lands on your desk, what makes it a “screaming buy”? 

Mo: We want businesses with high recurring revenue and low churn, where the software is mission critical. We look for signs of customers reinvesting - purchasing additional modules or making regular configuration changes.

We look at market position. Is it the leader? Can it become the leader in its core geographies or niche? Is it famous within its niche?

We also look at underdogs. It may be a company with smaller market share that's done a lot with a very small team. Maybe they've bootstrapped the business, reached $5M in revenue with no salesforce - just the MD going out and selling. That could be an amazing opportunity because with a professional sales and marketing operation, that business could scale much further.

We really want to understand the upside. Where would Valsoft's playbooks and assets enable us to scale that business? Of course, we care about profitability and cash flow too.

In terms of size, most of our acquisitions have been between $2M to $20M in revenue. The sweet spot is between $5M and $10M. Vertical market software businesses tend not to be much bigger than $20M-$30M because they operate in niches. Some are bigger though. We recently announced our first take-private of a publicly traded company called Quorum Information Technologies, an automotive dealership software provider, for around $60M.

Pavel: You described different types of companies - big companies, small companies, market leaders, underdogs. The competitive environment is getting stronger. What's your edge? 

Mo: 3 things. Firstly, in VMS, we work to provide certainty of close. We pride ourselves in being thorough but fast in our due diligence process. 

The other advantage is that we are permanent capital. If you're a founder who's been working for 20 or 30 years to build your business, you've invested in your team and customer relationships - you want to protect your legacy. About half the time, those founders stay with us. They have the moment of exit as monetization of their investment, but then they go on to grow and thrive within Valsoft. 

A third edge is payment processing. Within the Valsoft umbrella, we have ValPay, our payment facilitator. Thanks to ValPay, we can provide great customer experience with an integrated payment solution tuned to the processes for that VMS company - whether online, point of sale, subscription, or similar. 

Ultimately, we want to build long-term relationships with founders and investors. From a fund perspective, those funds look to Valsoft for selling additional assets they want to liquidate, and we can provide that liquidity multiple times.  

3. Deal structuring and valuation

Pavel: How do you typically value a business, and how do you structure transactions?

Mo: Because we intend to hold forever, we look at two things. One, the growth trajectory of the company - the rule of 40. Two, the return on invested capital (ROIC). By valuing businesses as perpetual annuities with growth, we are aligned with Warren Buffett’s approach. What’s the intrinsic value? Does the company genuinely add value to the customer base? Or is it providing something that's a commodity? What’s the moat? 

Because of the type of transactions we find ourselves with - a founder seeking retirement or a liquidity event - cash offers prevail. That said, if the founder believes in the business and wants to stay, we may structure a cash offer with an earnout over three years based on the founder's business plan. 

4. Due diligence and red flags

Pavel: On the diligence side, what are the big things you focus on, to de-risk an investment? 

Mo: One, we want to make sure the financials are aligned with what we've been presented. Two, we focus on the key legal frameworks - customer contracts, employee contracts, contracts with main suppliers.

Three, the technology. Does the target own all of its technology? Is the IP protected? 

Pavel: Why do deals fall apart? 

Mo: Usually when things are presented differently than reality. For example, a seller has presented revenue as recurring which is actually non-recurring. Or instances where recurring revenue is underpinned by a gentleman's agreement with no contract in place. 

One piece of advice I would give any seller: it can be dangerous to put too much window dressing on a business. Obviously put your best foot forward… but change the reality too much, and you’ll end up with a wasted process.

Pavel: Looking at the other extreme, where in your experience have you paid the highest prices? What levers can sellers pull 3, 4, 5 years before sale to maximize value?

Mo: Quality of revenue. Have a very low churn rate. Be a customer-centric organisation. Have a growth engine and strong growth over 2-3 years. There are companies that will have an amazing year and then it all drops off. You need a growth engine that is repetitive, proven, and where customer expectations are met post go-live. We look for businesses with high NPS and good growth. 

Remember: we don't need 30-40% growth. We are looking for 15-20% growth over multiple years that's sustained without buying the revenue. 

5. Post-acquisition playbook and AI integration

Pavel: Once you've completed the acquisition, what are the first steps you take to de-risk or accelerate value creation?

Mo: Our first rule is “do no harm”: avoid any disruption for customers and employees.

Day one is all about communication and stability. We sit down with employees and reassure them that nothing drastic is going to happen. We're here to support their growth. We also reach out to customers and let them know the product and team are not going anywhere. If anything, these will improve with Valsoft's backing. 

Next, we sit down with the leadership team and review the low-hanging fruit opportunities. We help them figure out the best way to make that change. We put them in touch with experts within our ecosystem. Maybe we have playbooks in that area they can leverage.

A great example is AI. So many companies still don't know how to benefit from AI. Whereas we've been working for a long time leveraging AI tools across our portfolio.

Disclaimer: Unless noted otherwise, views and analysis expressed here are the author's own and based on public sources. The article is intended for informational and entertainment purposes only. This is not financial advice. Please consult a professional for investment decisions.

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“Large-cap Private Equity doesn't suit me any more” - a sentiment we’re hearing more and more from our readers.

We get it!

The industry’s prestige and financial riches must increasingly be balanced against creeping politics, organisational complacency and a dearth of exits. Partner promotion? Forget it. 

In response, the “PE officer corps” - those one or two rungs below Partner - are leaving in droves to set up “Independent Sponsors”. The trend has grown so pronounced that last month we travelled to Munich for the Independent Sponsor Forum to learn about the industry. We must confess that, before the Forum, we had only a fleeting grasp of the concept. Are Indy Sponsors really souped-up search funds? And what makes a Sponsor “Independent”?   

Here are our learnings - grouped in 5 chapters:

1. Warm-up: What are Indy Sponsors - and how do they differ from Search Funds? 

2. Why do Indy Sponsor Fund-of-Funds even exist? 

3. Indy Sponsor economics 

4. The type of people who get funded by Independent Sponsor fund-of-funds

5. Indy Sponsor deal tear-down: Brera Partners / GBSAPRI - an Italian insurance brokerage Buy & Build

In addition to the conversations at the Forum, in researching for this article we heavily drew on two excellent industry surveys. One by Addleshaw Goddard (AG), a European law firm that is very active in this space (and one of the Forum organisers) and the other by McGuire Woods (MGW), its US counterpart whose Deal Survey is de rigueur in the Indy Sponsor community. 

This article is sponsored by PPH Financial, led by the industry’s best Fractional CFO (and our former colleague 💪) Pavleta Pavlova. PPHF specialises in building the financial backbone for serial acquirers scaling from pre-revenue to 9 figures and beyond. Get in touch today on pavleta@pphfinancial.com 

Pavleta Pavlova, the founder of PPH Financial

1. Warm-up: What are Indy Sponsors? And how do they differ from Search Funds?

Independent Sponsors are individuals or teams that raise capital in a PE-style structure (“1 and 10”, “2 and 20” etc.). Also known as “fundless” sponsors, they operate on a deal-by-deal basis - as opposed to investing out of a blind pool. 

Since many of our readers are debating which ETA path to take, let’s begin with a comparison of the two most popular structures: Indy Sponsors and Search Funds. 

For starters, Indy Sponsors target larger deals. According to the MGW survey, c.60% of US Indy Sponsor deals involve targets with an enterprise value between $10M and $50M. In Europe, according to AG, the median deal size is larger due to c.40% of completed deals being in the €100M+ range. Compare this to the median search fund acquisition of $12M internationally (source) and $14M in the US / Canada (source). 

Secondly, the incentive equity formula differs significantly. Indy Sponsors are entitled to performance-driven carry not unlike traditional PE funds: 10-20% carry above the hurdle rate, usually with a catch-up. Searchers earn staged, time- and performance-vested equity: 25-30% of total proceeds. 

Thirdly, Indy Sponsors consider themselves as investors rather than operators, while Searchers are expected to run the company(-ies) they've acquired. 

Fourthly, and lastly, Indy Sponsors tend to hail from the ranks of seasoned PE professionals, advisors, and industry professionals - whereas the Search Fund crowd is arguably more diverse. The Search Fund model’s biggest flaw may be its need for universality. How many people do you know who are equally good at deal sourcing, DD, operating, and exiting?

Further reading: Side-By-Side Comparison of Key Independent Sponsor and Searcher Terms, by Moore & VanAllen

2. Why do Indy Sponsor Fund-of-Funds even exist? 

I have not met a RollUpEurope reader who doesn't want to raise from a Family Office. Or a high-net worth. Or a Sovereign Wealth Fund. 

Alas, very few succeed in this endeavour. 

The problem is, these types of investors don't necessarily have the patience or the skill to sift through hundreds of pitch decks. Especially from first-time serial acquirers. Funds-of-funds, on the other hand, are happy to work the conference circuit, carefully nurturing relationships with promising managers. 

Throw in the benefits of diversification, agency (manager selection is outsourced to someone else), and of course returns (a typical fund targets 3x net MOIC… much higher for top-tier managers) - and you understand why FoFs are proliferating at such a brisk pace. 

In the US, it’s names like Ocean Avenue and Align Collaborate. In Europe, Opera and Clearsight (both based out of Zurich), Maxus (Ghent), Yana (Vienna), and of course Headway Capital Partners, Keyhaven and Moore Capital (London). 

Based on the AG survey, the most common number of equity investors is one. Indy Sponsor deals tend to be less highly levered than PE transactions, with an initial debt/equity ratio of 1:1. 

3. Independent Sponsor economics 

Indy Sponsor economics consist of 3 building blocks:

1. Closing fee

2. Management fee

3. Carried interest

Building block #1: Closing fee…

…also known as the arrangement or diligence fee, it is meant to compensate the Sponsor for the work involved in putting the deal together. Not just the time and the travel costs. In Europe, 57% of those surveyed reported being on the hook for all sunk costs. Yikes! 

As one UK based Indy Sponsor told me: “You have to be careful with the closing fee to avoid being deemed by the FCA to perform a regulated activity”. 

In the US, the picture is more nuanced. According to McGuire Woods: “Institutional investors often provide expense reimbursement to independent sponsors… [who] are less likely to receive broken deal coverage when there is no lead investor or when the lead investor is a family office”. 

Back to Europe. Among the respondents with a closing fee (2/3 of total), more than half indicated that the fee was calculated on the basis of invested capital: typically 1-1.5%. A lucky minority (27%) got paid on the basis of enterprise value (same 1-1.5%). This isn’t disposable income. In a majority of cases, the Sponsor commitment is equal to or exceeds the closing fee. Specifically, the most common Sponsor commitment is 5%+ of invested capital. In other words, if you’re raising an equity check of €30M, prepare to put up €1.5M.   

In the US, the market standard is to roll over 100% of diligence fees. 

Building block #2: Management fee

90% of AG’s sample reported having one, most commonly set at 1% or less of invested capital. In a minority of cases, management fees are calculated based on platform EBITDA. The typical range is 3-5%, with an absolute floor and a cap. 

Very different compared to the US market - where 75% of the deals have an EBITDA-linked management fee (5% of TTM EBITDA is the default option). 

In both markets though the management fee is charged to the portfolio company and not the investors.  

Source: Addleshaw Goddard

Building block #3: Carried interest

Finally, let’s talk about carry. 50% of the European sample had “tiered” carry with hurdle rates (with Sponsor equity escalating subject to MOIC and/or IRR hurdles being met). More than 40% of all deals had fixed carry. The lowest carry percentage is 10% and the highest is 30%:          

Source: Addleshaw Goddard

As one FoF told me, “the common carry range is 10-20% and the market clears at 15%”. An Independent Sponsor added, “In the deals I’ve done, there’s full catch-up up to 20% but not above”.

Similar distribution in the US: 

Source: McGuire Woods

4. The type of people who get funded by Indy Sponsor fund-of-funds 

Now, given the abundance of capital and with a focus on smaller, less competitive deals, aren’t Indy Sponsors just “PE on easy mode”?  

Absolutely not! 

Firstly, certainly in Europe, few people will even qualify to be backed by an Independent Sponsor fund-of-funds. With the influx of capital, the bar has risen.  

Judging by the people we met at the conference, the typical first-time Indy Sponsor is a mid-career PE professional with +/- 15 years of directly relevant domain expertise. Don’t have that? Don’t bother. 

Secondly, no-one is keen to pay high multiples… but everyone is keen to write bigger checks! Headway’s latest fund is at €627M (c.$780M). That’s almost double its predecessor fund. Headway thus prefers to write €20M+ checks per platform. In Europe that’s already lower mid-market PE territory!    

Exhibit A - Brera Partners: an independent sponsor based in Zurich and backed by Headway. Brera was founded in 2021 by Tin Radosevic and Andrew Borda: two ex PE folks in their early 40s, with pedigree. Tin is a former Managing Director at Preservation Capital Partners, a mid market Sponsor out of the UK focused on asset-light financial services (wealth management, insurance broking etc.). Andrew is the former CEO of Greenoaks Global Holdings, or GGH, a PE backed rollup of emerging markets insurers.    

Tin and Andrew succeeded because they stuck to the knitting. Tin described Brera’s investment strategy as “asset-light financial services … everything apart from traditional banks and traditional insurers. Recurring revenue, lower regulation, high margins, high cash conversions”. 

Next, let’s review the terms of Headway’s investment into Brera, and what Brera did with the money.   

5. Indy Sponsor deal tear-down: Brera Partners / GBSAPRI - an Italian insurance brokerage Buy & Build

In April 2024, Brera acquired GBSAPRI Group - a Rome based insurance broker with 9 offices across Italy. It paid €16M for a 61% stake in an asset generating €5M in EBITDA. Eurazeo provided a €26M unitranche facility. 

The founder and CEO Giuilio Spagnoli chose to stay, transitioning to a Chairman role. Giulio’s deputy GBSAPRI Carlo Maria Bassi (pictured below) was promoted to the CEO. Carlo has an 11% stake in the BidCo (Appia Holding Spa) and Giuilio, 10%.  

Carlo Maria Bassi. Still from a promotional video

The initial business plan contemplated adding 2-3 businesses per year, each bringing <€1M EBITDA. The team promptly got to work, swallowing smaller competitors like Convergo, Seabridge (specialising in marine cargo, credit insurance, and fine arts, €3M revenue) and Ernesto Solari Assicurazioni (nautical specialist, €13M revenue).