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Episode Summary: MI310: A Serial Acquirers Deep Dive w/ Chris Mayer
Podcast Details
- Title: The Intrinsic Value Podcast
- Episode: MI310
- Host: Kyle Greve
- Guest: Chris Mayer
- Topic: Exploration of serial acquirers and their investment potential.
Episode Overview In this episode, Kyle Greve speaks with Chris Mayer about the unique characteristics of serial acquirers, their investment strategies, and how they achieve sustainable growth through acquisitions. The discussion delves into evaluation criteria, management traits, and the dynamics of mergers and acquisitions (M&A).
Key Concepts and Insights
- Definition of Serial Acquirers
- Serial Acquirers: Businesses that frequently acquire other companies to drive growth.
- Investment Appeal: They typically have high returns on capital and the ability to reinvest effectively.
- Successful Acquisition Strategies
- Decentralization: Effective serial acquirers often operate under a decentralized model, allowing for flexibility and resilience in managing multiple acquisitions.
- Routine Acquisitions: Smaller, routine acquisitions that fit a predefined strategic box tend to be more successful than large, splashy deals.
- Evaluation Metrics for Serial Acquirers
- Financial Ratios: Chris Mayer discusses the importance of debt ratios, particularly favoring a debt-to-EBITDA ratio of below 2.5x.
- Return on Equity (ROE): A key metric for assessing potential growth. High ROE combined with significant reinvestment can lead to substantial compounding returns for investors.
- Cash Flow Considerations: Understanding free cash flow metrics before acquisitions is essential for evaluating the acquirer's financial health.
- Characteristics of Successful Serial Acquirers
- Management Traits: Effective management that possesses skin in the game and focuses on disciplined capital allocation is crucial.
- Cultural Fit: Ensuring that acquired companies align with the acquirer's culture enhances the likelihood of successful integration and performance.
- Challenges and Risks
- M&A Failures: Many acquisitions do not add value, often due to lack of careful evaluation or mismatched management styles.
- Leverage Risks: Excessive reliance on debt can jeopardize financial stability, especially in changing market conditions.
- Competitive Landscape
- Venture Capital vs. Serial Acquirers: While VC firms can offer higher bids due to their resources, serial acquirers provide stability and long-term investment focus, which can be attractive to sellers concerned about legacy.
- Monitoring and Adjusting
- Key Performance Indicators (KPIs): Consistently tracking organic growth rates and evaluating the success of recent acquisitions are essential for ongoing assessment.
Conclusion Chris Mayer emphasizes the importance of assessing not only financial metrics but also the qualitative aspects of serial acquirers. Long-term investors should focus on the sustainability of growth, management efficiency, and cultural integration to make informed investment decisions.
Additional Resources
- Blogs and Books by Chris Mayer: Insights on investing strategies and serial acquirers can be found on his blog and in his books, specifically "100 Baggers: Stocks That Return 100-to-1 and How to Find Them."
- Related Episodes: The episode references past discussions on similar topics, enhancing the understanding of serial acquirers and their investment potential.
Connect with Hosts
- Kyle Greve: [Twitter](https://twitter.com/) | [LinkedIn](https://www.linkedin.com/)
- Chris Mayer: [Twitter](https://twitter.com/chriswmayer) | [Website](https://woodlockhouse.com/)
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Written by AI. May contain mistakes. Listen to the episode to check what was said.
Transcript
Automatic transcript. May contain errors.0:00You're listening to TIP. They'll see something trading at 26 times earnings or 30 times earnings and they'll think that it's expensive. But when you work out what the return on capital is of that business, then you could just look at something simple. You could look at ROE and then you could look at how much they're reinvesting every year. So if the ROE is, let's say, 20 % and they're reinvesting 80 % of that, paying out 20 % of dividends, then you've got 16 % roughly in compounding. And then your question for you is then, is that good enough for you as an investor? Is it secure enough? Is it durable enough?
0:41Do you feel good enough about it that you're willing to just sit and wait? And there's some sliding scale. You're going to find some that they're in 30 % and maybe they're paying out again, 20%. Now you're looking at 24 % kind of as you're compounding. And that makes a big difference. So then when you think about it in terms of a decade out, you just sort of forecast what 24 % compounded is over a 10-year period of time, it's a big number. And then you put a multiple on that at the end of 10 years and compare it to today and get your IRR, you can see suddenly if you have a company that's going to increase earnings six, eight times over the next decade, suddenly whether you pay 30 times earnings or 35 suddenly doesn't seem like that big of a deal, right?
1:53to look for in highly successful serial acquirers, and a whole lot more. My first exposure to Chris Mayer was probably the same as most listeners, from reading his book, 100 Beggars, Stocks That Return 100 to 1, and How to Find Them. After reading that, I started looking at his portfolio very closely. Even though I had my own framework for quality, his strategies were completely aligned with what I was trying to do. I'd send him some ideas, which he hasn't bid on yet, and ask him for feedback on my own analysis. He graciously helped me with my thinking on all sorts of topics. especially in regard to Topicus Evolution AB, Technion AB, and Dino Polska.
2:29I started moving in a similar direction to what he was already doing, which was looking at serial acquirers. The simple reason serial acquirers are so interesting is the mixture of high returns on invested capital and high reinvestment opportunities. The mixture of these two metrics can cause massive shareholder value if the high numbers are sustainable over many years. Chris recently joined the TIP Mastermind community for an incredible Q &A where members got to pick his mind on a variety of investing topics. The subject of serial acquirers came up and I thought it would be great to deep dive into the world of serial acquirers with him.
3:01So I reached out to Chris with the idea of talking about serial acquirers rather than strictly talking about multi-beggers. So if you're interested in learning more about how serial acquirers work, the value they can create, and the differences between a good one and a bad one, you'll want to tune into this episode. Now, without further delay, let's get right into this week's episode with Chris Mayer.
3:29Welcome to the Millennial Investing Podcast. I'm your host, Kyle Greve. And today, we bring Chris Mayer onto the show. Chris, welcome to the podcast. Thank you for having me on, Kyle. Good to talk to you. Chris is well-known for his love of serial acquirers. He holds some of the greatest serial acquirers out there in Heiko and Constellation Software, as well as some of his less well-known names such as Technion, Topicus, Lumine, and Brown & Brown. So today, we're going to go into a deep dive into the world of serial acquirers and pick Chris's brain about them. Let's start with the basics, Chris.
4:15What is a serial acquirer and why should investors be interested in learning more about the business model? Well, I would say a serial acquirer is a business where regular acquisitions are a big part of the company's growth. So that's a very broad definition. But yeah, any company that's routinely, regularly doing acquisitions to grow, that's a good working definition of a serial acquirer. So what the appeal is, I think there's a number of different things. One is, fundamentally, they are, as investors, we're looking for companies, or at least I'm looking for companies that have high returns on capital and the ability to reinvest over a long period of time.
4:53So, serial acquirers meet that need. They have long runways and yeah, they have the ability to deploy capital and earn those high returns. So, that's a big part of the appeal. They solve an investment problem. And I think the other part of it is that serial acquirers own a lot of different businesses usually. So, they're very resilient. It's not quite like when you own a company and they do one or two things and if one of their products is compromised somehow, you're in serious trouble. Usually with serial acquirers, they've got multiple different businesses and so they're very resilient, at least the best of them are.
5:27And so those two combinations I think are very appealing. So I'd like to know what got you interested into the serial acquirer business model into the first place? It's a good question and I wish I knew more definitively. It was sort of in the midst of time a little bit. But I do know that it started with Constellation Software. And I remember being skeptical of Constellation Software for years and years and years and just kind of thinking, you know, how is this possible? How can this company acquire so many other businesses? And I remember thinking, well, there must be a lot of junky businesses with low terminal value and, you know, just being totally skeptical about it.
6:03But then one day I did just sat down and read all of Mark Leonard's letters. And I just started to dig into it and figure it out. And it sort of clicked how this can work. There's some parts of the Constellation formula that other serial acquirers also follow, but there's this decentralized model, how they run their businesses. So, it's not like you have one guy in headquarters who's buying hundreds of businesses. And in Constellation's case, it's almost like you have six different divisions all looking to acquire businesses. And then even within those divisions, there's subdivisions that are able to do their own acquisitions.
6:38And there's a certain discipline to it and formula to it. In Constellation's case, they're acquiring the same kind of businesses over and over. And so, they have a way to create a box, a formula, what they're looking for and just reapply it again and again. So, when that started to click and I saw that work, I started to see the patterns in other serial acquirers as well. That's how I got interested. And it just brought in from there, I got interested in Heiko, got interested in some of these others, and then discovered the Nordic serial acquirers in Sweden. There's plenty of those. That's how it really began.
7:13And with your adventure into serial acquirers, did you discover them before or after you did your 100 bagger study? Yeah, it was after. I mean, there were serial acquirers in the 100 bagger study, but it wasn't like my brain said, oh, these are serial acquirers. They were kind of an invisible category to me at the time. And if you had asked me then, actually in circa 2015 or so, I would have still been of the opinion that I didn't want a company that was very acquisitive. You know, there's a general, as you know, kind of distrust maybe about companies that are acquisitive. And I'm sure we'll talk about that later.
7:51But that was something that I learned later. But there are a number of serial acquirers that are in that 100-bagger study. But I learned about it after. And I often say, if I did an update or something, I think I would include a chapter on serial acquires. They merit their own little study. So Scott Management had a great write-up where they discussed subtypes of serial acquires. They were roll-ups such as waste management, accumulators like Constellation Software, platform like Danaher, and holdcoes such as Berkshire Hathaway. Do you categorize serial acquires into subtypes? And if so, do you have a preference for a specific subtype?
8:26I do not. I know I read that Scott piece, which is great. It was excellent. I guess I've studied too much of Alfred Krasinski and general semantics to sweat too much over definitions and categories. So, I tend to peek and peer right through those. And so, for me, it really doesn't really matter what kind of label you want to put on it. For me, it's just focusing on the business and return on capital and reinvestment opportunities, the people involved, the balance sheet, and the sustainability of what they're doing. And so whether it's someone thinks of it as a platform company or accumulator doesn't so much matter to me.
8:59I'd say the ones I kind of prefer are ones where they have a big market opportunity. I like the ones where there's a more sort of definable culture or where I really have great trust in the management team and the incentives and that don't depend too much on leverage and aren't too aggressive. There's kind of like a sweet middle path you kind of run with these things. You don't want to be too aggressive, but you don't want to be too iconic either. So there's a middle path there. And those are kind of the ones I favor, not so much by a category or type. And then one offshoot of that is the roll-ups.
9:36So roll-ups just to me seem a little more centralized. What are your thoughts on roll-ups compared to a lot of the decentralized names that you have in your portfolio? I prefer the decentralized model. It makes more sense to me about how that's sustainable over a very long period of time. It seems to me that if you have a centralized process, that can work when you're smaller, but then there's a point where it just becomes quite a burden on the HQ to keep that M &A machine going. I don't know that we have so many examples of centralized models that work really well. I mean, the roll-ups, you know, when you say roll-ups to an American investor, typically they're going to view that negatively because there's, you know, lots of examples of roll-ups that then went bust or blew up somehow hour rather.
10:19But yeah, I think I prefer the decentralized model. Seems a little more resilient. Seems easier to scale and grow and less risk as you do so. So evaluating serial acquirers can be tough as their assets producing cash flows will obviously change as they acquire more and more businesses. So I'd love to know, what is your go-to way of evaluating serial acquirers? First, I think they still have to pass all the tests that any other business I would invest in would pass. And so, I have some quirky things that I look for. We talked about balance sheet strength is something that my tolerance for that is a lot lower than other people.
10:56My tolerance for leverage is a lot lower than other investors. It doesn't mean that you can't make a lot of money in a more leveraged vehicle. It's just my own preference. And then I've talked about a lot skin in the game. Insider ownership is something that I look for. But again, there's plenty of companies exceptions to that. Those are the kind of filters I put on in general. But then when I'm starting specifically to look at a serial acquirer, there's a lot of little things. So, you know, I don't like the ones that are super aggressive and buying up everything. So, you know, an example is like Storskogen in Sweden when it first came out.
11:27You know, they were just, I mean, they had bought a ton of companies, I think over a three-year period, something like 170 companies. It was a lot. They were very aggressive. They were buying everything and they weren't particularly disciplined about what they were buying or paying all kinds of prices. and you just talk to people in Stockholm and they would tell you that. So I like the ones that are much more disciplined, steady. I own Lifco. Lifco is a great example. They have a certain model, certain kind of business they're looking for and every year is just kind of steady. And that's what I want, like steady, consistent, disciplined deployment of capital, not too much leverage.
12:05I look a lot at incentives. Those are some key ones. I think, you know again you have to consider the opportunity so it's lifco is a good one where they are they own businesses across multiple countries so you have a much bigger addressable market perhaps and then a zero acquire that's confined to one industry or one geography so those are things you have to consider yeah i'm sure then there's more things will come up as we speak but you know those are some traits that i like if you were to let's say someone was looking at Lifco right now and they wanted to figure out if the valuation right now was good.
12:41What would be the metrics that you personally would use or you would suggest people use? Because serial acquires, obviously, you can look at free cash flow, which is fine. But the thing with serial acquires is that if their free cash flow is zero, it just means they're deploying all their cash. So that's not necessarily a bad thing. So yeah, I'd love to know what you think on that. That's right. We want them to deploy their capital. So you really have to look at some sort of free cash flow metric before acquisitions to kind of get at what they're doing. And then you want them to deploy that. But you raise a good question there with kind of valuation because people struggle with that a lot.
13:15They'll see something trading at 26 times earnings or 30 times earnings and they'll think that it's expensive. But when you work out what the return on capital is of that business, then you can just look at something simple. You can look at ROE and then you can look at how much they're reinvesting every year. So if the ROE is, let's say 20 % and they're reinvesting 80 % of that, paying out 20 % of dividends, then you've got 16 % roughly in compounding. And then your question for you is then, is that good enough for you as an investor? Is it secure enough? Is it durable enough? Do you feel good enough about it that you're willing to just sit and wait.
13:58And there's some sliding scale. You're going to find some that they're in 30 % and maybe they're paying out again, 20%. Now you're looking at 24 % kind of as you're compounding. And that makes a big difference. So then when you think about it in terms of a decade out, you just sort of forecast what 24 % compounded is over a 10-year period of time. It's a big number. And then you put a multiple on that at the end of 10 years and compare it to today and get your IRR, you can see suddenly, if you have a company that's going to increase earnings six, eight times over the next decade, suddenly, whether you pay 30 times earnings or 35, suddenly doesn't seem like that big of a deal, right?
14:37So, you have to put it in that kind of perspective. So, I always say, it's business first, quality of business first. Spend a lot of time building that conviction on what it looks like on a 10-year view, having a great deal of confidence in that. And then, and again, that means digging into the economics of it, whether or not that's sustainable. And then you figure out kind of what today's price and what the IRR is. I mean, many of them are still cheap, even at 25 or 30 times earnings, if they're successful in doing that. And so, you can always take a toehold position to start, and then you get chances to add along the way.
15:13But I always say too, you learn more when you own something than when you just follow it, when you own it, and then you really start to see the economics of it, you really start to understand what makes it go. That's one way to get over that hurdle. I like how you break down to, it's just a simple math equation, right? And like you just said, if you use ROE and book value, and if you have a good understanding of the sustainability of their return on equity, if they can keep it at that high level, and they're likely to just keep their reinvestment the same, then your valuation is going to be somewhat accurate at the end of the day.
15:45Right. And also, you know, then you also can come to appreciate the differences between companies. So if you have a company, you know, a lot of times people say to me, well, why do you own X? Why don't you own Z? And it's what I own is trading at 30 times. And what they're suggesting is seems very similar, but it's trading at 20 times. But then when you look at the return on capital and the reinvestment rate, you see that difference. And when you cast it over 10 years, it's an enormous difference. And so the market's not entirely dumb. You know, it has settled, it has figured out that one of these is not going to create as much value as the other.
16:15And so I see that all the time. People trying to go with the lower multiple name, thinking it's cheaper and it's very similar. But when you look at it, the higher return business is quite a bit better. Even three, four, five percentage points matter a lot, as you know, over a decade. So it's no secret that most mergers and acquisitions is value accretive for the seller and not the acquirer. And yet the institutional imperative of growth keeps businesses in hot pursuit of M &A, even when the research suggests that it is mostly a losing proposition. What do you think are the key attributes from successful serial acquirers that allow them to buck this trend?
16:50And I think you've read this book as well, Deals from Hell. You know about that book. Yeah. Because I think he pushes back on that. It says actually, you know, M &A is not value destructive in general. It's just that there are, you know, the failures are so high profile. But he has some interesting things about that in that book. But I would say, you know, sticking for a minute to the serial acquirers, smaller deals. I hate this word programmatic, but people use it, where it's more of like a routine acquisition that fits into a certain box that that company is looking for. Those tend to create value.
17:20The ones that hurt are over their big, splashy acquisitions. There's a lot of leverage involved. If it's something that's outside of management circle of competence. I mean, if you have a serial acquired, it's accumulating industrial businesses, and then all of a sudden they buy a retail chain or something like that. but that could be a risk. So what makes them buck that general trend of having these failures is that they are smaller, they're more routine, they fit into what those businesses do, what they know about. It's the decentralized model that we talked about. Those are important factors.
17:52I'm sure I'm missing something there, but that's some of it. Speaking of deals from hell, in that book, the author Robert Bruner outlines some of the biggest M &A failures happen, like what you just said, when acquires purchase in hot markets and at poor prices. So many of the best serial acquirers purchase businesses on private and not public markets, which can help take away a little bit of that risk. So how do you think that gives them an advantage over, you know? Yeah, that's a good point. That's a big one too. I mean, the companies that are acquiring other public companies, much more difficult than acquiring private companies.
18:25So for one thing, a lot of the private companies, I mean, they're just the multiples or what they're paying is a lot less. It is a lot less. So, I mean, that's a big factor. And some of the best serial acquirers, they are really, they're not necessarily, I own Technion, for example. And they're not necessarily just buying from brokers. They're doing their own work as far as trying to dig up candidates. They're on the phone calling companies, meeting with them. And it can be years before they actually acquire that company. There's this long kind of relationship building period. And that has a lot of appeal to me, the companies that can do that.
19:01Because then they're really thinking about things like culture and good fit, and they're really giving a lot of thought to what they buy versus acquires where it's more of a financially motivated transaction or financial engineered transaction where you're just buying companies that are private because they're lower multiple and you're in a public vehicle at a higher multiple. And so, you kind of just take advantage of this arbitrage. So, I think that buying companies privately, Yeah, you avoid that sort of auction platform, although that certainly it can and private markets can get hot. You're still a lot cheaper than public markets.
19:34And so you avoid that sort of bidding war that can happen on a public platform. Another big takeaway from Robert Brunner's book is that the quote, best deals seem to be improvements of the target company rather than improvements of the buyer. Buyers go into the best deals as healthy, well-performing firms seeking to spread their best practices to the targets. The worst deals show buyers who perform poorer than targets leading up to the deal. So have you found the statement to be pretty accurate from your observations and research on multi-baggers and serial acquirers? Yeah, I think so. I think the companies that are doing the acquisition, they bring a set of best practices to what they acquire.
20:14Certainly, Constellation is a great example of bringing best practices to companies they acquire. There's a certain playbook that they have. And one part of that is simply increasing prices or what they call value-based pricing. so they don't spend a lot of money improving a product unless the customer is willing to pay for that. So it's just a simple matter of making sure they get paid for the work they put in. And I find in other serial acquirers as well, they can help with, like Technion, they can help with the human resource function especially, help them find people and they can take that load off of a CEO running that company, a management team running that company.
20:53Other serial acquirers, they can help with working capital management and other issues. So there is some value add that a serial acquirer can bring to the companies they acquire. So I would say, yeah, that's generally true. Another way you see it is that over time, the margins of companies, again, for the better serial acquirers, the margins of the companies they acquire tend to improve over time. So that's an example that they're getting better and being better businesses. this. In some cases, like with Lifco, you can go back and you can look, and I believe they've disclosed this. You can look at a division, a company they acquired years ago called Brock, and you can see 20 years ago what it did in revenue, and you can see what it does now.
21:33It's like 20 times as large. So it's a case where they've helped businesses grow and get better over time. I like that aspect of it. And Brunner, I remember in the same book, he said a lot of the best acquisitions came from a position of strength rather than from a position of weakness. And it seems like a lot of these bad acquisitions come where the company is going in and they're not doing so well. And then they have to make this acquisition to try to garner interest from investors. Yes, that's a good point. I mean, I think the serial acquirers, I don't think there are too many that do this where they're actively just taking on a turnaround.
22:09I guess Constellation is good at that. And they're buying companies that are not generally sometimes not necessarily performing that well and they come in and improve it. But for a lot of the other industrial serial acquirers are not doing that. And I think they've learned how difficult that is to do the turnarounds. It's like Buffett says, most turnarounds don't turn. That's the problem. Let's take a quick break and hear from today's sponsors. Even Einstein had blind spots. That's why modern science is built on the idea of peer review. Investing may be more art than science, but that doesn't make peer feedback any less valuable.
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25:06To begin getting smarter about investing, just visit theinvestorspodcast.com slash get started with stocks. That's theinvestorspodcast.com slash get started with stocks. And for a limited time, you can use code stocks15 for a 15 % discount at checkout. All right, back to the show. So now that we know some of the attributes of successful serial acquirers, let's get into what exactly makes a good acquisition. What are the characteristics that the acquirer should look for in the businesses that they're acquiring so the acquisition will be value-creative to the shareholder? Well, this is where there's a lot of different ways to do it.
25:45And so, all the different serial acquirers have their different targets. Almost all of them I've seen have some sort of, say, target margin that they're looking for. They'll talk about sales growth. They'll even talk about minimum size. So I don't know that there's a real definitive answer there because there's a lot of ways you can do it. You can do it with higher margin businesses. You can do it with lower margin businesses. You can do it with capital light. Most of them are trying to be capital light. So you're talking about businesses that don't require a great deal of reinvestment capital expenditures just to keep going.
26:17That's another attribute tends to be. What I like is also when the CEO acquires do the deals without issuing shares. I don't like the ones that are issuing a lot of shares to fuel their acquisition. That's kind of maybe more of a red flag where they use a lot of leverage. Most of them are, if you're talking about like, say, debt to EBITDA two and a half times or less, and they can float around a lot and can vary a little bit on the industry. Like Brown and Brown is one I own. Every time they do a big deal, you'll see their kind of net leverage kind of swells a little. Like they just bought last year, they bought GRP in the UK.
26:49So their leverage is going to swell up a little, but then come down. In 2018, they bought Hayes, which was the largest acquisition they did at that point. And the same thing, you could see their leverage pop up a little and then kind of come down. Heiko just bought Wencore, and their leverage is going to pop up. But I'm talking about when you're looking at the company over a longer period of time, what's kind of normal leverage. For me, in less than two times, debt to EBITDA is a good number. And I think most of them have some kind of targets like that. So where they get in trouble is issuing shares, leverage, doing too many deals, and not being disciplined about what they pay.
27:23Those are kind of where they screw up. How about synergies? Do you actually like businesses that are synergistic with the acquired business? Or do you like the ones that it doesn't really matter that much? Yeah, I like the ones where it doesn't really matter that much. I mean, in my experience, true synergies are kind of hard to find, really. It's a number that gets thrown around a lot. people talk about not a number. It's a word that gets thrown around a lot. Managing teams like to talk about synergies, but real synergies are kind of hard to find when they happen. Great. It's wonderful. But I prefer that the deal not depend on that, not depend on synergies.
27:59And what about aligning incentives between the acquired and the quarry? What are your favorite models for that to look for? This is a great question because this is one area where they're different. So some serial acquires will buy out 100 % and just use some kind of earn out structure. That works. And lots of companies use that. Technion uses earn out. Brown Brown uses earn outs. And then there's the other model more where they don't buy 100 % of what they're buying. They buy 70 % or 80 % and they leave the management team in with some skin in the game. That's like the Heiko model. They do that.
28:32And that works very well too. At Lifco, most of the time they're buying out everything, although they have had some deals where they don't buy out the whole. I don't know that I have a preference one way or the other, just that different models and management teams make different ones work. They both can work very well. And I own companies that do it both ways. So I think, again, this is one of those that falls more along the lines of maybe personal preference, but also whether that particular serial acquirer is successful with whatever method it's chosen. We could sit here and imagine ways in which earnouts could fail, somebody not do it well, or the other way.
29:06So you take out 70 % of the management team and you think You've got them interested with 30%, but they're not. Now, what do you got? Now, you've got a problematic partner that owns 30 % of the equity. So both can fail and both can work. So this might also be personal preference, but what about management? So once an acquirer acquires the business, do you prefer management stay in place or do you like when they just buy the business and then can find their own management afterwards? It feels better when the managing team stays. I know that that, I would prefer that that not be acquirements. So for example, I remember talking to Pear, the CEO at Lifco, and he told me, you know, they underwrite every deal as if the management team walked away right after, you know, because that's kind of the worst thing that happens.
29:48You have to think that, can you run the business? Do you have people and all of that? So I think that's a good way to approach it, but it feels better to have the existing management team run it at least for a couple of years. I don't expect them to stay there forever. This is how the opportunity is created. Why is Technion able to buy some of these nice businesses? It was because the people own them, started them, ran them for 20 or 30 years, want to retire. So you can't expect to buy that and then have that person stick around for 10 years. It's just not the way it's going to work. So a common problem many serial acquirers face as they scale is a problem of growth.
30:20When you're smaller, a small acquisition can still move the needle. But as you grow cash flows, you find larger businesses that you have to reinvest your cash into. The theory is that as these deals get larger in size, it becomes harder to apply your strict acquisition criteria to larger acquisitions. I'd like to get your thoughts on how some of the larger serial acquirers like Constellation Software are going to be able to sustain their high returns on capital while doing deals in, say, the sub$700 million range. Yeah. I mean, I think this is a big concern with serial acquirers is as they scale, it gets more challenging.
30:54And like a lot of the Swedish serial acquirers like in Indutrade or Lagercrons, as they got bigger, they did bigger deal. It's not necessarily they did more, they just did bigger. So that's interesting. But you do see a certain fade over time. As you get larger, the return on that capital starts to kind of tail off and as you would expect, but you can still create a lot of value. If you're starting, let's say Constellation started at 30%, 35 % return on invested capital, it's got a lot of room to come down and still create value if they're putting large amounts of capital to work. So it's both things that you want, returns and the amount of capital you can put to work.
31:35But yeah, Constellation is a really interesting case and I own it. And it's always the question when I talk to other shareholders, it's the thing we talk about. It's what does Constellation 2.0 sort of look like? How can they continue to do what they're doing? How sustainable is it? What does it look like? I think we're getting a peek at it. I mean, they did the deal where they bought, what was it? Blue Optima from Black Knight, which was an incredibly good deal for them. And before that, they did the Allscripts deal, which was a very large deal. Jury's still out on how exactly that deal's coming out.
32:07But yeah, it will remain to be seen with Constellation, whether they can continue to do it or not. And they're still doing some of the smallest acquisitions too. So it's funny to have a company in that market cap and they're still doing these little tiny, tiny deals. And based on research that I've done, that I've talked to people in that business, I mean, they're still, they have 100 ,000 plus targets that they track. Not all those are actionable, of course, but there still seems to be, and there's more copycats and everything. So there still seems to be a lot of opportunity and we just have to wait and see.
32:39But this is the big concern with serial acquires. And once they get that big, it gets harder and harder to find ways to deploy that capital, larger and larger sums, but it can be done. I mean, I remember people talking about Berkshire Hathaway and how it was too big 30 years ago. So it still had a lot of legs left and look at constellations as tiny compared to that. So they're among the best corporate capital allocators on the planet. So if you wanted to pick someone to solve that problem, you would pick them, I think. So I feel good that they're going to figure it out. We'll see. And you would know much better about these deals than I would.
33:17Are they basically still applying their same acquisition criteria to small deals, just to larger deals? Or what differences are you seeing? As they go up, the IRR hurdle comes down. There's a sliding scale there, a smaller deal. I don't remember the numbers offhand, but let's say it's like 30 % return required on a deal, the smallest deals. And as you step up on revenue, that hurdle rate comes down. So they acknowledge the reality of that. You're not going to be able to put together big sums of capital at the same IRR that you can hoover up these tiny, tiny VMS businesses. So from my research on serial acquires, the general observation I've made is that organic growth rates tend to go down as the business scales up.
33:59So how do you incorporate organic growth rates into your analytical process? Yeah, I mean, I focus more on total growth and I don't want organic growth to be negative. So there you go. You know, Constellations has been very successful with organic growth rates of low single digits. So I think, you know, it's nice to have high organic growth rates. Of course, it makes everything work better. It makes the model work better, but you don't have to have it. Total growth is more important. And then secondarily, you want that organic growth to at least be kind of positive. I think the market does tend to punish companies that have negative organic growth.
34:31And I think organic growth is interesting to keep an eye on anyway, because it's kind of like a clue as to how management or how much attention is paid to a business once it's acquired. So it's kind of like if the management team does pay attention to the businesses after they acquire them, you tend to see better growth rates. It reflects more of the attention paid there. I think, I mean, as a generalization, I think that's probably a good indication that organic growth is a kind of an outcome of paying attention to how the businesses are managed once you acquire them. And from your research on serial acquires, are you aware of management incentivization programs that are looking for organic growth?
35:12I know Topicus, I think Dayan, who was the former CEO, he is incentivized to get organic growth. But do you see that in other companies as well? No. No, I have not. A lot of times targets are based on EBITDA or some version of that. It's interesting, not many even have a per share component. Technion does. They have earnings per share, double every five years is their goal. I think there's another serial killer. I think Velati, I remember seeing actually has a per share requirement for something. So there are some out there like that, but I don't recall seeing specifically organic growth being called out.
35:49That may be part of the incentives for the individual subsidiaries. We just don't see it necessarily as investors at our level. So financing mergers and acquisitions is very important to successful deals. Most deals are financed by cash, bank debt, or the issues of equity. Cash is probably the best source of financing as it carries the least amount of risk. but many great serial acquirers have more ideas than they have cash on their balance sheets. If they can maintain their acquisition criteria, then leveraging with debt or equity can be the right move. What method of financing do you find the most valuable for the acquirer?
36:23The best are the ones that are able to finance their acquisition program entirely with their own cashflow, their own operating cashflow. And so just as operating cashflow comes in, they reinvest it and operating cashflow grows over time and they're reinvesting it. that's a beautiful thing. Some leverage in there I think is good. Some small amount of leverage, juices and returns a little bit without really any risk. I'm okay with that. And you just, like we talked about before, the excessive leverage, you can get into trouble. And I don't like issuing shares so much either, just because that's a very, very expensive way to buy things.
36:57I always think about Warren Buffett talking about his Dexter shoe where he issued shares to buy it. And he tells us about how expensive it is in later years. And so I think of that too. I think, well, I look at the shares as precious. And so what are they going to be worth 10 years from now? And then how expensive is that acquisition going to really look? So I would hesitate to issue shares even when the shares appeared to be pretty rich. I would still even be reluctant then. I would try to do it any other way before I issued shares. Yeah. I ran the numbers on that actually just a few days ago and the shares that he issued were worth$12 billion.
37:33So yeah, going back, you previously mentioned debt to EBITDA that you kind of liked around, or sorry, yeah, two and a half times or so. Is that kind of a general number that you like to stay below for some of these? Yeah. General number. I mean, most of the companies I have are leveraged well below that or like one point something. But then again, they sort of flex like an accordion if they happen to do a bigger deal and I'm okay with that. I want them to do it, do those deals when they can. I mean, it was great that Heiko bought Wencore, I think, and bought the number two player in PMA. And so that should be a good transaction.
38:06I thought it was great when Brown Brown bought GRP, gives them a substantial foothold in UK and grow that business. So I'm okay with that. And I know the management teams will bring that leverage back down in a couple of years, it will be back down below those, well below that 2.0 target or whatever. And do some of those businesses that are using debt as leverage, do they ever find trouble getting access to debt? Right now, obviously, interest rates are high and debtors aren't exactly running out to find people to give money to. Is that a problem or is it just the fact that they have such good operating results in the past that it's easy for them and good relationships, it's easy for them to get that debt?
38:45Yeah, I would say more of the latter. For the ones I'm involved in, it's easy. It's easy for them. They're not particularly leveraged. they generate a lot of cash and they have a track record. So yeah, I would say it's been easy. But I always say, I remember a 2008 crisis where there are lots of companies that had, you thought were decent balance sheets. And then suddenly when credit dried up, even decent balance sheets became problematic. So scars from that made me very picky about balance sheets. And that's partly why I am the way I am. And I try to avoid that leverage.
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42:37That's theinvestorspodcast.com slash tip-finance. All right, back to the show. So you mentioned just previously that you don't really like businesses that are issuing equity for acquisitions. Are there any times that you would make a exception for businesses that do that? or is it kind of just if they have a history of doing that, you're basically just completely red flagging it and you're out? If they have a history of doing it, yeah, I'm probably not going to be very interested in that. But there are cases where it can make sense. You know, Technion recently did a small raise, for example, just to kind of bridge because they had such a robust pipeline.
43:17You know, they were a little concerned that they might have some of these things all come back and they wouldn't be able to necessarily make good on all of them. So it was just some money to get just a little bridge to get them across. and I don't really expect them to issue equity again. So I think there can be certain circumstances like that where it may make sense. You know, Heiko issued a tiny sliver of shares when they did the Wencore deal. You know, I don't know if it made sense necessarily or not, but, you know, for an asset like that, if the other side is demanding shares, then it might make sense to get really a premium asset.
43:50But, you know, this is again, more my personal preference because I know there are some serial acquires that have been reasonably successful and share issuance is a regular part of what they do. But, you know, I don't like that also because if you become dependent on that, you may find that you have to issue shares at a time where it's not so convenient. You know, markets are not always so buoyant and friendly. So if you make that a regular part of your plan and then we go through a period of time where share prices are low, then it's going to mess up your little algorithm. So European serial acquires seem to be doing a lot of things right.
44:21Since you have Topicus, Technion, and Lifco in your portfolio, I think that you might have some insights into their special sauce. What is it about European and specifically Nordic countries that seem to be producing many high-quality cereal acquirers? It's a good question. With Sweden, there's a whole bunch of them over there, as you know. So why is that? I remember when I went there, actually both times when I've been and I've talked to people, I usually like to ask this question. I don't know if I ask anymore, but I did for a while because I was trying to figure out, well, what's the deal? Why are there so many of these things over here?
44:51And I got several different answers. I don't know that any one of them is right, but there may be some truth in all of them. So, I mean, I can just share some of them with you and see. You know, one of them is that there's just more of a sense of trust in Sweden, just among Swedish people. And so, it makes that decentralized model more workable. And so, it's more of a natural thing to happen there. And the other is, you know, you do have Bergman and having started the first kind of Swedish serial acquire, was very successful and had spinoffs, AdTech, Lagricrons, and so forth. And then naturally there were companies that sprouted up in Stockholm that copy that.
45:27So it's kind of like maybe what you call like a Silicon Valley effect, I think of it as. You know, you just happen to have tech companies all start there and then there's other ones that just start around it. And before you know it, it becomes a hub. And so that Stockholm has become kind of the hub for that. Might also be part of it is that I've heard that part of it may be also that Swedish law is it's really easy to acquire companies there. You know, you could have a, your documents might be 10 or 12 pages just to acquire a company in Sweden. You go to the UK, there's lots of lawyers involved and it's hundreds of pages or the US.
45:58So there's something, there might be something that. So a combination of all these factors led to this proliferation of serial acquires in Sweden. So yeah, that may be one reason why. So one thing that stood out to me when I've been looking at documentation of many great European businesses is the transparency in insider ownership compared to many North American documentation. Why do you think their levels of transparency in that department are so much greater than in North America and other geographies? I don't know. Some of it is, you know, there's more family-owned businesses over there. And so they naturally disclose those things.
46:34But otherwise, I really don't know why that is. So in a presentation by Johan Steen of Technion, he had a great section where he discussed the importance of adjusting as the business scales. For instance, managing 50 subsidiaries down the road will be a lot different than managing the 26 that they have right now. What are some of the key personnel adjustments that you've noticed must be made as a serial acquirer grows successfully? Yes, this is a question I talked to many of them about. And Technion's answer is refreshingly honest. They'll just, they say they don't know and they'll see, you know, when they, when they get there.
47:08For now, it's Daniel and Yuan and they can handle it for, I'd say, probably at least five more years before, maybe more before it becomes an issue for them because they're pretty small. But like, you know, I've talked to like Per Lifco about this and the big change is you have to find more people that can be involved in the capital allocation role. And that's difficult. Like to find good operators, people know businesses and can run businesses, that's easier. But then to find those people who then also are good capital allocators, That's harder to find or you have to grow your own. So that I'd say is the big change.
47:43You have to bring along other capital allocators within your organization so that it can't just be one guy doing the whole thing or two guys running, two people running the whole thing. You have others involved. I think that's the biggest change. And so for a business such as Constellation Software, which has tons of people making these decisions, how have they created, I guess, a model or education system that is doing such a good job of this? And how can other companies use it? Well, I think with them, because they're buying the same kind of businesses across all those different silos. So, you know, VMS, vertical market software businesses, they know there's certain, you know, they know what SG &A should be.
48:27They know what sales and marketing should be. They know all the different costs and what they should be. And they can apply that template across all their acquisitions. Maybe not all now, because now they're doing other things, as we talked about. But the old bread and butter anyway. Whereas somebody like, you know, a LIFCO or Swedish industrial acquirer can't use a model like that because they're acquiring businesses in different industries. So it's kind of like there's pros and cons to it. And on the one hand, you could argue and say, well, somebody like a LIFCO has a much greater TAM than Constellation.
49:00There's not any restraint there. So then they're not confined just to vertical market software. But then the downside is they can't just have one template and train people to look for these things. They have to have someone who's a little more balanced or knows businesses and can value and acquire a lot of different kinds of businesses. So that's kind of the tug between having a serial acquirer that's in one industry and they can have one model that they just apply over and over versus someone who can acquire across different industries. And both can work. And both can work. And so let's invert.
49:38What are some personnel red flags to be aware of when it comes to serial acquirers in regards especially to scaling up? Well, I mean, you know, there's a lot of turnover. That's always a red flag. You want to know why that is. the other thing is you can sort of watch the returns on the businesses if you have returns that are declining that can be an indication something's not right even though management saying that that things are okay if you're seeing it in numbers you know things seem to be deteriorating that can be an indication there's some kind of problem with their they're having some problem scaling that it needs to be figured out so those are a couple that i think of offhand.
50:16But on the outside, it's not necessarily always so easy. This is why you really got to have confidence in management team and their process and have great confidence they can do it. So let's turn our focus to the competitive advantages that serial acquires possess. M &A isn't a new business model, but as businesses like Bergman & Beving, Lifco, and Constellation have shown, it is possible to shine brighter than competition in public and private markets. How have some of these businesses been able to continue doing what they do for decades while the majority seem to fail? I mean, some of it is that there are permanent owners of these businesses.
50:50I think that's an advantage, particularly over private equity buyers and other acquirers of companies that aren't necessarily going to be permanent owners of that business, but are maybe looking to eventually flip it for a profit. So that's one advantage. Some of it is the model itself. So I remember struggling with this in the beginning too. What's the competitive advantage of Swedish Serial Acquire Holdco? And it isn't necessarily obvious at the Holdco level. Or think about somebody like Brown and Brown as an insurance broker. There's other insurance brokers. They all do the same kind of similar things.
51:23But once Brown and Brown gets the customer, then it's like a 95 % renewal rate. And it creates this cash annuity almost like a software company. So yeah, they fight like heck to get the business. But But once they get it, they keep it. And that's kind of true in the industry generally. So that's what makes it attractive. And I think with this other serial acquirers, the Swedish serial acquirers, the industrial Swedish serial acquirers, it's similar. They're owning, once they have the business, then they have it. And a lot of these businesses are small niches. They do things that aren't necessarily so easy to compete with at that level.
51:58So it's not that the competitive advantage is necessarily the whole incoming level, but it's in the companies that they own. It can be at the whole level too. I mean, there are cultural things that are hard to copy and there are approaches that are hard to copy. But I think a lot of it comes down to the businesses that they're investing in. Venture capital and private equity are obviously competitors in the M &A space. What structural disadvantages does venture capital and private equity have versus public competitors like these Swedish serial acquirers? Well, I think the big disadvantage, which we just talked about a little bit, was that they're not buying for keeps.
52:33And so that can matter. I mean, when you're looking to buy, if an entrepreneur is looking to sell his business, yes, there's a certain group of entrepreneurs who are just going to take the highest bid and they don't care. And in those cases, the VCs and private equity and all those, they'll probably win those deals. But for some of them where they're really concerned about the legacy they leave and they're concerned about the employees and they want their business to continue, that's where something like a Technion or a Lyftco would be a more valuable home, would be a better home for that business.
53:00So it really depends on the kinds of businesses. And certain businesses are not necessarily going to be that interesting to VCs anyway. They're going to go after companies that have really high organic growth, big markets, whereas Technion and Lifco can buy just some small, modest business that may not be maybe growing 5 % a year or whatever. But that would be a perfectly good fit otherwise for those acquirers. So it kind of depends a little bit. But the other thing is that serial acquirers, we may see this now because with interest rates a lot higher than they were a year ago, I'm very interested to see how the private equity buyers, what happens to that pool of money?
53:40Is there less competition now for purchasing companies because they depend heavily on cheap debt? And some of the serial acquirers themselves will use a lot of leverage. They're going to be challenged too. If their model depended more on having access to low cost debt, then that model is going to be challenged now too. I'm interested to see that. And then I'll also be curious to see if higher rates have an impact on the prices of the businesses themselves, whether they come down a little or not. We'll see. And then looking at the other side, where would VC and private equity have advantages over some of these serial acquirers?
54:17Well, they definitely have an advantage over any situation where the money talks above everything else because they're going to be able to write the biggest check and the serial acquirers are going to be disciplined about what they pay and they're not going to get involved in those. So any kind of high growth, sexy company involved in anything like that, those companies have the advantage. So a popular question I come across on Twitter is what makes one serial choir better than another? And you kind of just touched a little bit on this, but we can get into it a little more detail. So since many of the businesses seem to be running similar playbooks, it can be hard to differentiate which one deserves your capital over another.
54:53What do you think differentiates some of your businesses, such as say a Lifco or over an AdTech or Topicus over Vitech? Well, one is the, it's the people involved and there are some differences in strategy, whether you are okay with it or not. So Vitek is an interesting one that they have issued shares in the past and you're either okay with that or you aren't. And their targets are a little different. I think Vitek has higher organic growth rates generally than Constellation. So they're going after slightly different companies there. So I don't know. I mean, there's a lot of little particulars that kind of add up and makes them different, makes one serial acquire different from another.
55:29And you just have to sort of compare them all from top to bottom and how they're, because I know what you're getting at and it's popular with people who haven't done a lot of work in it and then they'll say, you know, why is this one, you know, why is this one better than that one, basically what you're asking. And it seems like it just opens the door to so much, you know, you have to talk about so many different things. It's not like so obvious that you can just jump out and say, well, they do this and these guys do that. It's a lot of little things. And yeah, I guess the people, incentives, kinds of companies, are business, how kinds of businesses they're acquiring, how disciplined they are about it, how they finance them.
56:04A lot of decisions and a lot of ways to do it. And so, you have to find the ones that have the good recipes, but sometimes there can be subtle differences. I agree. And the common answers I usually give are cultural and you've instilled that in me a lot just from reading a lot of your stuff, but culture matters a lot. And especially if you're running these decentralized models, because you're essentially when you buy them, you're entrusting that the culture that you're buying is going to be just as good or hopefully maybe even better than the culture that you have now. So I think a lot of businesses just, they can't do that.
56:37I agree. And also, the culture matters if you're a long-term holder. I mean, if you're going to own this business, you're thinking of owning the business for a decade, then that becomes very important. If you're just looking to buy something for a year, because the PE is lower than it's been over the last five years and you're playing some, that's different and you don't care so much about the culture, but you're going to own it for a very long time, then these things really matter and they can have a great impact on return over a decade. Absolutely. So many of the best serial acquirers maintain levels of returns on capital that most business owners can only dream of.
57:08What is it about the acquisition criteria of many of the best serial acquirers that allows them to maintain such high levels of capital efficiency? Well, I mean, some of it is that they're paying a good price. That helps their returns right off the bat. And two, they're usually buying things where they feel like they can at least grow the business or increase margins over time. So that's going to help their returns as well. And staying with businesses that occupy certain niches where there's perhaps less competition and they can envision what the company might look like five, 10 years down the road.
57:43Those are all important considerations. And I think those are some key ones. So as a long-term investor, your intent is to hold onto your businesses for a long time. So on a quarterly and yearly basis, how are you monitoring serial acquirers to ensure that they continue performing at high levels? Well, you always track the acquisitions, how that's going. Although you don't worry too much about quarters can be light. And then sometimes company might go two quarters, we're hardly making any acquisitions and then boom, boom, they make two right away. So you want to see that they're insistently deploying capital.
58:20That's a big one. And otherwise, they're doing what they say. And the underlying health of their businesses is still good. So, you still follow it just like you would any other company. I think the only added wrinkle is, yeah, in this case, you want them to spend capital acquiring new businesses. I don't know if there's any other specific KPIs I follow that are... I mean, different businesses have different KPIs. So, Constellation, of course, you're always looking at organic growth and seeing how that shapes out. That's kind of an important number. and that's the same with like brown and brown almost all of them you're kind of looking at organic growth as well and how how they are deploying their capital those are kind of the two big ones well chris thank you so much for joining me today before we say goodbye where can the audience connect with you your fund and your books well if you google woodlock house family capital that'll my website will come up and i'm also on twitter or now x as they call it So you can find me there as well.
59:15And your handle on Twitter? It's Chris W-M-A-Y-E-R. Okay, folks, that's it for today's episode. I hope you enjoyed the show and I'll see you back here very soon.
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From the publisher
Kyle Grieve chats with Chris Mayer about the special qualities of serial acquirers that make them compelling investments, tricks on how to value serial acquirers, the importance of decentralization for successful serial acquirers, the proper dynamics to look for between an acquirer and the acquired, the proper uses of leverage to use in mergers and acquisitions, characteristics to look for in scaling serial acquirers, the proper manage traits to look for in highly successful serial acquirers, and a whole lot more!
IN THIS EPISODE, YOU’LL LEARN:
00:00 - Intro
04:05 - Successful acquisition strategies.
41:56 - What to look for in scaling serial acquirers.
10:16 - The general aspects of great serial acquirers.
16:05 - Key differentiators between exceptional serial acquirers.
07:05 - Chris’s favorite debt ratios to examine for acquisitive businesses.
And much, much more!
*Disclaimer: Slight timestamp discrepancies may occur due to podcast platform differences.
BOOKS AND RESOURCES
Join the exclusive TIP Mastermind Community to engage in meaningful stock investing discussions with Kyle and the other community members.
Read Chris’s blog here.
Buy a copy of 100 Baggers: Stocks That Return 100-to-1 and How to Find Them here.
Buy a copy of Deals from Hell: M&A Lessons that Rise Above the Ashes here.
Related Episode: Listen to TIP569: An Investor’s Guide To Clear Thinking w/ Chris Mayer, or watch the video.
Related Episode: Listen to TIP543: 100 Baggers: Stocks That Return 100-1 w/ Chris Mayer, or watch the video.
Related Episode: Listen to MI276: Finding 100 Bagger Stocks w/ Chris Mayer, or watch the video.
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