To counteract the natural pressure to "do deals," roll-up operators should build an overwhelmingly large target pipeline. Scarcity creates a "must-win" mentality, leading to poor decisions. An abundant pipeline makes it easier to say no to subpar opportunities and stick to the investment thesis.
Before hunting for acquisitions, the internal business owner (deal sponsor) must write a thesis answering "what problem are we solving?" This prevents reactive M&A driven by inbound opportunities and ensures strategic alignment from the start, separating the "why" from the "who."
Successful M&A is driven by a deliberate strategy to fill a known gap (geography, service, IP). In contrast, reactive M&A, often a panicked response to market pressure or a competitor's move, usually leads to a botched deal and value destruction.
M&A teams often kill their pipeline by applying overly restrictive criteria at the long-list stage. A better approach is to be more lenient, focusing on only 3-4 critical criteria. This creates a large pool of potential targets, fostering a healthy funnel dynamic instead of a restrictive "must-win" tunnel.
A powerful filter for any potential acquisition is asking: 'If this were the last business we could ever buy, would we still want to own it?' This simple question forces a long-term, operational mindset and helps avoid deals that rely on future exits or financial engineering.
Classifying acquisition targets into three tiers—Hubs (new regions with strong management), Spokes (smaller tuck-ins), and Route Buys (customer lists)—creates a disciplined strategy. This ensures each acquisition serves a specific, pre-defined purpose in the overall consolidation and has a corresponding deal structure.
When establishing a new M&A function, the primary challenge is getting senior leaders to move beyond broad statements and make concrete strategic choices about which opportunities to actively ignore. This focus is crucial for effective execution and prevents wasted energy on opportunistic, unfocused deals.
If a compelling target company doesn't align with your M&A framework, don't just kill the deal. Use it as a prompt to re-evaluate your strategy. The target might be a sign that your initial assumptions were flawed. The choice isn't just "yes/no" on the deal, but "is our strategy still right?".
Viewing acquisitions as "consolidations" rather than "roll-ups" shifts focus from simply aggregating EBITDA to strategically integrating culture and operations. This builds a cohesive company that drives incremental organic growth—the true source of value—rather than just relying on multiple arbitrage from increased scale.
After making 13 acquisitions, Deel's CEO learned that the deals that didn't work well were those approached with a 'why not?' attitude. These were often opportunistic plays on adjacent but non-core businesses. Now, he has a simple filter: if an inbound acquisition opportunity isn't an immediate and enthusiastic 'hell yeah,' he passes, avoiding the distraction and integration challenges.
Instead of jumping directly to an acquisition, de-risk the process by first establishing a partnership or licensing agreement. This allows you to test the technology, cultural fit, and market reception with a lower commitment, building a stronger foundation for a potential future deal.