Best Corporate Structure for Roll-Up?

searcher profile

June 21, 2024

by a searcher from Harvard University in Nashville, TN, USA

This came up in my convo with a couple folks in the roll-up world.

When rolling up 10+ companies within 24 months, what's the best corporate structure?
Add'l context: In each child company, the seller specifically wants to stay on and continue to operate with significant upside 20-49%, which allows the core team to focus on M&A and integration.
Slightly unusual in that the play wouldn't necessarily have one platform + bolt-on's but rather a hub-and-spoke model.

Option 1: Each child company is structured as its own entity siloed from the others, where the cap table has the HoldCo entity own 51-80%. This allows each seller to "eat what they kill" as they continue to operate/build their companies. It would mean that each child company would have its own reporting that flows up to the parent company.

Option 2: Each child company is owned wholly by the parent company, and the sellers would get a piece of the parent co. This would simplify the cap table since you wouldn't have a different cap table for each child company. But it would require you to frequently re-evaluate internally your parent company's value as you add-on.

Would invite feedback from folks who's thought about this/experienced this firsthand!

1
14
300
Replies
14
commentor profile
Reply by a searcher
from Carnegie Mellon University in San Jose, CA, USA
In reality Option 2 is not a complex task. It is similar to a new funding to a startup. When a new business is purchased additional shares are floated based on the new valuation. These new shares will be owned by the parent owner and the new shareholder (seller joining the parent). There will be a dilution by number/% owned for other owners but value remains same or increase marginally for them.
If you should take option 1 or option 2 heavily depends on your exit plan. If you want to exit the rollup as one sell option 2 is an easier path to take. Option 1 is better if you want to grow those individually and sell separately (same or different vertical).
commentor profile
Reply by a searcher
from Harvard University in Denver, CO, USA
I don't think I fully understand the benefit of Option 1. "Eat what you kill" is easily addressed with bonuses, earnouts, shadow equity based on metrics like revenue/gross margin/etc. There are lots of ways to create financial upside beyond a separate entity. Option 1 seems to needlessly complicate the structure unless there is some other benefit beyond compensating the sellers that continue on post-acquisition?
commentor profile
+12 more replies.
Join the discussion