Add On Acquisition Pipeline

---
name: Add-On Acquisition Pipeline
description: Builds and governs a buy-and-build programme -- consolidation thesis, target criteria, arbitrage arithmetic, integration capacity and a stop rule -- when you need to decide whether the next add-on creates value or destroys it.
---

# Add-On Acquisition Pipeline

## When to use

Use this skill when M&A is a named lever in the value creation plan and the platform is stable enough to absorb a transaction -- typically once the 100-day plan is complete and finance can close a month in under two weeks. Use it again at every annual value creation review, because the arithmetic that made add-on three accretive rarely survives to add-on eight.

## What it does

Produces a consolidation thesis, target criteria with explicit disqualifiers, the arbitrage arithmetic including where it stops being real, an integration capacity assessment stated in deals per year, and a stop rule.

## Method

### Step 1 -- Consolidation thesis

A pipeline without a thesis is a list of companies for sale. State why the sector is fragmented, why it has stayed that way, and what the platform gives an acquired business that it cannot get alone -- national contract access, a single ERP, procurement scale, an owner's exit route. Rank the value sources honestly: multiple arbitrage, cost synergy, revenue synergy, group re-rating. Underwrite revenue synergy at zero unless a cross-sell has already been proven inside the platform.

### Step 2 -- Target criteria and disqualifiers

Criteria: EBITDA range, geography, customer overlap, revenue quality, whether the owner is needed post-close, systems maturity, and the multiple above which the deal is not worth doing. Disqualifiers matter more, because they are what a deal team under pressure argues around. Typical ones: no audited accounts, revenue concentrated in a customer the platform already serves, a founder who is the customer relationship.

### Step 3 -- Arbitrage arithmetic, and where it fails

Arbitrage per deal is (exit multiple less entry multiple) times acquired EBITDA. Track the blended entry multiple -- EV deployed over group EBITDA including realised synergy -- after every deal. Arbitrage evaporates three ways: prices escalate once you are the known buyer in the sector; earn-outs are counted at face value when they are priced options; and the group is de-rated at exit because the buyer sees a collection of businesses rather than one. The third is the largest, and one turn off the whole group usually costs more than the arbitrage earned on the last three deals.

### Step 4 -- Integration capacity as the binding constraint

The constraint is never targets available; it is integrations the platform can complete without damaging the platform. Define what integrated means before deal one -- chart of accounts and monthly close, contract novation, pricing, brand, systems, and the point at which the entity appears in the group KPI dashboard. Give it one owner who does nothing else, state capacity as deals per year, and hold to it. Every unintegrated add-on at exit is a diligence finding and a reason to strip its EBITDA out of the adjusted number.

### Step 5 -- Funding, covenants, and the stop rule

State the funding source per deal: cash sweep, acquisition facility, or fund equity. Where covenants run on pro-forma EBITDA with synergy add-backs, model headroom with and without them -- a synergy that slips a quarter is a covenant problem before it is a returns problem. Then write the pause conditions in advance: entry multiples above a threshold, integration backlog above a stated number, organic growth below plan for two consecutive quarters, or leverage above the point where an add-on needs new equity. The marginal add-on is always defensible on its own arithmetic and rarely defensible against what it costs the platform.

## Inputs

- The IC memo M&A lever and the EBITDA bridge from the value creation plan
- Platform financials, current leverage, and covenant definitions
- Sector map and any target list with indicative multiples
- Integration record to date: deals closed, deals fully integrated, time taken
- Remaining hold period and available follow-on capital

## Output format

Five sections:
1. Consolidation thesis, with the value sources ranked
2. Target criteria, and disqualifiers stated as absolutes
3. Arbitrage arithmetic: blended multiple to date, per-deal arbitrage, de-rating sensitivity
4. Integration capacity: definition, owner, deals per year, current backlog
5. Stop rule, each condition with a threshold

Total length: 1,000-1,500 words. Written for the deal team, the platform CEO and the board.

## Example

**Arbitrage arithmetic (fictional -- Meridian Facilities Group):**
The platform was acquired at $20M EBITDA and 11.0x, an EV of $220M. Four add-ons added $8M of EBITDA at an average 6.0x, or $48M of consideration, plus $2M of realised procurement synergy for $6M of integration spend. Group EBITDA is $30M against $268M of EV deployed -- a blended entry of 8.9x. At a flat 11.0x exit the group is worth $330M, so $62M sits above capital deployed: $40M of arbitrage ((11.0 - 6.0) x $8M) plus $22M from capitalising the $2M of synergy, less $6M of integration cash, for $56M net.

The limit sits in the same numbers. A buyer who de-rates the group one turn to 10.0x takes $30M off the exit -- three-quarters of the arbitrage earned across all four deals. A fifth add-on at 8.5x on $2.5M of EBITDA earns $6.25M of arbitrage; if it costs $0.7M of organic EBITDA in disruption, that is $7.7M forgone at 11.0x and the deal destroys $1.45M. Assuming exit above entry is aggressive in a roll-up: keep the base case flat, and make the last deal justify itself against the platform rather than its own price.