Bolt-ons and multiple arbitrage
Buy smaller companies cheaply, sell them inside a bigger one at the platform's multiple.
- Calculate the value created by re-rating a bolt-on's EBITDA
- Calculate a blended entry multiple
- Calculate the combined MOIC of platform plus bolt-on
- Work out the most you can pay for a bolt-on without lowering the MOIC
The intuition
A large supermarket chain buys a single corner shop. On its own, the shop is worth little per dollar of profit: it depends on its owner, has a handful of suppliers and no brand. Once its takings are part of the chain, investors value those same profits the way they value the chain's.
Nothing about the shop changed on day one, yet its profits are suddenly worth more. That gap, between the multiple paid for the small business and the multiple it is valued at inside the big one, is multiple arbitrage.
Arbitrage = bolt-on EBITDA × (platform multiple − bolt-on multiple). It lowers the blended entry price and lifts the combined return, with no synergies needed, as long as the exit multiple holds for the combined business.
Why it works
- Small businesses trade at lower multiples because they are riskier: owner-dependence, customer concentration, no second layer of management.
- The conventions here: the bolt-on is bought on day one with its own debt, grows at the same rate as the platform, and the whole company exits at the platform multiple. No synergies, no fees.
- The blended entry multiple = total price ÷ total EBITDA. It is weighted by EBITDA, so a small bolt-on moves it less than a simple average suggests.
- Combined MOIC = combined exit equity ÷ both equity checks. The bolt-on's EBITDA is bought cheap and sold at the platform multiple.
- There is a ceiling. Pay too much and the bolt-on's own return falls below the platform's, dragging the combined MOIC down even though its EBITDA is still re-rated.
- The risk: buy enough weak EBITDA and the market prices the mix, re-rating the platform down instead of the bolt-ons up.
| Arbitrage: 20 × (12 − 7) | 100 |
| Blended entry: (1,200 + 140) ÷ 120 | 11.17x (simple average 9.5x) |
| Platform alone: (127.6 × 12 − 350) ÷ 700 | 1.69x |
| Equity in, combined: 700 + 60 | 760 |
| Exit equity, combined: 153.2 × 12 − 406 | 1,432 |
| Combined MOIC: 1,432 ÷ 760 | 1.88x |
5% for 5 years grows EBITDA by 1.276x. The most this platform could pay for the bolt-on without lowering its 1.69x is 11.4x: below the platform's own 12x, because the bolt-on carries less debt.
The formulas
The re-rating on day one.
Weighted by earnings, not a simple average.
Everything sells at the platform multiple.
Both checks in, one exit out.
The price at which the bolt-on stops helping.
Worked example
Add the two checks, add the two EBITDAs at exit, sell at the platform multiple, repay the combined debt.
See it move
Same platform. Change what the bolt-on costs, how big it is, how much of it is borrowed and how fast both grow.
- Raise the bolt-on's price. The blended multiple rises, the day-one re-rating shrinks and the combined MOIC falls.
- Make the bolt-on bigger. While its price is below the most you can pay, the combined MOIC pulls further above the platform's; above that price, further below.
- Add debt to the bolt-on. The most you can pay for it rises, because more of the price is borrowed.
- Raise growth. Both multiples of money rise.
Run it backwards
Same deal, reversed: how much can the sponsor pay for the bolt-on before it drags the combined return below the platform's?
Combined exit equity does not depend on the bolt-on's price. Divide it by the platform's MOIC to get the most total equity that still earns that multiple. Take away the platform's check for the bolt-on's equity, add its debt for its price, and divide by its EBITDA.
The ceiling can sit above or below the platform's own multiple. A bolt-on with more debt than the platform earns a higher return at the same price, so it can be dearer; one with less debt has to be cheaper.
Traps
Say it in the interview
“What is a buy-and-build strategy, and why does it work?”
Check yourself
4 fresh questions, with new numbers. Answer each one correctly to finish the chapter. Get one wrong and you will see the full working, then you can try it again with new numbers.
Answers within 1% are marked right. Type the number; $, %, x and M are fine. First tries count toward Learned: the topic is Learned once every chapter is done and 75% of first tries were right.
- Arbitrage = bolt-on EBITDA × (platform − bolt-on multiple).
- Blended multiple = total price ÷ total EBITDA.
- No synergies needed, but the exit multiple must hold.
- Every bolt-on has a price ceiling above which it dilutes the MOIC.