Business Plan: Roll-Up Strategy in the United States
Prepared by: Sebastián H. Amieva (Organizer & Dealmaker)
“Roll-ups are one of the most proven wealth creation strategies in private equity and Entrepreneurship Through Acquisition (ETA) ”.
~ Sebastian H. Amieva
One of my all-time favorite roll-ups was led by Ken Hendricks with ABC Supply (USA).
Back then, the roofing supply industry was completely fragmented. Thousands of small, family-run distributors, each doing okay – but none of them had the scale to compete nationally.
Ken saw the opportunity.
👉 He started buying local suppliers at low multiples – because these founders had hit their growth ceiling and couldn’t scale any further.
👉 He rolled them together into one unified platform.
👉 Over time, that platform became ABC Supply – the largest roofing distributor in the United States, ultimately valued in the billions.
The genius of Ken’s play?
He didn’t invent a new product. He didn’t build from scratch.
He simply saw what others missed: fragmentation = opportunity for a roll-up.
That’s the same playbook being repeated today across industries like healthcare, IT services, HVAC, and digital marketing.
The math hasn’t changed:
Buy small companies cheap (3 – 4x EBITDA).
Merge them.
Sell big (6 – 10x EBITDA).
- Executive Summary
We will execute a roll-up strategy in the U.S. by merging 6 companies with $1 – 2M EBITDA each into a new Holding Company (HoldCo).
Acquisition cost: No external buyout – owners contribute their companies into HoldCo.
Equity split: Organizer (Sebastián H. Amieva) receives 20% equity in HoldCo for organizing and structuring the deal. The 6 founders collectively own 80% equity in HoldCo, divided proportionally to their EBITDA contribution.
Exit strategy: HoldCo is positioned to be sold to a Private Equity fund or Family Office at a significantly higher multiple.
2. Target Sectors
Industries with fragmentation and strong roll-up potential:
Healthcare Services (home health, outpatient, specialty clinics).
Business Services (IT managed services, marketing, compliance).
Facility Services (HVAC, plumbing, landscaping, cleaning).
Specialized Manufacturing/Distribution (niche products, logistics).
3. Deal Multiples & Value Creation
Current standalone valuation: 3x EBITDA.
Post-roll-up exit valuation: 6 – 7x EBITDA.
Example:
6 companies each with $1.5M EBITDA = $9M EBITDA.
Standalone value at 3x = $27M combined.
Merged into HoldCo, synergies lift EBITDA to $10M.
Exit multiple 6.5x = $65M value.
Value Creation: $38M.
Founders’ 80% = ~$52M at exit (vs. $27M if sold separately).
Organizer’s 20% = ~$13M at exit.
4. Why Founders Agree
Selling individually at 3x, each founder exits for a modest ticket. But by merging into HoldCo:
Multiple Expansion: Instead of 3x, they exit at 6 – 7x.
Liquidity + Upside: Founders can take partial liquidity upfront (if structured) and keep equity for a much bigger payout later.
Professional Management: A CEO with 10+ years of experience will be installed to run HoldCo, ensuring scalability.
Brand & Synergies: One unified brand improves market presence and allows cost-sharing.
Private Equity Access: Individually too small for PE, but consolidated they become a prime acquisition target.
Alone = small exit. Together = institutional exit.
5. Legal Structure & Documents
NDA: Protect sensitive data.
MOU/LOI: Framework for merging into HoldCo.
Shareholders Agreement (SHA): Defines 20% equity to Organizer, 80% divided among founders.
SPA/APA: Used if partial liquidity events are structured.
Employment/Consulting Agreements: For continuity of key management.
6. Organizer & Dealmaker Role
Structure the deal.
Source and align companies.
Organize legal, financial, and integration processes.
Position HoldCo for private equity sale.
Compensation:
20% equity in HoldCo at no cost.
Exit participation aligned with investors.
7. Professional Team
M&A Legal Counsel – for structuring & documentation.
Auditors & Accountants – for due diligence.
Tax Advisors – structuring HoldCo efficiently.
Integration/Operations Consultants – for synergy execution.
CEO (10+ years experience) – runs HoldCo, executes growth strategy.
Note: All legal, accounting, and audit costs are paid by the founders/companies joining the roll-up, not the Organizer.
8. Time frame 2–3 years.
9. Costs
Legal fees: $50K – $100K.
Accounting/Audit: $30K – $75K.
Integration/Branding: $200K – $400K.
CEO Compensation: ~$250K base + equity incentive.
(All paid by companies contributing into HoldCo).
10. Exit Strategy
Exit to Private Equity fund or Family Office at 6 – 7x EBITDA.
Founders achieve double or more their original valuation.
Organizer exits with 20% equity stake in HoldCo.
Pitch to Owners:
“If you sell alone, you’ll get 3x EBITDA. If you merge into our new Holding Company, you keep equity and together we’ll sell at 6 – 7x. Twice the value for the same business.”
This strategy creates a win-win:
Founders double their exit multiples.
Organizer (Sebastián H. Amieva) secures 20% equity for structuring and leading.
HoldCo gains institutional scale, professional leadership, and private equity interest.
Together, the group creates a high-value exit that no single company could achieve alone.
Hope this helps to start your roll up!
