MicroRollupSMB

*MORGAN STANLEY TO LAY OFF ABOUT 3% OF TOTAL WORKFORCE: WSJ It’s over. Claude is coming.

>West Village has no culture anymore Okay explain this then

Posting for my brother who isnt on x. Leading Residential & Commercial Plumbing Service Provider in Southeast Michigan Macomb County, Michigan for Sale: 2025 Revenue: $10M+ EBITDA: $1.5M+ Asking Price: $6M including inventory and equipment RE Available for Purchase as well 50+ Technicians and staff, this is a beautiful company that has been established for over 30 years.

I read hundreds of confidential information memorandums ("CIMs") on companies for sale every year. Most are poorly done including many of the ones by the best middle market investment banks. Lets talk about it.... 1/7

Law firm Jones Day has sued Centre Lane Partners, a PE firm, accusing them for failing to pay more than $9.6mm in legal fees across dozens of its portfolio companies. Jones Day claims Centre Lane suddenly stopped paying invoices in 2024.

Finance 101 says that when looking at returns they need to be on a risk adjusted basis. I agree 100%. It is also true to PE uses more leverage in their companies that the public markets. But does that mean that investments in PE are "riskier". It is true that if you look at a single company then the addition of leverage both increases returns to equity and increases the risk. But across a portfolio you have to think of it differently. Very few portcos are going to default and on average across a portfolio that leverage will lead to higher returns. So across portfolio of funds I am not sure it leads to higher risk overall. In fact, I would argue that most public companies are under levered. Leverage brings discipline and most management teams (and boards with limited equity) don't really want that discipline. If would argue that lack of leverage is just one of the costs of poor governance you get when investing in public companies. Look at Apple. The business has $145B of EBITDA, $132B of cash and $90B of Debt. The business is very stable. Even at 3x of Debt the business could either dividend to shareholders ~$500B that is currently not really earning a return. That is just one of the costs of poor public company governance. And you can't just put debt on a public security in the same way you can a company. When you lever a company you are doing it against the cash flows of the business. When you do it against a security you are leveraging the market value. If that security trades down you face margin calls and have to sell part of your position. For that matter you conceptually have to sell part to pay interest as well. It is actually more risky. But maybe we should look at real world data. It is hard to measure PE returns on a short term basis. But over longer terms they are reasonably accurate. Hamilton Lane looked at 5 years returns in a variety of asset classes. The worst 5 year return periods for public equities are significantly worse than PE. So if the real risk is losing money then you would argue public companies are actually riskier. I think there are real differences in the marking process so I am not sure that is true but at a minimum it isn't clear that PE is somehow riskier....

Yesterday I announced to our investors that Slack Water Capital and our affiliates will no longer be allocating to new self-funded search opportunities. This decision is based on my belief that the environment for self-funded searchers, and self-funded search investors particularly, has deteriorated significantly since I first came up with the idea to launch a fund 3 years ago. While I still have a deep respect and admiration for the self-funded search model, having been a successful self-funded searcher myself, I believe the opportunity set today is no longer as attractive as it was even just 18-24 months ago for the self-funded search investor. When I first started investing in this space, the opportunity set was very different. High-quality businesses with recurring revenue, low customer concentration, and $1 to $2 million of EBITDA could routinely be purchased for 3-5x. Competition for these deals was relatively limited. They were too big for the average buyer but too small for most private equity. Today, there are far more buyers chasing these same types of SMBs. Private equity firms and their portfolio companies have come down market; family offices have proliferated and are looking for uncorrelated long-term holds with strong cash flow yields; and there is an exponentially growing number of aspiring ETA entrepreneurs looking to get in on the perceived gold rush. The results are predictable. Valuation multiples for quality businesses with $1 to $2 million of EBITDA have expanded materially. Deals that once traded at 3 to 5x, now routinely sell for 6 to 8x...and sometimes even higher! The 70-80% SBA loan, 10-20% seller financing, and 10-20% equity self-funded search model of the past simply doesn't work at these valuation levels. Thus, the self-funded searchers, on average, are left picking through the scraps left behind by other more experienced and better capitalized buyers. These scraps are typically the lower quality businesses with high customer concentration, greater economic sensitivity, more project-based revenues, greater key-person risk, and/or more operational complexity. And valuations for these businesses have moved up as well. These are primary types of businesses that are trading for 3-5x today. I do think there are still some opportunities in the sub $1 million EBITDA range for self-funded searchers. However, it is really hard to deploy a meaningful amount of capital into these smaller deals due to a small total equity check and the SBA's 20% ownership threshold. While these can be good opportunities for searchers and individual investors, they don't really move the needle for a fund. The typical self-funded searcher profile has also changed. The self-funded search model has been heavily marketed and romanticized on social media and podcasts. As a result, it now attracts a much wider pool of people than it did in the past. Many of the new crowd are not as well equipped to perform what is essentially a leveraged buyout of an incredibly fragile small business. Many of these new buyers underestimate how hard it is to successfully operate a small business while also servicing a significant amount of debt. They underestimate just how savvy the current business owner is, how hard they work, and how many roles they fill on a daily basis. Many searchers think they are buying passive income and can operate from behind a spreadsheet. Nothing could be further from the truth. Finally, when I started building Slack Water, there were only small handful of funds or larger investor groups focused on investing in self-funded deals. At the time, I felt like I was filling a real gap in the market. However, I no longer believe that to be the case. There are now dozens of funds and investor groups targeting the space. There was a period of time in 2025 where it seemed like there was a new fund focused on self-funded searchers being launched every week. In my opinion, there are just not enough "large", high-quality, self-funded search deals for all these funds to deploy that much capital in this space unless everyone is going to write a lot of $50k-$100k equity checks. And how much due diligence can you perform, and impact can you have post-closing, across 100 portfolio companies? This flood of new capital, and shortage of quality deals of size, is naturally causing these funds to compete for what limited deal flow there is. This competition is naturally pushing investor terms in an unfavorable direction. Less governance. Less downside protection. More aggressive structures. Higher entry multiples. Less equity participation. In my opinion, the combination of these 3 changing dynamics is not a great recipe for future returns for the space as a whole... Yes, there will still be exceptional operators who find those needles in the haystack, build great companies, invent innovative capital structures, and achieve extraordinary outcomes through self-funded search. I believe that strongly. However, in my opinion, returns for the "asset class" as whole over the next 3-5 years will likely not be what they were over the past 3-5 years. Rather than force capital into what I believe is a deteriorating environment, I believe the disciplined decision is to step aside. Personally, I've also discovered that I actually enjoy operating more than I enjoy being a passive investor. I enjoy the messy process and challenge of building something. The daily battles that inevitably popup. And, selfishly, having the final say on strategic direction. As a result, going forward Slack Water will focus on building our own platforms and explore new ETA models while remaining open to opportunistically investing across both private and public markets.

I’ve always had a steady stream of inbounds of ETA / business buying from current finance W2s the last 3 years, but it seems like in the last 3-6 months I’m getting more inbounds from those in their early to mid 20s looking to make the pivot. To do ETA you need capital and experience. I had capital but no experience except 2 decades of being in the pain locker which set me okay to deal w the brutal transition to biz ownership. When you are 24-25, you likely don’t have capital or experience. Trying to do ETA 0/2 is tough. I’m recommending these individuals to pivot into industries they are interested in to get relevant experience. I believe experience is more important than capital as if one is able to source a good deal, finding investors is not that hard. I have a decent network of current ex finance searchers with anywhere from $500k to mid 7 figures of liquidity that are willing to burn through years of liquidity as they do full time search. The level of competition for deals seem incredibly high right now. I’d be be curious if the SMBtwit community would recommend any other advice for those a few years into their career thinking about ETA.