Introduction
In this revealing conversation, we dive deep into the remarkable business acquisition strategy of RDCP, a British serial acquirer that transformed an initial £2 million investment into a staggering £400 million revenue powerhouse. Alex from Rollup Europe shares exclusive insights into how this dynamic couple built their holding company from scratch, acquiring over 30 businesses through innovative financing and strategic vision. If you’ve ever wondered how to build a business empire through acquisitions, this analysis reveals the playbook behind one of Europe’s most impressive SME rollup success stories.
Founder Success Story QnA
In your view, what truly sets Samir and Arena apart and what makes them special as operators, investors, and business builders?
First of all, it’s a pleasure to be on this podcast. I think when you read about RDCP, when you don’t know which country it is, you would think it’s an America because you’ve got two immigrants from from other countries that have come into this major economy that had a couple of years experience working in a bank and then all of a sudden they try to raise money and they fail at that and then they go and buy some nursing homes and that’s really hard and you know and boom 10 years later they end up with a business that’s producing £300 million in revenue, 30 million in EBIDTA. Given all the negativity that you read about the UK and Europe in general, you do not think it’s possible, right? You know, surely they must have had some rich parents. Surely, they must have had a lot of institutional equity, but no, you know, it all started with a 2 million equity piece and they’ve just grown and for me that story was so incredible that I just said, listen, I have to profile that.
Where did you first hear about them yourself?
From the readers because we have a lot of EK readers. It’s the biggest part of our audience and the RDCP’s name just kept coming up as an example of a very inventive and creative couple that have been buying SMMEs up and down the UK.
And personally, what surprised you most during your research when going all through all this?
I mean, what surprised me is that it’s very unusual to see holdcos like that that have a very thin equity piece. It’s not uncommon at all in the US where you have the SBA loans but those tend to come with guarantees and they’re not available in Europe and in the case of RDCP you know they’ve built this business without having central central financing so they don’t have personal guarantees they don’t have group guarantees it’s all been done on a deal-by-deal basis and I think just creating that scale over a relatively short period of time is extremely uncommon.
If you did this research, what do you think how does their banking background influence the way they operate RDCP?
I think it influenced in a very direct manner because they met just over a decade ago whilst working in debt capital markets. At the time there was a lot of transactional activity in nursing homes and I think understanding how to leverage an assets, understanding the different instruments, different types of asset-backed financing has been has been crucial and you know without that I think they would have struggled to get anywhere near close to the level that they are today.
And why do you think Samir and Darina turned down institutional capital? Was it about control, wealth creation, or maybe something else?
Well, you had them on the podcast, so I guess I have to ask them. But I guess at the start, and Samir spoke at an event that we did for Roll Up Europe a few months ago. At the time, 10 years ago, nobody believed in them. So, it was a case of, hey, you’ve got two kids, immigrants, you know, in their 20s, no experience of running businesses. And I think they did a tour, they went to Dubai, and people just said, look, we’re not interested. So at the time it was just that the market didn’t want them. But I think as time went by and they built this formidable cash generating kind of portfolio of properties, they got used to the freedom and the flexibility and I think having investors having different types of requirements would be difficult at this point and even unnecessary.
What are the biggest philosophical differences between building a holdco like RDCP versus maybe launching a fund?
There’s actually very different things. A fund typically has a mandate. So sectors you’re allowed to invest in and not has a clock. So you need to exit after a certain point in time and then you have outside investors. Whereas a holdco like RDCP is industry agnostic. I mean they’ve invested in all kinds of companies usually asset rich but that’s probably the only thing they have in common it’s permanent and it’s also highly personal so there’s no pressure to deploy capital on schedule they can wait for the right time and you know that freedom in my opinion changes everything from deal selection all the way to how they operate those companies.
Now talking a little bit about deal structure and capital efficiency, how RDCP engineer deals like SOS Wale and mastered asset backed lending and what has been the timeline of the deals and the industries they’re pursue and maybe why you think they decided to choose those industries in the first place?
I think RDCP’s playbook blends two overarching principles. Firstly, they go after industries which are very stable. So like engineering firms, nursing homes and wholesale businesses, all of that is very important. And then on the other hand, they use industries which are they’ve selected industries which are very asset rich. So they come with warehouses, they come with offices, they come with real estate, they come with receivables. So clearly you can raise a lot of a lot of financing against those assets.
Alex, now the exciting part and the deals part, acquired SOS Wale with just £1 million pound equity. What can we learn from their use of vendor loans and invoice discounting and also what was the deal size for SOS Wale in the first place?
I mean that deal was crazy, right? It’s a masterclass both in deal structuring and the usage of asset backed M&A. As you said, the business had a topline of about 50 million pounds. It has since come back down a little bit, but the business remains solidly profitable. And the interesting part is RDCP paid about 14 million in enterprise value. The equity value of the business was about 10 million because it had 4 million of cash on the balance sheet. But out of the 10, it injected only 1 million of equity, which is 10% of the total equity value. And the rest was financed in a creative way. So there was a vendor loan of just over 2 million pounds. Essentially the money that the seller agreed to loan to RDCP and there were also over 7 million almost 8 million worth of pounds of various debt instruments. There was invoice financing. There was a sort of a term loan you know and and big part of it was the fact that the wholesale businesses carry a lot of receivables which can be secured.
Alex, you’re the numbers and the finance guy. How does RDCP’s financing model differ from traditional PE backed serial acquirers?
In a couple of ways. Firstly, PE firms rely on committed capital from LPs. So there’s a certain timeline that they need to deploy the money a certain time that that they need to exit. Usually there’s a 10-year time frame and you know which is the case today. If you have deals that you need to exit but the market isn’t great, then you are forced to take a haircut on your investment which is not the case for holdcos like RDCP which do not have such investment horizons. The second thing oftentimes private equity do much bigger deals so they raise private credit typically from the funds which tends to be expensive whereas in the case of RDCP it is focusing on smaller deals and they’ve mostly raised money from banks and specialty finance companies and maybe the final part is private equity firms tend to segregate investments from the various companies so you may have a single fund but you know you can’t freely move the cash between investments necessarily. Whereas for RDCP, it’s the secret sauce. It’s the fact that excess cash has been moved around and used to finance various investments in the portfolio.
You met Samir and you met Arena. They were on one of your events on the panel. What is the RDCP’s edge in navigating the UK’s lower middle market asset financing landscape?
They have the knowledge they have the respect of the of the lenders. They’ve borrowed from firms like Hitachi, Barclays, AIB which are all household names. I think Samir and Arena are excellent at crafting bespoke capital stacks on a deal-by-deal basis which gives them access to acquisitions that others cannot touch because you know it’s a difficult capital structure or the asset that is maybe slightly distressed. So I would say their edge is the financial engineering without having institutional backing.
Now talking a little bit about the case studies and outcomes. Let’s take the SOS and the Pexion lessons from those deal outcomes. What about the failure one, the Pexion? How much what happened there? Could you give us an overview and maybe what are some of the lessons?
This is an interesting one because in the article, you know, which I put together based on public disclosure, to me it sounded like or it seemed like a clear case of a failure, but then I read the 2024 annual report and actually there was a little bit more nuance to that deal. So, it’s not as bad as it as it as it maybe looked from the outside. So, Pexion was a distressed rollup from the very start, right? It had over 40 million in liabilities against just 5 million EBITDA. It was over levered. It had a a pension fund deficit and RDCP came to it I think twice and basically it was about injecting some capital into the group in form of working capital line and I think they failed to do it and they lost control of the group. So you could have ended the story there, you know, maybe this was a write off, but actually reading the annual report, I discovered that what happened is that RDCP were able to carve out two of Pexion’s subsidiaries, CC Electronics and Honolulu Precision, and those companies are now part of RDCP group.
So what made the care home strategy bankable and how did they leverage it to fund other ventures?
Care homes are great because they offer steady cash flow. It’s not like the people that stay at care homes are going to go anywhere. And secondly is the asset backing, right? It’s the real estate that that obviously can be they can be leveraged and and the banks love that. And I think going into such an institutional segment which is very well known in the UK because there’s a lot of care homes gave them the credibility and the financial muscle early on. And ultimately the care business home the nursing home business was so profitable that they funneled fees and dividends up to the group and it became the first internal capital source.
Why do you think SOS wholesale was a win for RDCP and what did they get right when doing this one?
I think they chose a business which was very stable. So wholesale distribution of of of food and and beverage is is a very stable business that doesn’t fluctuate up and down with the economic cycle because people need that all the time. They didn’t need that much capital. So this was partly a function of maybe the business running on thin margins but also the fact that you basically had a contrast between the amount of collateral that the business had and the amount of cash that the business was actually producing. And if you could get comfortable around your ability to service the debt, you could actually put a lot of debt on that business. And I think the final part is you know it’s a business that’s producing something like 100% of cash flow conversion. So it’s it’s it’s it’s good cash, but also RDCP have been using this cash to pay down the debt. So it’s not like they they put a lot of leverage and they kept it there, but they’ve been deleveraging and creating value.
What broader lessons can other Holdco builders and serial acquirers take away from number one this homecare deals and number two this Pexion deal and the structure and all that?
I think number one, if you don’t have a big institutional backer like a family office or private equity firm, you need to be very good at sourcing debt. You need to be very good at structuring various debt instruments, understanding how invoice financing work, how mortgages work. Otherwise, you’ll just forever be stuck in doing really small deals with your equity. So, so that’s number one. And number two, I think you need to be open-minded and and also and also creative. And if you see that one business is performing really well and it’s producing a lot of excess cash, then you need to find a way to dynamically deploy this cash in another business. And that’s how you build it step by step.
When it comes to strategic ambition and legacy, Samir can see like his net worth today and Warren Buffett’s net worth on his age and they’re on the same place pretty much. What is your thought of them becoming this British Berkshire Hathaway? Is it realistic considering their young age or it’s more like a marketing stunt for them?
I think first of all aligning yourself with the Berkshire brand and and and marketing yourself as the British Berkshire Hathaway has very clear advantage which is it helps you anchor conversations with sellers and and lenders. Storytelling is a huge part of holding and if you can explain to people that listen I’m going to be like these guys it immediately helps you install some some credibility. I think when it comes down to the actual operating model I would compare RDCP less to Berkshire Hathaway and more to the US HoldCos that I met at a conference a couple of weeks ago. You know those are highly leveraged, opportunistic and fly independent money machines.
Do you think their current structure, heavily SBA based and bank leveraged can evolve into a more permanent capital vehicle over time?
Yeah, I think they’re definitely on the path and actually if you read their annual report and I think Samir also likes to talk about it, they’re definitely moving to a structure that’s more centralized and I would say in order to transition to a more like Swedish style or or Canadian style holdco probably two things need to happen. One is the degree of centralization and shared services needs to improve and and I think this idea of centralizing finance operations IT HR is a very good idea because those are just just cost that don’t need to sit within the portfolio companies and the second one I think in order to be considered a high performance hold you need to demonstrate the internal capital flywheel it’s all about ROIC and I think it’s about creating internal market of capital where you say hey I’m producing this amount of free cash flow and all the free cash flow is going to be reinvested at rates of return significantly in excess of the weighted average cost of capital and that’s something that I think we have yet to see from RDCP.
Alex you’ve done so many researches, 100 plus of those with Rollup Europe, you’ve seen different industries different structures different models. What does RDCP need to change or improve to actually become Britain’s most dominant SME hold based on what you’ve seen in your previous researches?
I think as the business naturally evolves, I think a more institutional structure will be built around it where maybe there is some central central financing. I know that obviously RDCP haven’t had the best experience with with with group guarantees but I think at some point creating an acquisition facility which which powers all their acquisitions has some benefits and secondly I think you know we just need to see more numbers on return on invested capital. I’m sure the numbers are very good, but I think understanding how the different asset classes actually compare and what the businesses is is is returning would potentially unlock more financing and module opportunities for them.
What did you personally learn the most from this research?
The most inspiring part is the self-belief you know you had two immigrants in the UK in the middle of austerity no funding no reputation just bare conviction it’s not a lot to start with right so two immigrants in a difficult economy I mean, what do they do? They go on a road show to Dubai trying to raise funding for a care home rollup. Crazy idea, niche, right? It didn’t work out. They went ahead and did the deal anyway and then they did the second deal and then did a third deal. So, having self-belief and having conviction is important. And the second thing is they’ve had a few setbacks. We talked about the Pexion bankruptcy, but that has not dented their optimism, has not dented their ambition. The business has grown every single year. And I think that’s what I as a holdco builder and that’s what every other holdco builder out there should understand. Building a holdco is a very long and lonely process because unless you’re willing to be significantly diluted, you have to just take time and and that’s what RDCP have done and you know 10 years they had nothing and today they have a business producing you know 300 million pounds worth of revenues.
RDCP Business Stats
RDCP has demonstrated remarkable growth through their strategic business acquisition strategy. Starting with just £2 million in equity, they’ve built a portfolio of over 30 businesses generating approximately £300 million in annual revenue with £30 million in EBITDA. Their success spans multiple industries, with a focus on asset-rich, stable businesses that provide consistent cash flow.
- Started with £2 million equity investment
- Acquired over 30 businesses in 10 years
- Current annual revenue of approximately £300 million
- Annual EBITDA of around £30 million
- Focused on asset-rich industries like nursing homes and wholesale
- Utilized creative financing structures with minimal equity
| Financial Metric | Value |
|---|---|
| Initial Equity Investment | £2 million |
| Current Annual Revenue | £300 million |
| Annual EBITDA | £30 million |
| Number of Businesses Acquired | 30+ |
| Growth Timeline | 10 years |
RDCP Method
RDCP’s success stems from a methodical approach to acquisitions and financing. Their business acquisition strategy focuses on identifying stable, asset-rich businesses and structuring deals creatively to minimize equity requirements while maximizing returns.
- Target stable industries with consistent cash flow (nursing homes, wholesale, engineering)
- Focus on asset-rich businesses with real estate, receivables, and equipment
- Structure deals with minimal equity using vendor loans and asset-backed financing
- Move excess cash between portfolio companies to fund new acquisitions
- Maintain deal-by-deal financing approach without central guarantees
- Craft bespoke capital stacks for each acquisition to maximize leverage
RDCP Tools
RDCP leverages various financial instruments and relationships to execute their business acquisition strategy. Their banking background and relationships with lenders have been crucial in accessing creative financing options that traditional acquirers might not utilize.
- Asset-backed lending facilities from banks like Hitachi, Barclays, and AIB
- Invoice financing to leverage receivables in wholesale businesses
- Vendor loans to defer payments to sellers and reduce upfront equity needs
- Term loans secured against business assets and real estate
- Centralized financial management system to move cash between portfolio companies
- Relationship-based negotiations with lenders for bespoke financing structures
Key Notes
The RDCP story offers valuable insights for anyone interested in implementing a successful business acquisition strategy. Their journey demonstrates that with the right approach, significant growth is possible even without institutional backing.
- Self-belief and conviction are critical when starting without institutional support
- Banking and financial expertise provides significant advantages in deal structuring
- Asset-rich businesses offer more financing opportunities and stability
- Creative deal structures can minimize equity requirements and maximize returns
- Building a holdco is a long-term process that requires patience and persistence
- Failures like Pexion can still yield positive outcomes through strategic carve-outs
Get Started in Just 5 Steps
Interested in implementing your own business acquisition strategy? Based on RDCP’s approach, here are five key steps to get started on building your own portfolio of businesses.
- Develop expertise in financing and deal structuring, especially asset-backed lending
- Identify stable, asset-rich industries with consistent cash flow potential
- Build relationships with lenders who understand your acquisition strategy
- Start with smaller deals to establish credibility and learn the process
- Reinvest cash flow from existing businesses to fund new acquisitions
Conclusion
RDCP’s remarkable journey from a £2 million investment to a £300 million revenue powerhouse demonstrates the power of a well-executed business acquisition strategy. By focusing on stable, asset-rich businesses and employing creative financing structures, Samir and Arena have built what might become the British Berkshire Hathaway. Their story proves that with self-belief, financial expertise, and persistence, it’s possible to build a significant business empire through acquisitions, even without institutional backing. Aspiring holdco builders can learn valuable lessons from their approach to deal structuring, industry selection, and capital management.