Is a Slowdown in RIA M&A Imminent?


RIA M&A activity and multiples have trended upwards for more than a decade now, culminating in new high watermarks for both activity and multiples set late last year. Deal momentum continued strong into the first quarter, but we sense at least initial signs of slowing as the macroeconomic backdrop has deteriorated.

What Does the Future Hold for RIA M&A?

On CI Financial’s first quarter earnings call last week, CEO Kurt MacAlpine remarked that the company’s acquisition pace has “absolutely slowed down” relative to 2021 as they focus on integrating existing firms and delivering.  We suspect that other serial acquirers will follow a similar path as CI this year, particularly in light of rising interest rates and declining fundamentals for existing firms.  Add to that the challenges of negotiating a deal when equity markets are swinging as wildly as they have been, and it’s easy to imagine at least a temporary slowdown in the pace of M&A in the coming months.

The driving force in recent years has been strong demand and low supply for investment management firms

Will we look back at 2021 as the year RIA transactions peaked, or is the current slowdown merely a blip on the radar amidst a longer-term trend of consolidation and rising valuations?  To look forward, it’s helpful to first consider what shaped the RIA transactions landscape over the last decade.  In short, the driving force in recent years has been strong demand and low supply for investment management firms.  On the demand side, the amount of capital and number of acquirer models has increased rapidly in recent years as investors have sought out the high margins, strong growth profile, and low capital intensity that the fee-based business model offers.

At the same time, the number of RIAs in the market for a third party acquirer has remained limited, despite the industry’s often cited lack of succession planning.  As the ratio of buyers to sellers has increased, so too have multiples and transaction activity.

We don’t see those long-term supply and demand dynamics changing with the current market environment.  Certainly, some buyers (like CI) will be sidelined temporarily, but they’re still around.  When markets eventually stabilize, it’s more than plausible that transaction activity will return to the long-term trendline.

What About Multiples?

Supply and demand dynamics have certainly played a role in the rising multiples we’ve seen over the last decade, but the macroeconomic backdrop has added fuel to the fire as well.  The era of extremely low interest rates lowered the cost of capital for acquirors and enabled consolidators to finance RIA acquisitions with cheap debt.  And a persistent bull market has made it easy for buyers to justify projections that look like something out of a SPAC deck.

A persistent bull market has made it easy for buyers to justify projections that look like something out of a SPAC deck

So far this year, margins for RIAs have been attacked on two fronts: falling equity markets eroded the fee base, while high inflation and a tight labor market threatened to drive up personnel costs and other overhead.  There’s a lot that goes in to pricing, but it’s safe to say that on many recent transactions, the buyer’s projection model likely looked very different than what’s actually transpired so far this year.  While many of these deals may work out in the long term, chances are there are sellers out there who feel they timed things perfectly, and some buyers that feel they’ve been left holding the bag.

With the cost of capital for aggregators rising rapidly and the growth outlook for RIAs declining, we expect to see some multiple contraction relative to the high watermarks seen last year.  And while private transactions for wealth management firms have historically been priced very differently than public asset/wealth management firms, it’s equally likely that at least some of the decline we’ve seen in the public firms will translate to the private markets.

There’s still much uncertainty about the duration of the current market environment and the ultimate impact it will have on RIA performance and transaction activity.  As it stands, a near-term slowdown in transaction activity and multiples seems likely, but so too does a return to normal once markets stabilize.