After a brief lull during the second quarter of last year, RIA deal activity surged in the fourth quarter, rounding out a record year in terms of reported deal volume.  Concerns about the pandemic and market conditions were quickly shrugged off, as deal terms and the pace of deal activity returned to 2019 levels after the brief pause at the peak of the shutdown.

The strong fourth quarter deal activity reflects a continuation of the upward trajectory seen over the last several years.  Fourth quarter deal activity was further accelerated by the backlog of deals that had stalled earlier in the year and by the expectation for increases to capital gains tax rates when the new administration takes over.  The total reported deal volume in 2020 increased 28% from 2019 levels, and while deal count declined 15% from 2019 levels, the decline was almost entirely attributable to the brief slowdown in the second and third quarters.  The average deal count in the first and fourth quarters exceeded the 2019 quarterly average.

Deal Terms Remain Robust

Deal terms and multiples showed remarkable resilience in 2020.

Deal terms and multiples for wealth management franchises showed remarkable resilience in 2020.  While the height of the market downturn caused some buyers to exercise caution regarding multiples and deal terms, the effect was short-lived.  As equity markets rebounded and the uncertainty diminished, deal terms and multiples quickly returned to 2019 levels, with attractive RIA sellers seeing high single digit multiples of EBITDA and meaningful portions of the purchase price paid in cash at closing.

The strength of deal terms is not surprising given the influx of new buyers in recent years.  RIA aggregators, strategic acquirers, banks, and private equity have all been elbowing their way to the table, which suggests a continued seller’s market.

Consolidators Drive Deal Activity

RIA consolidators and larger RIA strategic acquirers continued to be a driving force behind deal activity.  Wealth Enhancement Group, Focus Financial, Hightower, Creative Planning, CAPTRUST, and CI Financial each acquired multiple RIAs in 2020.  These firms sustained deal activity during the peak of the pandemic distraction, while smaller acquirers without dedicated deal teams were forced to delay or abandon planned transactions.  Consolidators and large strategic acquirers remain an attractive option for many RIA sellers due in part to the lower execution risk resulting from consolidators’ experience in closing transactions.

Mega-Deals

While consolidators accounted for a large percentage of deal activity, these deals are typically relatively small.  The uptick in total deal value during the year was driven by several mega-deals among publicly traded asset managers and discount brokerages.  Back in February, Franklin Templeton agreed to buy rival asset manager Legg Mason for $6.5 billion, and Morgan Stanley purchased online broker E-Trade for $13 billion just a few days later.  In October, Morgan Stanley agreed to buy asset manager Eaton Vance for $7 billion.  In December, Macquarie Group (a diversified Australian financial services company) agreed to buy asset and wealth manager Waddell & Reed for $1.7 billion.

The differences between these larger transactions and the smaller wealth management firm transactions are noteworthy.  The recent mega-deals in the industry between public companies have been focused on sectors of the industry that many analysts believe are declining—asset management and discount brokerage.  These sectors have seen significant fee and margin compression in recent years, and as a result, these deals are largely defensive in nature and motivated by cost savings and increased scale to protect margins.

In contrast, buyers of independent wealth management firms are typically attracted by recurring revenue, a sticky client base, relatively high margins, and attractive growth prospects due to market appreciation and demographic trends.  As a result of these differing motivations and outlooks, the multiples seen for wealth management franchises are often higher than their publicly traded asset management-focused counterparts.  In the case of the Waddell & Reed transaction, the multiple paid for the asset management component of the business may have been as low as 5x (see our post, Did Macquarie Pay 11x EBITDA for Waddell & Reed? Yes and No), well below what an attractive wealth management business can expect in the current environment.

Internal Transactions

Many of our RIA clients have taken time over the last year to work on back-of-house issues like succession planning.  It’s no secret that succession planning is a major issue for the industry, and one of the questions RIA principals must answer when succession planning is whether to engage in an internal or external transaction.  Although there has been a proliferation of external buyers and deal terms remain strong, internal transactions can be an attractive option for a variety of reasons.  Compared to the stringent structure that an outside buyer might impose, internal transactions can offer greater flexibility for retiring partners.  They also sidestep one of the largest issues in RIA transactions—cultural compatibility—since no new parties are introduced and forced to work together.

It’s no secret that succession planning is a major issue for the industry.

One of the downsides of internal transactions is that the buyers, typically younger firm employees, often don’t have the financial resources to purchase a significant interest outright.  The good news is that capital options to facilitate these transactions have expanded significantly in recent years, with various banks, private equity, and minority investors increasing their focus on the sector.

Another challenge with internal transactions is that they require a strong next-gen management team to be in place.  Without a strong bench, external transactions may be the only option for a founding partner seeking to exit the business.  For firms that lack the next-gen management to run the business and turn to external buyers to solve their succession planning problem, it may be difficult to realize full value.

We’ll be addressing succession planning along with other operational, back of the house RIA issues at our upcoming conference, RIA Practice Management Insights, to be held virtually on March 3-4, 2021.