RIA M&A Update

Current Events Industry Trends Transactions

Although inflation has begun to subside and the stock market has rallied after a turbulent start to 2023, elevated interest rates and macroeconomic uncertainty have contributed to a leveling off of deal volume so far in 2023.  Fidelity’s August 2023 Wealth Management M&A Transaction Report listed 157 deals through August 2023. up 1% from the 155 deals executed during the same period in 2022. While the increase in deal volume was modest, total transacted AUM was $234.2 billion—a 10.5% increase from the same period in 2022.

While deal volume through August of 2023 was roughly in line with 2022, there was a notable slowdown during the second quarter of 2023 with total transactions falling approximately 20%.  Deal volume recovered in the third quarter seeing a total of 40 deals in July and August, representing a 8% year-over-year increase in deal count.

Number of RIA M&A Transactions, 2022 vs. 2023 

Relative to the broader M&A market, RIA deal activity has been remarkably resilient.  The overall M&A transaction value for all industries (excluding the RIA industry) decreased 27% year-over-year through third quarter of 2023 (per Bloomberg).

Global M&A Activity (Excluding RIA Industry)

Over the same period, total transacted AUM (a proxy for transaction value) for RIAs increased by 10.5%.  The average AUM per transaction during 2023 was $1.5 billion, a 9% increase over the prior year.  The increase in deal size has been an encouraging sign, given the rise in the cost of capital over the past year.  Echelon’s Q3 2023 RIA M&A Deal report stated that the growth in deal size can primarily be attributable to “an increase in equity markets and the consistent deployment of newly raised capital by firms like Mercer Advisors, Corient, HUB International, and CAPTRUST.  Echelon estimates that large wealth platforms raised an incremental ~$7.2 billion to pay down debt, increase war chests for acquisitions, and invest in growth.”

Another contributor to the increase in deal size has been RIAs partnering with private equity firms. According to Fidelity’s August 2023 Wealth Management M&A Transaction Report, private equity backing was involved in 75% of the transactions in August.  Private equity acquirers directly invested in wealth managers with assets totaling $877 billion in the third quarter of 2023, more than tripling the amount in the second quarter of 2023 (per Echelon’s Q3 2023 RIA M&A Deal Report).  This increase was due to some of the largest wealth management consolidators taking on new private equity partners.  Notable transactions of this nature include CAPTRUST, which sold an undisclosed stake in its wealth management business to Carlyle Group; Prime Capital Investment Advisors, who received a minority investment from Abry Partners; and Titan Wealth Holdings, who sold an interest in its business to Parthenon Capital.

The prevalence of serial acquirers and aggregators has continued in the RIA M&A market.  In recent years, the professionalization of the buyer market and the entrance of outside capital have driven demand and increased competition for deals.  Serial acquirers and aggregators have increasingly contributed to deal volume, supported by dedicated deal teams and access to capital.  Such firms accounted for approximately 67% of transactions during 2023.  Cerity Partners, CAPTRUST, Mercer Advisors, and Wealth Enhancement Group all completed multiple deals during the third quarter.

On the supply side, the current market environment will likely have a mixed impact on bringing sellers to market.  On one hand, some sellers may be reluctant to sell when the markets (and their firm’s financial performance) are down from their peak.  On the other hand, a concern that multiples may decline if the current market environment persists may prompt some sellers to seek an exit while multiples remain relatively robust.  This dynamic has prompted many sellers to hedge their exit by pursuing a partial sale now with an eye for a more complete exit once market conditions improve.

While market conditions play a role in exit timing, the motives for sellers often encompass more than purely financial considerations.  Sellers are often looking to solve succession issues, improve quality of life, and access organic growth strategies.  Such deal rationales are not sensitive to the market environment and will likely continue to fuel the M&A pipeline even during market downturns.

What Does This Mean for Your RIA?

For RIAs planning to grow through strategic acquisitions:  Pricing for RIAs has trended upwards in recent years, leaving you more exposed to underperformance.  While the impact of current macro conditions on RIA deal volume and multiples remains to be fully seen, structural developments in the industry and the proliferation of capital availability and acquirer models will likely continue to support higher multiples than the industry has seen in the past.  That said, a long-term investment horizon is the greatest hedge against valuation risks.  Short-term volatility aside, RIAs continue to be the ultimate growth and yield strategy for strategic buyers looking to grow their practice or investors capable of long-term holding periods.  RIAs will likely continue to benefit from higher profitability and growth than their broker-dealer counterparts and other diversified financial institutions.

For RIAs considering internal transactions:  We’re often engaged to address valuation issues in internal transaction scenarios, where valuation considerations are top of mind.  But how the deal is financed is often a crucial secondary consideration in internal transactions where buyers (usually next-gen management) lack the ability or willingness to purchase a substantial portion of the business outright.  As the RIA industry has grown, so too has the number of external capital providers who will finance internal transactions.  A seller-financed note has traditionally been one of the primary ways to transition ownership to the next generation of owners (and, in some instances, may still be the best option).  Still, an increasing amount of bank financing and other external capital options can provide selling partners with more immediate liquidity and potentially offer the next-gen cheaper financing costs.

If you are an RIA considering selling:  Whatever the market conditions are when you go to sell, it is essential to have a clear vision of your firm, its value, and what kind of partner you want before you go to market.  As the RIA industry has grown, a broad spectrum of buyer profiles has emerged to accommodate different seller motivations and allow for varying levels of autonomy post-transaction.  A strategic buyer will likely be interested in acquiring a controlling position in your firm and integrating a significant portion of the business to create scale.  At the other end of the spectrum, a sale to a patient capital provider can allow your firm to retain its independence and continue operating with minimal outside interference.  Given the wide range of buyer models out there, picking the right buyer type to align with your goals and motivations is a critical decision that can significantly impact personal and career satisfaction after the transaction closes.

About Mercer Capital

We are a valuation firm that is organized according to industry specialization.  Our Investment Management Team provides valuation, transaction, litigation, and consulting services to a client base consisting of asset managers, wealth managers, independent trust companies, broker-dealers, PE firms and alternative managers, and related investment consultancies.