要約： Buy-and-build has become the default playbook in private equity because the old shortcut, paying a low multiple and selling into a rising market, no longer works reliably. Sponsors now buy a platform company, bolt on smaller competitors at a discount, and capture the gap between what small businesses sell for and what a larger, more diversified group commands at exit. Add-on deals already represent the overwhelming majority of buyout activity in both the United States and Europe, and higher borrowing costs are pushing the strategy further because deals now need real earnings growth, not just financial engineering, to hit target returns. The approach still fails when acquisition pace outruns integration capacity. Done with discipline, it remains one of the most durable value-creation engines available, and it is the model Neumarz builds its advisory practice around.
Add-ons have quietly become the market
The buyout market that most people picture, a single sponsor buying a single company, is no longer the typical deal. In Europe, add-on transactions reached a decade-high 71.4% of buyout deal count in the first quarter of 2026, up from a 67.4% average across all of 2025, according to PitchBook. In the United States, the shift shows up from the other direction: platform buyouts, the anchor deals that create new sponsor-owned companies from scratch, fell from 21% of overall PE deal activity at the end of 2025 to roughly 19% by May 2026, with add-ons and growth equity absorbing the difference as credit tightened and valuations reset.
None of this is new so much as it is intensifying. Bain & Company has tracked buy-and-build as a distinct strategy, defined as a platform company making at least four sequential add-on acquisitions, since well before the current cycle, and found that the share of add-on deals representing at least a platform’s fourth acquisition rose from 21% in 2003 to roughly 30% in recent years, with one in ten add-ons being at least the tenth deal in a sequence. What has changed is the environment around it. Multiple arbitrage used to be one lever among several. It is now closer to the load-bearing wall.
The arithmetic behind multiple arbitrage
The mechanic is straightforward even when the execution is not. Bain’s research on the strategy shows that smaller companies consistently trade at lower valuation multiples than larger companies in the same sector, largely because scale brings more stable revenue, deeper management benches, and a wider pool of eventual buyers. A sponsor can justify paying a full, sometimes rich, multiple for a well-run platform company precisely because it plans to lower the blended purchase price over time by tucking in smaller competitors at a discount. Berlin Packaging is the case Bain returns to most often: Investcorp bought the Chicago container distributor for around $410 million in 2007, added four strategic acquisitions over seven years, and sold to Oak Hill Capital Partners in 2014 for $1.43 billion, more than three times its money. Oak Hill has since kept building on top of it.
Multiple arbitrage is not the whole return, and firms that treat it as such tend to be the ones that get burned. The stronger buy-and-build theses layer real synergies, shared back-office costs, combined purchasing power, cross-selling into the acquired base, on top of the pure valuation spread. VetCor, the veterinary practice consolidator Cressey & Company built starting in 2010, is the version that worked: add-ons priced at mid-single-digit EBITDA multiples against a platform valued in the mid-teens, in a fragmented, recession-resistant sector with genuine white space for growth.
Why higher rates make the strategy more necessary, not less
The case for buy-and-build has strengthened for a reason that has little to do with fashion. Bain’s 2026 Global Private Equity Report frames the shift as “12 is the new 5”: during the low-rate 2010s, a typical buyout needed only about 5% annual EBITDA growth to hit a standard 2.5x return over a five-year hold, because cheap debt and steadily rising multiples did most of the remaining work. With borrowing costs now in the high single digits, leverage capped well below prior norms, and entry multiples still elevated, the same target return requires something closer to 10% to 12% annual EBITDA growth.
That is a meaningfully harder number to hit through organic growth alone, particularly in mature, moderate-growth industries. Buy-and-build offers a way to manufacture EBITDA growth through acquisition rather than waiting for it to show up in same-store performance, while the multiple-arbitrage spread absorbs some of the pressure that used to come from market-wide multiple expansion. It is not a substitute for operational improvement. It is a structure that makes operational improvement compound faster.
Where the strategy breaks
The failure modes are well documented and tend to repeat. Bain’s own case history includes Aurora Foods, an early buy-and-build attempt that combined premium brands like Mrs. Butterworth’s with budget frozen-food lines under Van de Kamp’s. The acquisitions all said “food” on paper, but the businesses shared little in cost structure, customer base, or channel, and the platform filed for bankruptcy in 2003 without ever generating the promised scope. The lesson holds across sectors: an add-on has to sit close enough to the platform’s actual core, its customers, costs, channels, and competitive advantage, for the combination to be worth more than the sum of its parts.
Sector timing matters just as much as target selection. The funeral home industry is Bain’s example of a market that “barbelled”: enough consolidators piled in over the years that the mid-size targets disappeared, prices for what remained were bid up, and the multiple-arbitrage opportunity that made the strategy attractive in the first place quietly closed. A sponsor entering a sector late, without checking how much genuine acquisition runway is left, is underwriting a strategy that may already be exhausted.
What separates the platforms that compound from the ones that stall
| Diligence question | Signal the platform will compound | Signal the platform will stall |
|---|---|---|
| Sector runway | Fragmented market, ample smaller targets, low disruption risk | Consolidators already competing for the same shrinking pool of targets |
| Platform readiness | Strong free cash flow, systems and management able to absorb deals | Platform itself needs years of fixing before it can integrate anything |
| Strategic fit of targets | Add-ons close to the platform’s actual core customers and cost base | Acquisitions justified mainly by “it’s in the same broad category” |
| Pace versus capacity | Acquisition cadence matched to integration bandwidth | Deals stacking faster than back-office and IT systems can absorb them |
Building platforms, not just buying them
For Swiss and European mid-market owners, buy-and-build is rarely a strategy a company designs for itself. It is a strategy a sponsor or an outside advisor has to bring, because it requires sector-level visibility into where the fragmentation and the multiple gap actually sit, and the deal-execution discipline to keep add-ons close to the core. That is the work Neumarz does with owners and sponsors across Switzerland’s fragmented mid-market: identifying the platform candidates with real acquisition capacity, sourcing bolt-ons that genuinely extend the core rather than merely adding revenue, and pacing the integration so that growth on paper becomes growth in the numbers. In a market where multiple expansion can no longer be assumed, that discipline is not a nice-to-have. It is the return.
参考文献
- PitchBook, “Surge in add-ons and club deals signal investor caution in Europe,” https://pitchbook.com/news/articles/surge-in-add-ons-and-club-deals-signal-investor-caution-in-europe
- PitchBook, “PE pivots as platform buyouts in software fall to decade low,” https://pitchbook.com/news/articles/pe-pivots-as-platform-buyouts-in-software-fall-to-decade-low
- Bain & Company, “Private Equity Outlook 2026: Gaining Traction,” https://www.bain.com/insights/outlook-gaining-traction-global-private-equity-report-2026/
- Bain & Company, “Private Equity Buy-and-Build: How to Get It Right,” https://www.bain.com/insights/private-equity-buy-and-build-how-to-get-it-right/
