Portfolio Growth & Origination Infrastructure

Why Most Roll-Ups Fail to Internalize Origination

10 min read January 2025

Roll-up strategies sound straightforward: acquire multiple companies in a fragmented industry, consolidate operations, and create a scaled platform that commands a premium multiple at exit. In theory, the model works. In practice, most roll-ups stall before reaching the scale required to justify the thesis.

The problem isn't capital availability. It's not market timing or target scarcity. The problem is that most roll-ups never internalize origination.

They rely on brokers, network introductions, and reactive sourcing to fill the pipeline. And when those sources dry up or become inefficient, acquisition velocity collapses. The platform continues to operate existing assets, but it loses the momentum required to execute the roll-up strategy at scale.

What Internalizing Origination Actually Means

Internalizing origination means building the capability to source, qualify, and engage acquisition targets systematically — without relying on external intermediaries as the primary driver of deal flow.

It doesn't mean eliminating brokers. It means developing infrastructure that allows the platform to originate proprietary opportunities, coordinate sourcing efforts across portfolio companies, and control timing and engagement rather than reacting to what brokers bring.

Platforms that internalize origination gain:

  • Predictable pipeline coverage — Deal flow becomes consistent rather than opportunistic
  • Lower cost per transaction — Reduced success fees and better entry multiples
  • Strategic control — The platform dictates which targets to pursue and when
  • Competitive advantage — Proprietary deals avoid the auction dynamics that inflate valuations

Despite these advantages, most roll-ups never build this capability. They start with good intentions but default to broker dependency. The question is why.

The Cultural Barrier

The first reason roll-ups fail to internalize origination is cultural. Private equity platforms and portfolio company operators often come from different worlds, with different assumptions about how acquisition sourcing should work.

Deal Teams Are Accustomed to Brokers

Most deal professionals have spent their careers working with brokers. They're comfortable with that model: brokers bring opportunities, buyers compete in structured processes, and deal teams focus on evaluation and execution.

Proprietary sourcing requires a different skillset and a different mindset. It's proactive rather than reactive. It involves relationship development over months or years rather than quick closes. And it requires infrastructure that many deal teams haven't had to build before.

The result is inertia. Deal teams continue to rely on brokers because it's familiar, even when broker dependency undermines the roll-up thesis.

Operators Don't See Sourcing as Their Job

Portfolio company operators are focused on running and improving their businesses. They're evaluated on EBITDA growth, margin expansion, and operational performance — not acquisition sourcing.

When platforms ask operators to contribute to deal flow, it often feels like an add-on responsibility rather than a core function. Operators may make introductions when opportunities arise, but they rarely prioritize systematic sourcing because it's not part of their job description or incentive structure.

Without operator engagement, platforms lose access to one of the most valuable sources of proprietary deal flow: industry relationships, competitive intelligence, and market presence that operators naturally accumulate.

No One Owns the Problem

In most roll-ups, no single person or function is accountable for origination outcomes at the portfolio level. Deal teams focus on closing transactions. Operators focus on running businesses. And the gap between "potential target" and "deal under LOI" has no clear owner.

This ownership vacuum is the single biggest cultural barrier. Without someone explicitly responsible for building and maintaining origination infrastructure, it doesn't get built. The platform defaults to broker dependency because no one is accountable for the alternative.

The Structural Barrier

Even when platforms recognize the value of internalizing origination, they often lack the structural capacity to execute on it.

No Centralized Visibility or Coordination

Roll-ups typically operate as collections of independent portfolio companies. Each company may conduct its own sourcing, maintain its own contact lists, and pursue its own acquisition targets.

This fragmentation creates waste:

  • Multiple entities contact the same targets without coordination
  • High-quality targets are missed because no one is tracking them systematically
  • Lessons learned at one portfolio company don't transfer to others
  • No single source of truth for pipeline status across the platform

Without centralized visibility and coordination, proprietary sourcing efforts collapse into noise. Individual companies may make progress, but the platform as a whole doesn't build capability.

Lack of Systems to Support Scale

Proprietary sourcing at scale requires infrastructure: CRM systems to track outreach, workflows to manage qualification, templates to standardize communication, and reporting to measure progress.

Most roll-ups don't build these systems early. They assume deal flow will come from brokers and network intros, so they don't invest in infrastructure to support systematic origination.

When they eventually recognize the need, they're already behind. Building infrastructure after the fact is harder than building it from the start. And the longer platforms wait, the more entrenched broker dependency becomes.

Insufficient Headcount or Expertise

Internalizing origination requires dedicated capacity. Someone has to identify targets, manage outreach, track engagement, and coordinate across portfolio companies.

Most platforms assume existing team members can absorb this work. Deal teams focus on closing transactions. Operators focus on integration. And no one has the bandwidth to systematically source new opportunities.

The result is sporadic effort that never builds momentum. Platforms dabble in proprietary sourcing but don't commit the resources required to make it work at scale.

The Incentive Barrier

Even when cultural and structural barriers are addressed, incentives often remain misaligned.

Short-Term Pressure Overrides Long-Term Investment

Building proprietary sourcing capability takes time. It requires upfront investment in infrastructure, process development, and relationship building before results materialize.

Platforms operating under short hold periods or quarterly performance pressure often prioritize immediate results over long-term capability. Brokers deliver deals now. Proprietary sourcing delivers deals later. So platforms default to the immediate option.

This short-termism undermines roll-up execution. The platform closes a few deals through brokers, but it never builds the origination capacity required to sustain acquisition velocity over a multi-year hold period.

Deal Teams Are Rewarded for Closing, Not Sourcing

Most deal professionals are compensated based on transactions closed, not deals sourced. Their incentive is to move opportunities through execution as quickly as possible, regardless of where those opportunities came from.

Proprietary sourcing requires different behaviors: patient relationship development, long sales cycles, and upfront work that may not result in near-term closes. If deal teams aren't rewarded for that work, they won't prioritize it.

Operators Aren't Incentivized to Contribute

Portfolio company operators are typically compensated based on their company's performance: EBITDA growth, margin improvement, and operational metrics.

Contributing to platform-level deal flow doesn't directly impact those metrics. So operators have limited incentive to invest time in sourcing, even when they have valuable industry relationships and competitive intelligence.

Platforms that want operator engagement in origination need to align incentives accordingly — making deal flow contribution part of operator compensation or performance reviews.

How to Overcome the Barriers

Internalizing origination isn't easy. But it's not insurmountable. Platforms that succeed do a few things differently:

1. Assign Explicit Ownership

The single most important step is assigning someone to own origination at the portfolio level. This could be an internal hire, a fractional resource, or embedded infrastructure support. The key is singular accountability.

That owner's job is to build systems, coordinate across portfolio companies, track performance, and ensure the platform develops proprietary sourcing capability rather than relying on brokers.

2. Build Infrastructure Early

Don't wait until broker dependency becomes a problem. Build origination infrastructure from the start: CRM systems, outreach workflows, qualification criteria, and reporting dashboards.

Infrastructure doesn't have to be complex. It just has to exist and be maintained.

3. Align Incentives Across the Platform

Make proprietary sourcing part of how the platform measures success. Reward deal teams for origination, not just execution. Include deal flow contribution in operator performance reviews. Track and celebrate proprietary wins.

When incentives align, behavior follows.

4. Commit to Long-Term Capability Building

Recognize that proprietary sourcing is a long-term investment. It won't deliver immediate results. But over a hold period, it compounds into material advantages: lower transaction costs, better entry multiples, and predictable acquisition velocity.

Platforms that treat origination as a strategic priority — not a nice-to-have — build capability that lasts beyond the current investment cycle.

Final Thought

Most roll-ups fail to internalize origination not because it's impossible, but because it's hard. It requires cultural change, structural investment, and incentive alignment. And most platforms underestimate what it takes.

The platforms that succeed recognize that internalizing origination is a strategic imperative, not an operational detail. They assign ownership, build infrastructure, and commit to long-term capability development.

And in doing so, they create roll-ups that actually scale — rather than stalling after a handful of acquisitions.