Adam Markley·July 18, 2024

How Helping Others Look at Deals Led to a Holdco | Adam Markley Interview

Adam Markley is a former public accountant and digital publishing executive who built Procs Capital Group, a holding company with five US operating businesses and a fractional CFO firm (Veracity CFO), after co-running an education company that trained hundreds of aspiring business buyers. His portfolio — assembled in just 21 months — spans a heavy truck transmission/differential rebuild shop (SBA), a truck driver recruiting job board and data platform, a medical staffing agency (partial acquisition via proprietary letter outreach at ~3x earnings), a Denver digital marketing agency (SBA), and an 89-year-old flag pole and banner company in the Baltimore area (80%+ seller-financed). Aggregate portfolio revenue sits just under $20M at time of recording. Each business has a dedicated operating partner, and Adam functions as the dealmaker and capital allocator. He is now shifting toward also taking minority equity stakes (typically 20-25%) in searchers' acquisitions, providing deal review, bridge capital, and fractional back-office support through Veracity CFO rather than guaranteeing additional SBA debt himself. Key lessons drawn from thousands of deal reviews: seller financing sounds easy but most owners of good businesses want cash; operating partners are essential to scale; proprietary outreach (including physical letters) can yield dramatically better response rates than mass email; and Partnerships — done right — multiply what any individual can build.

Deal facts

multiple: ~3x trailing 12-month earnings (medical staffing partial acquisition)
sde ebitda: above seven figures trailing 12 months (medical staffing)
revenue: just under $20M aggregate across portfolio
financing structure: Mix: 3 SBA loans, 2 non-bank transactions (one 80%+ seller note; one 100% earnout/seller financed UK deal); UK deals funded from business cash; ~$250k equity injection for medical staffing (~$200k stayed as working capital)
notes: 5 US acquisitions closed in a 21-month window (April 2021 to January 2023). Portfolio includes: heavy truck transmission/differential rebuild facility (SBA); truck driver recruiting data platform/job board (non-bank); medical staffing agency — partial acquisition/JV, ~$250k in, seller retained equity with future exit preference; digital marketing agency in Denver (SBA); 89-year-old flag pole and banner company in Baltimore area (seller held 80%+ in paper, non-bank). Two prior UK acquisitions (IT security consulting and a pub/hospitality supplies distributor) since exited. Also a sixth business started (fractional CFO/accounting firm, Veracity CFO). Two more LOIs active at time of recording.

Why this business

Adam had always wanted to buy and aggregate simple businesses at scale, a conviction that formed before he knew the term rollup. Years of accounting work across dozens of industries showed him that wealth came from business ownership. After co-running an education company that coached others on buying businesses, he had seen thousands of deals and built a network that gave him deal flow, credibility with brokers, and the operational pattern recognition to build a holding company across complementary niches.

What's working

Deep broker and operator relationships generate off-market and pre-market deal flow — flag pole company came from a broker relationship built on the transmission deal
Proprietary outreach via customized physical letters yielded the medical staffing acquisition at a very low multiple (~3x) from a one-woman operator doing 8-figure revenue
Operating partner model allows Adam to run multiple businesses simultaneously without being operator in any of them; each company has a dedicated day-to-day leader
Fractional CFO/accounting business (Veracity CFO) provides post-acquisition financial infrastructure across the portfolio and frees operating partners to focus on people and operations
Mix of SBA and non-bank deal structures gives flexibility across deal types and sizes
Flag pole company had 100% inbound revenue at acquisition and still receives calls for a division sold in 1985 — brand and reputation as a moat
Medical staffing: worked inside the business for 10-12 weeks before closing, providing the best possible due diligence and a head start on stabilization
Denver and Baltimore ETA Meetup communities (80+ attendees monthly) build network and deal flow

What's hard

UK partnership failure: a partner in one of the UK businesses emptied the bank accounts, requiring a year of fighting before having to shut the business down — described as a 'wrecking ball culturally and operationally and financially'
Five acquisitions in 21 months was intense enough that Adam called a deliberate pause in 2023 to stabilize and breathe
Flag pole company has liability complexity (workers going 50 feet in the air) that required intentionally slow growth in year one; turned down a $100k+ job that exceeded their known capacity
Scaling personal guarantees on SBA loans is a real ceiling for a hold co; motivates the shift to minority equity investing in searchers' deals rather than direct acquisition
Majority-seller-financed or 100% seller-financed deals are harder to close than they sound — most owners of good businesses want cash at close and won't accept 90% seller notes
Early education company era: trying to close hyper-aggressive LBO-style deals with near-zero equity taught hard lessons about what sellers will actually accept

Notable quotes

I always thought about buying the simple business the laundry mat the car wash and then buying a lot of them knowing that economies of scale add lots of margin.

We will always be our own limiter when it comes to the growth of a company. We will only ever grow to what we're capable of individually. There's a reason small businesses are small when you're buying them.

I couldn't tell you the last time I've had to provide my financial statement to a broker. They just don't even ask. They understand there's a competency and an awareness of and a seriousness to the inquiries.

I tell people it might not be the one that ever makes me a ton of money but whenever anyone asks how long I'm going to own a company — I got 11 years till we hit the Centennial and darn if I'm getting out of that one before then.