
Welcome to Upper Market
Henry Ford's River Rouge plant was a machine for paranoia: iron ore and coal went in one end, finished cars came out the other. He owned the mines, the ships that carried the ore, the railway, even a rubber plantation in Brazil. If he controlled every link, nobody could hold him up.
It made Ford unstoppable - and then it made him slow. Owning everything means fixing everything, and the rubber plantation was a famous disaster.
Control is a wonderful thing to buy. Just count the cost of everything you have to run to keep it.
What's ahead in this Newsletter:
Playing The Game: Owner-Operator Earnings or Vertical Integration (pick one below)
This Week's Deal
Last Week's Deal
YouTube Videos from the Week:

Briefing Series: Vertical Integration
Some businesses do one thing, while others operate up and down the whole chain. They design it, make it, sell it, install it and service it, all under one roof. That's vertical integration, and it's one of the most powerful, and most double-edged, things a business can have.
The appeal is obvious. When you own more of the chain, you capture more of the margin instead of handing it to a supplier, a distributor or a subcontractor. You control quality end to end, so nothing is at the mercy of a third party's mistakes or delays. And you're much harder to copy - a competitor who only does one stage can't easily match a business that does five. For customers, "one trusted supplier for the whole job" is a genuinely compelling offer, and it locks them in.
That's the moat. But it comes at a cost. Every stage you own, is a separate business you now have to be good at - manufacturing, importing, logistics, installation, service - each with its own staff, skills, equipment and ways to go wrong. Integration ties up more capital and adds more fixed cost, so the business is heavier and less flexible. And the chain is only as strong as its weakest link: one department that's badly run, or one stage that suddenly needs reinvestment, drags the whole thing. Owning everything means fixing everything.
So when you're buying a vertically integrated business, resist admiring it as one impressive machine and look at each stage separately. Which links are genuinely strong and profitable, and which are only there because no one ever unbundled them? Is the integration the reason customers buy - a real, defensible advantage - or just a habit that adds cost? Sometimes the integration is the whole moat. Sometimes you're buying three mediocre businesses stapled together and calling it a platform.
Owning the whole chain captures every margin - and hands you every problem. Make sure each link is one you actually want to run.
The best vertically integrated businesses use integration as a weapon: the control genuinely differentiates them, the margin is real, and each stage would stand up on its own. The worst use it as an excuse - complexity that hides which parts make money and which quietly lose it. Your job is to tell them apart, because you're not just buying the finished product. You're buying every step it took to get there, and signing up to run all of them.
Short Summary:
Vertical integration = owning multiple stages of the chain (make, import, install, service…)
Upside: more margin captured, end-to-end quality control, and a harder-to-copy offer
Downside: more capital, more complexity, and a separate business to run at every stage
The chain is only as strong as its weakest link - one bad stage drags the whole thing
Value each link on its own; make sure the integration is a real moat, not just habit

This Week's Deal: Commercial Refrigeration Specialist
A three-year average EBITDAP of about $720k, asset-light, with contracted maintenance revenue that's growing on purpose - and a genuine industry tailwind behind it. Asking $1.8m, around 2.5x. An owner-operated commercial and industrial refrigeration business that does the whole job in-house.
This is the dominant refrigeration provider in its location, built on direct, long-standing B2B relationships rather than competing for tenders. It designs, builds, installs and services its own systems, it's deliberately moving clients onto annual maintenance agreements, and it's positioned for the industry's shift to natural refrigerants. There's a lot to like. The main thing to unpick is the word "owner-operated."
It designs, manufactures, installs and maintains commercial and industrial refrigeration systems entirely in-house - fully vertically integrated - for a loyal base of direct B2B clients, and it's the major provider in its area. The three-year average normalised EBITDAP is about $720k, and the operation is asset-light with a small fixed-asset base and no identified capex needed. Crucially, it's growing its contracted, recurring revenue by moving clients onto annual maintenance agreements, and it's well placed for the sector-wide switch to natural refrigerants - rising synthetic-refrigerant costs are pushing clients to CO2 systems, which the business already designs and installs.
What I'd Want to Understand:
First is the "owner-operated" reality, because EBITDAP adds the owner's pay back. The "P" is proprietor's earnings - so $720k assumes the owner in the business. I'd want to know exactly what they do: technical design, key client relationships, quoting, hands-on service? Refrigeration is specialised, licensed trade work, so if the owner is a key technician or the relationship-holder, replacing them is expensive and the real hands-off number is lower. What it costs to replace them is the number that matters.
Second is the recurring maintenance revenue - how much, how contracted? The best thing here is the shift to annual maintenance agreements: contracted, recurring, sticky income on essential equipment that can't be allowed to fail. So I'd want the split between contracted maintenance and one-off project work, how many clients are actually on agreements versus still ad-hoc, the contract terms, and the trend. The more of that $720k is genuinely contracted, the better the business.
Third is the CO2 tailwind - real and durable, or a one-off bump? "Positioned for the shift to natural refrigerants" is a genuine driver: regulation and cost are pushing clients off synthetic refrigerants, and the business already has CO2 capability competitors may lack. I'd want to understand how much of the pipeline this conversion represents, how long the tailwind lasts, and whether the technical edge is real and held by the team, not just the owner.
Fourth is client concentration and the skilled team. "Major provider in its location" and "direct relationships, no tenders" is a strong, defensible position - but I'd want the revenue share of the top few clients, and a hard look at the technicians. Refrigeration runs on licensed, scarce trades; the team that installs and services the systems is the capacity to earn, and their retention is the standing risk in any trade like this.
Growth Angle: The levers are unusually clean: keep converting ad-hoc clients onto contracted maintenance agreements to grow the recurring, defensible base; ride the CO2 conversion wave with capability competitors are scrambling to build; and, because it's asset-light with no looming capex, extra work drops through efficiently. For a trade buyer it's a strong bolt-on - essential-service recurring revenue, a real technical edge, and a tailwind that does some of the selling for you.
The Drawbacks: It's owner-operated, so the true hands-off earnings depend on replacing the proprietor's role - possibly a skilled technical one - well. It runs on scarce licensed refrigeration trades whose retention is critical. And while asset-light is a genuine plus, a specialised trade in one location has a natural ceiling and rides commercial and industrial investment to some degree. Strong business; the value hinges on how much of $720k survives paying for what the owner does.
Final Thought: An asset-light, vertically integrated, market-leading refrigeration business with growing contracted revenue and a real regulatory tailwind is a genuinely strong little operation - essential service, sticky income, a technical edge, and no capex hole to fund. The deal comes down to two reads: how much of that $720k is the business versus the owner's own labour, and how much of the revenue is truly contracted. Get those, keep the technicians, and 2.5x looks like a fair price for a business the market is quietly pushing more work toward.
If you want more details on any of these businesses or would like an introduction to the sellers, just reply to this email.

Last Week's Deal: Nationwide Truck-Parts Specialist
Adjusted earnings of about $463k, plus roughly $1m of stock included in the price. Price on application. A decade-old, nationwide specialist in European truck parts - and the whole deal turns on the quality of that inventory and the strength of the moat.
This is a Christchurch-based, nationwide business supplying OEM, aftermarket, reconditioned and used parts for European commercial trucks. The seller's pitch is barriers to entry - supplier relationships, technical know-how and inventory depth that would be "costly and time-consuming to replicate." That's a moat if it holds. The homework is the stock and the suppliers.
It supplies parts for leading European truck brands to customers throughout New Zealand, across multiple lines - OEM, aftermarket, reconditioned and quality used - so a customer can source a wide range from one trusted supplier. Ten-plus years of trading, a diversified customer base, an experienced team, and adjusted earnings around $463k, with about $1m of inventory included in the asking price. It's a distribution business with genuine tangible asset backing and, the seller argues, a defensible niche.
What I'd Want to Understand:
First is the stock, because $1m of it is in the price. Deep inventory is the moat here - having the part a customer needs, today - but it's also the risk. I'd want the inventory aged line by line: what's turning, what's sat for two years, and the honest resale value of the slow stuff. In a parts business with thousands of SKUs, some of that million is live and defensible, and some is shelf decoration at cost. You pay for the first, not the second.
Second is the supplier relationships, because they're the real barrier. "Diversified sourcing" and "strong supplier relationships" for European truck brands are the actual moat. So are they contracted and durable, or informal arrangements a manufacturer could cut, or hand to a competitor, tomorrow? A distribution business is only as defensible as its right to keep getting the product - I'd want that in writing, not just in reputation.
Third is the adjusted earnings, and the working capital. "$463k adjusted" means add-backs - I'd want to see them, and confirm the number after paying for whatever the owner does. And this is an inventory business, so its cash is parked in stock: I'd want the real earnings after honestly funding the working capital the model needs, because a parts business grows by buying more stock before it sells it.
Fourth is the niche and its future. European commercial trucks are a specific, technical market - a genuine niche, which is the moat, but also a ceiling and a question mark. I'd want to understand the size of the NZ fleet, whether it's growing or shrinking, how the shift in trucks and drivetrains over the next decade affects parts demand, and who the technical expertise sits with in the team.
Growth Angle: A trusted, nationwide, one-stop parts supplier with deep inventory is a platform: the seller flags untapped digital - and an e-commerce and better-marketed front end on an established sourcing network is an obvious, concrete lever. Add adjacent brands or parts lines through the same supplier relationships, or bolt it onto an existing parts or workshop operation to share overhead and inventory. The hard asset - the sourcing network and the stock depth - is exactly what a competitor can't quickly build.
The Drawbacks: It's working-capital-heavy - a lot of cash lives in stock, some of which is inevitably slow - and it's a narrow, technical niche exposed to whatever happens to European truck volumes and technology. The moat depends on supplier relationships you don't fully control until you've read the agreements. And "price on application" plus "adjusted" earnings means the real number and the real multiple are still to be pinned down.
Final Thought: A defensible, nationwide specialist with real earnings and genuine barriers to entry is a genuinely good kind of business - the moat here is real, not marketing. The whole deal comes down to two reads: how much of that $1m of stock is alive, and how secure the supplier relationships that create the moat actually are. Age the inventory, read the supply agreements, and you'll know whether you're buying a defensible cash machine or a warehouse with a good story.
If you want more details on any of these businesses or would like an introduction to the sellers, just reply to this email.
