How Winsupply Runs M&A With Just Four People

Many acquirers treat M&A deal structure as a pricing exercise. Greg Holbrock treats it as a partnership test. At Winsupply, a distributor with 680+ locally owned wholesalers, the people who run each business after close become part owners. So before Greg agrees on a price, he models five years out and asks whether those local minority investors can win. If they can't, he walks, even when the deal makes financial sense.

That shapes everything about how Winsupply buys: 

• Sellers get cash at close, with no rollover equity. 
• Winsupply owns 100% on day one, then sells shares down to the local team while keeping at least 51%. 
• The share price counts only about a third of goodwill, so the people who buy in start with an investment that can grow. 
• About 90% of Greg's deals have no earn-out at all. When one is used, it bridges a real valuation gap with simple goals.

Greg's due diligence process is built the same way. He walks sellers through why each request matters and never asks them to create documents just to close. He uses the same QoE and legal partners on every deal, gets approval to sign before he negotiates, and integrates at local speed, leaving a seller on their own ERP when their systems and financials hold up. In seller negotiations, his main tool is active listening: finding out whether the owner is selling for succession, family, tax, or growth reasons.

He and Kison close on trust, AI, and discipline. Greg's audit roots make him a "trust but verify" user of AI. And his rule on broken deals is firm: a deal gets two lives, not three. If you feel you have to do a deal, he says, you probably have "dealitis."

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