Home Depot's $5 billion purchase of an unsexy building products distributor is a prime example of smart M&A

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Earlier this week, Home Depot said one of its business units was buying building-products distributor GMS for some $4.3 billion, prevailing in a bidding war and showing just how seriously the home-improvement chain is about winning the market for professional contractors at a time the do-it-yourself market is tough going.
GMS, whose name stands for Gypsum Management and Supply and which is based in Tucker, Ga., is hardly the sexiest acquisition target. But then again, it has a wide network of some 320 distribution centers that offer thing like wallboard, ceilings, steel framing, and other construction items. What's more, GMS operates roughly 100 tool sales, rental, and service centers for residential and commercial contract customers, all things Home Depot covets.
The deal follows Home Depot's $18 billion landmark acquisition last year of SRS Distribution (which is the entity actually buying GMS). That was the largest acquisition in the company's history, aimed at helping Home Depot win a much bigger share of the mammoth professional-contractors segment. Those customers have typically made little use of Home Depot and Lowe's and worked more closely with home-improvement retailers that cater to professionals.
With the GMS deal, SRS will dominate the market for professional suppliers both outside the home (roofing, pool, yard) and inside (wallboard, steel framing, and ceilings), Cowen analyst Max Rakhlenko wrote in a research note. Rakhlenko praised the deal, saying it 'would allow SRS to expand into additional verticals, grow market share, consolidate the industry, and meaningfully increase HD's supply chain and distribution network.'
While the market was neither excited nor alarmed by Home Depot's GMS news (its shares were flat on the day the deal was announced), the deals together show Home Depot is making a major, thoughtful pivot in its strategy. Home Depot is widely viewed as one of the most successful retailers of the last 20 years, one that has deftly leveraged a hot housing market that led to more people renovating their homes. But now, Home Depot believes that robust growth in the future won't come just from its 2,000 big-box stores serving people doing relatively simple home projects. Instead, it wants a share of the large orders placed by professionals for much more involved projects such as swimming pool installations and roof repairs. In its first quarter of the current fiscal year, sales at U.S. stores open for at least a year rose a paltry 0.2%, showing the need for this updated strategy.
'Growing pro is a key part of our growth strategy,' Ann-Marie Campbell, senior executive vice president of U.S. stores and operations at Home Depot, told Wall Street analysts in February. And it is the cornerstone of Home Depot's CEO of three years, Ted Decker, in his efforts to perpetuate the success of a retailer that had succeeded wildly under his two predecessors.
The deals are a reminder of how thoughtful Home Depot has long been in its M&A strategy. About 20 years ago, Home Depot focused its M&A on acquiring brands to fill out its in-store assortment. Then, in the 2010s, it invested in its e-commerce firepower and logistics, and equipping stores to support digital sales. More recently, the focus was on modernizing its assortment for growing areas like smart home products.
That M&A approach has served the famously disciplined retailer well and helped it long outperform archrival Lowe's in terms of sales growth: Last year, Home Depot's annual sales topped $159.5 billion, almost double what they were a decade earlier.
And it is refreshing when one looks at so many of the deals in the retail and consumer goods world that have not transformed companies but instead led to big write-downs.
Lowe's spent years pursuing Canadian retailer Rona to get a foothold north of the border, only to sell it off two years ago and losing about $2 billion in the process. Tapestry's acquisition in 2017 of Kate Spade, whose sales fell 13% last quarter, has led to a number of write-downs. Capri Holdings recently sold Versace at a big loss. Walgreens Boots Alliance's purchase a few years ago of 2,000 Rite Aid stores proved to be a major waste of money. Earlier this year, Coca-Cola took a $760 million write-down of its BodyArmor sports drink because of disappointing sales, and Dollar Tree said it was selling its Family Dollar division at a great loss.
And on and on it goes. Some 70% of M&A deals end up being failures. A good many of them can feel like Hail Mary passes by a brand desperate for growth, or a way to take out a rival, or simply the result of one company overestimating its ability to turn around another. Yes, there are concerns that an M&A cycle could pinch Home Depot's margins in the short term. But Home Depot's deliberate and thoughtful approach to M&A has largely paid off over the long term, and should serve as a model to big companies in how to do successful dealmaking.
This story was originally featured on Fortune.com