loader from loading.io

Cultural Fit Over EBITDA: How Salas O'Brien Built a 30-Merger Program Without a Single Failure

M&A Science

Release Date: 03/12/2026

The Seller’s Power Shift: How to Defend Valuation After the LOI show art The Seller’s Power Shift: How to Defend Valuation After the LOI

M&A Science

Signing the LOI can feel like you’ve won. For the seller, it may actually be the moment when the balance of power starts moving the other way. Praveen Ghanta learned that firsthand while selling HiddenLevers. A key enterprise contract slipped during diligence, the valuation story changed, and just before the diligence period expired, the buyer came back asking to reprice the deal by nearly 50%. What followed was a tense negotiation over how much to concede, what to protect, and when walking away becomes the better option. What You'll Learn Why seller leverage changes after signing an LOI...

info_outline
The Discount Is the Wrong Question in Private Equity Secondaries show art The Discount Is the Wrong Question in Private Equity Secondaries

M&A Science

Secondary deals are often judged by a single metric: the discount. Richard Chow thinks that's the wrong place to start. After spending most of his career investing in and advising on secondaries, Richard has seen what happens when investors focus too heavily on price and miss what is actually driving the transaction. Richard and Kison walk through the decisions behind LP-led deals, continuation vehicles, private-market liquidity, and some of the assumptions buyers routinely get wrong. They also get into Richard's own investing mistakes, including a SpaceX opportunity he passed on, and what it...

info_outline
How to Finance Acquisitions Without Giving Up Equity show art How to Finance Acquisitions Without Giving Up Equity

M&A Science

How do you keep buying companies without eventually losing control of the company you built?  SS&C Technologies founder and CEO Bill Stone has spent four decades avoiding exactly that. Rather than treating each acquisition as an isolated transaction, SS&C built a system around protecting ownership, using debt when the economics make sense, paying it down quickly, and creating enough value after close to preserve capacity for the next deal. Bill walks through the decisions behind acquisitions including FMC, GlobeOp, and Blue Prism, his experience taking SS&C private with...

info_outline
Where AI Actually Helps and Fails in M&A Legal Work show art Where AI Actually Helps and Fails in M&A Legal Work

M&A Science

AI can now draft, review, and benchmark deal documents in a fraction of the time it used to take, but knowing when to trust the output is a different skill entirely. Aaron Binstock, a partner at Cooley with nearly 20 years of transactional experience, has seen both sides of that tradeoff firsthand. Where does AI actually save time on a deal, and where does it create false confidence? What happened when a client's AI-generated tax step chart was built on the wrong assumption? How does reverse prompting produce a better first draft than a single one-shot prompt? And what's changing about how...

info_outline
The Back-Office Surprises Nobody Warned You About When Going Global show art The Back-Office Surprises Nobody Warned You About When Going Global

M&A Science

Due diligence covers deal terms, but it doesn't cover what happens once you're running payroll, benefits, and banking in a country you've never operated in before. A legal entity change can lock a company out of its own bank account overnight. Benefits plans get frozen in by local law. A language rollout can hit five systems on the same go-live day. And having handled one acquisition in a country doesn't guarantee the next one plays out the same way. Jennifer Lipschultz has led integration on more than 20 acquisitions across the Netherlands, Sweden, Germany, and India for ECI Software...

info_outline
How to Structure an Acquihire Deal in the AI Talent Race show art How to Structure an Acquihire Deal in the AI Talent Race

M&A Science

AI talent deals are no longer small acquihires built around a simple price per engineer. Some now carry billion-dollar price tags, forcing buyers to rethink deal structure, diligence, tax exposure, and retention. Baker McKenzie’s M&A Partner Derek Liu has personally signed over $110 billion in transactions from both sides of the table. That mismatch, old tools built for a different kind of deal, is what's forcing corp dev and legal teams to rework their playbook, and it's the throughline of this conversation. What You'll Learn The real cost difference between a stock purchase, an asset...

info_outline
What Buyers Want from Bankers and Founders show art What Buyers Want from Bankers and Founders

M&A Science

Your standard teaser tells a buyer everything about your company and nothing about why you fit their strategy right now. When sellers expect the buyer to figure out that alignment, the deal dies on the desk. Andrew Morbitzer has led more than $2 billion in acquisitions at Intuit and GoDaddy, worked on the sell-side as an M&A advisor, and returned to the buy-side as VP of Corporate Development at Life360. What You'll Learn Why do corp dev teams default to no on inbound deals before the first conversation How banker incentives and buyer incentives point in opposite directions How to...

info_outline
220 Deals. One Playbook. How to Scale M&A Without Losing Control show art 220 Deals. One Playbook. How to Scale M&A Without Losing Control

M&A Science

If you scale the deal flow without the operating infrastructure to match it, things break fast. The playbook is a document nobody opens, closing weeks turn into fire drills, and the returns you modeled start to slip. Shawn Rodricks, Head of M&A - Independent Consultant, built the infrastructure before the volume hit. He closed 220 acquisitions across two organizations, 37 at Rexall in pharmacy and 183 at Amerivet Veterinary Partners, by wiring in the operating system from the start. What You'll Learn The five-part operating model behind 220 acquisitions How to hire for biz dev vs. corp...

info_outline
How to Build a Deal Model That Beats PE on Price show art How to Build a Deal Model That Beats PE on Price

M&A Science

Buyers who mistake a high LOI bid for a winning strategy are easy prey for sellers who know the growth equity playbook. Jeremy Segal's position: precision at the LOI stage is a stronger differentiator than price. Jeremy Segal is EVP of Corporate Development at Progress (NASDAQ: PRGS), a publicly traded software company that has nearly doubled revenue through M&A, from under $400 million to nearly $1 billion. He has closed roughly 50 acquisitions across his career at Progress, LogMeIn, and Akamai. How do you build a cost-optimization model before LOI for lines you know you can execute?...

info_outline
The People You Lose in M&A: Key Talent Retention Before Close show art The People You Lose in M&A: Key Talent Retention Before Close

M&A Science

The people who leave post-close are usually the ones the deal depended on. Which means the problem starts with how you read culture before LOI and whether financial incentives are the only retention tool you are building with. Haseeb Jawad heads corporate development at Commvault, running a lean team with full accountability from sourcing through integration. He has led two to three acquisitions per year across multiple companies, sat on both sides of a transaction, and serves as his own IMO lead. The signals that tell you a deal will lose people are visible from the first founder...

info_outline
 
More Episodes

Nathan Rust, Senior VP of Corporate Development, Salas O'Brien

Salas O'Brien has completed 30+ mergers with a 100% success rate and 93% cumulative leadership retention. 

That doesn't happen by accident.

Nathan Rust, Senior VP of Corp Dev, explains the system behind those numbers. He shares how they screen bad fits on the first call, why their CEO meets every employee from acquired firms, and how a founder-driven sourcing flywheel attracts inbound deals.

In this episode: You’ll learn how they screen 200+ opportunities a year down to the ones worth closing, why their initial diligence list is 10 questions, how reverse due diligence works as a real screening tool, and what CEO-led integration meetings mean for retention.

The core argument: Cultural fit isn't a soft metric. Believe it or not, it's the primary filter for deals. EBITDA tells you what you're buying, but people tell you whether it survives. 

If you run corp dev at a people-intensive business and wonder why your post-close retention doesn't match your pre-close promises, this episode is for you.

What You’ll Learn in This Episode

  • Why retention is one of the most overlooked risks in M&A
  • How cultural compatibility is assessed during early conversations
  • Why many buyers damage their reputation by retrading deals
  • How equity rollovers align incentives between buyers and sellers
  • Why simplicity in diligence often produces better results
  • How direct outreach and referrals drive proprietary deal flow
  • The role of reverse diligence in evaluating buyer credibility

____________________

This episode is sponsored by M&A Science

If you're struggling to retain founder-led leadership teams post-close, the Hub has frameworks for cultural integration and leadership retention to help you actually deliver on what you promised at signing. Get access at www.mascience.com/membership

_____________________

This episode is also sponsored by DealRoom

The best M&A teams close deals faster...not because they work harder, but because they have better systems. DealRoom helps you manage your entire deal lifecycle from target identification through close. No more hunting for documents or wondering what's blocking progress.

Request a Demo today: https://hubs.ly/Q03ZMvQX0 

____________________

Episode Chapters 

[00:04:40] Nathan's Background & How It Shaped His M&A Philosophy

[00:09:25] Why People Are the Primary Deal Filter

[00:11:23] The Three Screening Criteria on Every First Call

[00:16:51] Earnouts, Equity Rollover, and Employee Ownership

[00:21:21] Deal Sourcing: Employee Referrals, Buy-Side Reps, Direct Outreach

[00:33:37] How Introductory Calls Actually Run (And Why They're 90% Personal)

[00:42:10] The 10-Question Diligence List & Reverse Due Diligence  

[00:47:50] Valuation Philosophy — Fair Offers, No Retrading

[00:51:10] ESOP Deal Complexity & The Charlotte Deal Story

[00:55:00] Integration: Why the CEO Meets Every Employee

[00:57:44] The Craziest Thing in M&A