How Winsupply Runs M&A With Just Four People
M&A Science
Most buyers flood sellers with requests, ask for rollover equity, and push the target onto their ERP fast. Greg Holbrock, VP of M&A at Winsupply, a Dayton, Ohio distributor with 680+ locally owned wholesalers and about $9B in annual sales, skips all three. He runs M&A with a core team of four, has worked on 20+ deals, and says over 80% meet or beat expectations. His test is simple: if the deal can't work for the local owners, it isn't a deal. His approach starts with trust. He explains why each diligence request matters, gets approval to sign before he sits down, and listens hard for...
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M&A's Sales Diligence Blind Spot: What 5 CRO Tours Taught John McMahon
M&A Science
Most buyers diligence a sales org by ranking the reps and cutting the bottom of the list. But if you ask John McMahon, that’s usually the wrong target. In most cases, the problem is the manager. John should know, because he’s seen both sides of a sales integration. Cisco bought GeoTel, scattered its 50-rep software team across a router sales force, and lost nearly all of them. BMC bought BladeLogic, put John in charge of all of BMC sales, and took average rep productivity from $1.17 million to $2.23 million in a year. In this conversation, John tells Kison how to read a sales org before...
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Strategy Drives M&A, Not the Other Way Around
M&A Science
Most corp dev teams let the banker inbox set the agenda. Michael Guptan, who has led or contributed to 120+ transactions worth over $100B across Dell, Walmart, DXC, and now The Trade Desk (NASDAQ: TTD), says that’s backward. Strategy drives M&A. His approach starts long before a deal. Define where the company needs to be in three to five years, find the gaps, then build relationships with likely targets 12 to 18 months before any deal talk, so culture is clear before the LOI. Michael and Kison cover: The red flags that signal a culture mismatch When to buy instead of build (time to...
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How to Get to Yes
M&A Science
Most people assume the hard part of an M&A deal is getting the contract signed. However, Meg Cavanaugh, SVP of Legal at Commvault (NASDAQ: CVLT), has spent her career proving otherwise. Meg worked in-house at three public companies, closing acquisitions almost every week during her six years at Carbonite before moving to Commvault, where her role spans legal, diligence, and integration. What You'll Learn Draft the LOI in-house before outside counsel sees it. Keep the tone and structure matched to your own deal philosophy, then bring outside counsel in to review rather than build...
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M&A Horror Stories
M&A Science
A partner’s spouse joined a call two weeks from closing. One background check later, a PE deal was dead, along with every dollar spent on diligence and attorney fees. Kison gathered the deal stories practitioners leave out of case studies, with the names removed. Corporate development leaders, attorneys, and advisors share deals that died at the signature line. There’s also a roughly $1 billion divestiture that was unwound after a withheld forecast surfaced the morning after the wire. And a losing bidder bought the same company back 18 months later for about 80% less. The pattern across...
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The Vendor Trap That Derails Carve-Outs
M&A Science
Days before closing a carve-out, Danielle Fortier's team found the seller's vendor list was off by dozens of vendors. Danielle, a partner at Cooley with four corporate carve-outs closed this year, explains why: back-office vendors are shared across every business line, and deal leads rarely focus on them early. Her roadmap maps every entanglement, checks it against what the buyer already has, and sends only true gaps to the TSA. Cloud hosting, finance and IT security are the usual traps. Settle TSA length and pricing in the LOI. She has seen sellers assume three months while buyers assumed 18....
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How to Build Trust and Leverage in M&A
M&A Science
"Never use the word 'trust me.' It's those people you can't trust." Jerry Cedicci, Kison Patel's boss from twenty years ago, built hundreds of millions of dollars in real estate, cafes, hotels, and restaurants. This is his playbook. For Jerry, trust is structural. Ask to run the business you're buying, let the seller fire you anytime, and hand them every card so they can't lose. He pushes the other side to name a price first so he never negotiates against himself, and he'll pay full price when the seller finances it. Then Kison raises a competitor he wants to buy that won't share financials....
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The Man Who Taught Kison Patel to See M&A Opportunities
M&A Science
"At the closing table, I left with a check of $10 million." Jerry Cedicci bought a run-down Chicago hotel for $14 million and sold it for $24 million within a year. Jerry grew up in a French orphanage and arrived in the US in 1981 barely speaking English. Kison Patel hunted properties with Jerry about 20 years ago and learned much of his dealmaking from him. When a bank rejected Jerry's loan, he asked exactly why and got $3 million from the next bank. A landlord warned that the average bakery does $450 a day. Jerry's first did $1,500 on day one, and he wrote a $10 million option to buy the...
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Why PE Rollups Fail the People Who Built the Business
M&A Science
A $100 million preferred equity check with a 15% compounding floor needs $200 million back in five years, and all of it sits ahead of the producers holding common equity. Bill Johnson grew Liberty to $250 million in revenue in seven and a half years without taking on any equity. He explains why Liberty sits out auctions and how Goldman's preferred position in the Newfront sale to Willis crammed down common shareholders. He breaks down a pro forma move PE firms accept: cut an owner's $600,000 pay to a $150,000 salary, then ask for a 10 or 11 multiple on the difference. And he owns Liberty's...
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Why M&A Integration Fails Without Leadership Enablement
M&A Science
One acquired CEO slowed his own deal by a month or two to lock down customer commitments and build relationships with buyer leadership. At announcement, employees clapped. Kim Jones has spent over a decade as an HR deal lead at large tech companies, from single-employee acqui-hires to acquisitions bringing in thousands. The deals that integrated smoothly, she says, were the ones where leaders on both sides were enabled early. Process gets compliance. Trust gets advocacy. Kim explains how closing fast without a plan creates integration debt, why "you'll run independent" needs a shared...
info_outlineRodrigo Dominguez Sotomayor, Partner at White & Case LLP
A billion-dollar deal died a week before signing over 40% versus 42%. A private equity fund retraded valuation after months of negotiation, and the two brothers who owned the company walked away.
Rodrigo Dominguez of White & Case LLP explains what changes when U.S. buyers do deals in Latin America. Antitrust is a consent regime, so closing can wait three to nine months for approval. With no at-will employment, post-close severance has to be modeled from the outset.
Title diligence runs through notaries and chains of title going back 100 years or more. Rodrigo also shares his six or seven hours with a union leader in Juárez, and why showing up to a LatAm auction without reps and warranties insurance is now a disadvantage.
Rodrigo’s description of title review, working through old surveys and historical deeds for a pipeline spanning hundreds of miles, is the document-heavy diligence DealRoom was built for. DealRoom Diligence puts requests, the data room, and AI document analysis in one place, and can reduce document analysis time by up to 80%. See how it works: click here.