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...
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The Seller’s Power Shift: How to Defend Valuation After the LOI
M&A Science
Twenty-four hours before diligence expired, the buyer's board came back and cut the offer by almost 50%. Praveen Ghanta bootstrapped HiddenLevers to over $8M ARR at 52% EBITDA and signed an LOI at 16x ARR. Then a $2M enterprise contract with TD slipped, and the private equity owners behind the buyer, Orion, took an ax to the price. Praveen walks through three rounds of renegotiation, setting a walkaway number, and landing around $130M with a small earn-out. He also covers what to define in the LOI before exclusivity, how he cut a $600K sales tax claim to about $100K line by line, and an...
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The Discount Is the Wrong Question in Private Equity Secondaries
M&A Science
Everyone asks the same first question in a secondaries deal: what’s the discount. Richard Chow, a partner at PJT Partners who has sat on every side of this market as an LP, a buyer, a portfolio manager at Abu Dhabi’s sovereign wealth fund, and now an advisor, says that question misses the point. Chow traces how secondary market volume grew from roughly $10 billion a year in the early 2000s to more than $250 billion today, and lays out what a buyer should actually underwrite instead: the buyer’s own cost of capital, how much upside is left in the asset, and where the proceeds go next. He...
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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...
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Where AI Actually Helps and Fails in M&A Legal Work
M&A Science
Aaron walks Kison Patel through where AI earns its keep in M&A legal work. It drafts well on a single provision, struggles with a full 80-page markup, catches defined-term errors, and benchmarks a repeat client's past deals. Its issues lists overreach, flagging who serves as independent accountant. He shares his reverse prompt ("Is there anything else I can tell you?"), how Cooley handles clients who opt out of AI, and why diligence can now cover all 10,000 contracts instead of the top 100. Bottom line: AI owns nothing. The lawyer owns the result. AI can pull change of control language...
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The Back-Office Surprises Nobody Warned You About When Going Global
M&A Science
Due diligence said the target’s employees were fluent in English. Six months after close, Jennifer Lipschultz was approving funding for business English classes. Lipschultz, Senior Director of M&A Integration and Corporate Project Management at ECI Software Solutions, has run integration on 20-plus acquisitions across the Netherlands, Germany, India, and Sweden. She covers the back-office surprises standard diligence misses: English proficiency that doesn’t carry over between acquisitions in the same country, a German go-live that required translating the website, support portal, and...
info_outlineA $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 mistake. After growing too fast, Liberty paused M&A in 2023 at about $150 million in revenue to build systems and upgrade leadership.
Liberty's fix was a pre-close integration roadmap, built to integrate each deal within 60 to 90 days. That only holds when diligence and integration plans live in one place. See how Liberty built a single source of M&A truth with DealRoom and recorded $200K cost savings in the first year: read the case study here.