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Founder Exit Strategy: Xavier Gury on M&A Deal Terms vs Valuation

M&A Science

Release Date: 08/18/2025

Integration Focused M&A: Why Execution Should Inform Strategy Before You Sign show art Integration Focused M&A: Why Execution Should Inform Strategy Before You Sign

M&A Science

, M&A Integration Manager at SALESIANER Gruppe Most M&A deals fail because integration was “something to figure out later”. By the time execution realities, cultural risks, and people impacts surface, the deal is locked, and teams must work around untested assumptions. In this episode of the M&A Science podcast, Ciprian Stan, M&A Integration Manager at SALESIANER Gruppe, explains that integration must be a strategic input to increase chances of success.  Things You'll Learn The importance of involving Integration early in the process Pre LOI preparations and...

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How Experienced Buyers Actually Make M&A Work with Carlos Cesta show art How Experienced Buyers Actually Make M&A Work with Carlos Cesta

M&A Science

M&A isn’t just about closing deals, it’s about making the deal actually work.  , M&A advisor and founder of his own boutique advisory practice, spent 30 years on the buy-side at Verizon, Dentsu, Presidio, and NP Digital. He's worked 125+ deals across telecom, advertising, and digital marketing. Now he's flipped to advisory, bringing that buy-side operator mindset to entrepreneurs preparing for exit. In this episode of the M&A Science Podcast, Carlos Cesta, Partner at Makanta Services, breaks down how seasoned buyers really think about M&A. Not as a linear process, but...

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A Founder's Guide to Lean M&A Strategy with Christian Hassold show art A Founder's Guide to Lean M&A Strategy with Christian Hassold

M&A Science

, Senior Vice President of Corporate Development and Strategic Partnerships at Wpromote x Giant Spoon Christian has been on both sides of M&A as a serial founder and corporate development leader. In this episode, Christian shares his hard-earned lessons about culture as the ultimate deal-breaker in M&A. He breaks down the subtle red flags that founders miss when evaluating acquisition targets, explains why he interviews employees before talking to investors, and shares the fascinating story of acquiring a competitor that was shutting down—where culture assessment made all the...

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How Integration Debt, Cultural Friction, and Communication Failures Kill M&A Deals with Donara Jaghinyan show art How Integration Debt, Cultural Friction, and Communication Failures Kill M&A Deals with Donara Jaghinyan

M&A Science

– Transformation and Integration Leader , returns for Part 2 of our conversation on what actually breaks integrations after the deal closes. This episode tackles the messy reality of post-merger execution: integration debt that piles up when long-tail items don't get done, change management as a practical framework (not corporate fluff), and the cultural friction that surfaces in cross-border deals. Donara shares firsthand experiences navigating gender-based hierarchy in Middle Eastern TSA negotiations, building trust across geographies, and managing the communication breakdowns that create...

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Why Integrations Break: TSAs, Carve-Outs, and the Hidden Dependencies That Derail M&A Deals with Donara Jaghinyan show art Why Integrations Break: TSAs, Carve-Outs, and the Hidden Dependencies That Derail M&A Deals with Donara Jaghinyan

M&A Science

– Transformation and Integration Leader joins us to pull back the curtain on why integrations break—and what it actually takes to make them work. With deep experience across healthcare, SaaS, professional services, and financial services in both public and PE-backed environments, Donara has led diligence, post-close integration, TSA execution, and enterprise system implementations. This episode tackles the hard truths about carve-outs, TSA management, day-one readiness, and the cross-functional dependencies that most teams miss until it's too late. If you've ever wondered why integration...

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Building Your M&A Reputation: Why Relationships Beat Transactions Every Time with Andrew Cohen show art Building Your M&A Reputation: Why Relationships Beat Transactions Every Time with Andrew Cohen

M&A Science

Andy Cohen, Vice President of Corporate Development at F5 Andy has built a career that proves M&A is fundamentally about relationships, not just transactions. With 30 years of experience and 60 deals closed across high-growth tech companies including Citrix, Acquia, and F5, Andy has cultivated the kind of reputation where every CEO he's worked with will take his call tomorrow. In this conversation, he reveals why zero-sum thinking kills deals, how to convince people to sell without convincing them to sell, and why walking away on principle matters more than closing at any cost. ...

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My Daughter Interviews Me About M&A | Holiday Special Episode with Shyla Patel show art My Daughter Interviews Me About M&A | Holiday Special Episode with Shyla Patel

M&A Science

In this special father-daughter episode, My daughter interviews me on my new book on Buyer-Led M&A™. We break down the framework built from over 400 practitioner interviews—covering why traditional M&A is flawed, how to shift from reactive auction-chasing to proactive deal sourcing, and why integration planning must begin during diligence. Things you will learn: Why integration planning during diligence (not after) determines deal success How the five pillars of buyer-led M&A transform reactive processes into strategic engines  Why proactive deal sourcing beats bank-led...

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How to Score Culture Fit in M&A with Sharon Van Zeeland show art How to Score Culture Fit in M&A with Sharon Van Zeeland

M&A Science

, Vice President of Strategy and Corporate Development at Rockwell Automation brings a unique engineer's perspective to the softest parts of M&A. In this episode, Sharon reveals how Rockwell developed a systematic scoring system for evaluating culture fit during due diligence—complete with numerical rankings across key dimensions like decision-making authority, adaptability, and mission alignment. She also shares unconventional tactics for getting deals across the finish line, from negotiating hunting rights to sponsoring 4th of July parades, and explains why marrying your diligence...

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M&A Science

, Partner and Co-Head of U.S. at 65 Equity Partners shares how his firm is redefining private equity through non-control investments in founder-led businesses. In this conversation, Leon breaks down why the best companies are never for sale, how immigrant adaptability translates to investing success, and why boring, disciplined deal-making consistently outperforms flashy transactions. He also walks through his framework for negotiating term sheets and building relationships that span years before cutting checks north of $200 million. Things You'll Learn Why non-control "partnership capital"...

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Integration Starts with Hiring, Not the Deal with Brandon Batt show art Integration Starts with Hiring, Not the Deal with Brandon Batt

M&A Science

– Chief People and Transformation Officer at Quadient joins us to discuss how successful M&A integration starts long before you sign an LOI. Brandon shares how Quadient built M&A capability across the organization through strategic hiring, created a transformation office that breaks down traditional silos, and executed portfolio transformation through dozens of acquisitions and divestitures. Learn why the secret to integration success isn't just about playbooks—it's about building M&A muscle into your team from day one. Things You'll Learn Why hiring for M&A experience...

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More Episodes

Xavier Gury, Founding Partner at Wind

Xavier Gury, founding partner at Wind venture capital firm, brings a unique triple perspective to M&A: serial entrepreneur, acquisition target, and now investor. In this episode, Xavier unpacks the critical lessons from his three successful exits, including one transformative deal with Publicis, where he structured a performance-based earnout that prioritized terms over upfront valuation.

The conversation reveals why 90% of the deal value came through earnout performance, how to align teams during integration, and the strategic mistakes buyers make when acquiring founder-led companies. M&A professionals will learn practical frameworks for structuring deals that actually work post-close.

Things You'll Learn

  • Why deal terms matter more than valuation – and how Xavier structured an earnout where only 10% was paid upfront
  • The "yin yang" principle for balanced M&A deals that create value for both buyer and seller
  • How to incentivize key employees during earnout periods to ensure alignment and execution success

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Today’s episode of the M&A Science Podcast is brought to you by Grata!

Grata is the leading private market dealmaking platform. With its best-in-class AI workflows and investment-grade data, Grata helps investors, advisors, and strategic acquirers effortlessly discover, research, and connect with potential targets — all in one sleek, user-friendly interface.

Visit grata.com to learn more.

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Episode Chapters

[00:02:00] Xavier's unconventional path from teaching AltaVista to founding startups

[00:08:30] How a 10-person company acquired a 100-person competitor during market consolidation

[00:14:00] Timing the Publicis Exit – Why selling to the "worst" digital player created the biggest value creation opportunity

[00:18:00] How market timing generated 5x vs 12x EBITDA multiples from different buyer types

[00:21:30] Breaking down the deal where upfront payment was only 10% of total value

[00:26:00] The equity strategy that made earnout management effortless

[00:31:00] The Yin Yang M&A Principle – Why balanced deals create 1+1=3 value instead of destroying it

[00:38:00] How VCs navigate the schizophrenic nature of investment lifecycle

[00:43:00] Terms vs Valuation Deep Dive

[00:47:00] The $50 Billion Mistake 


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