How Experienced Buyers Actually Make M&A Work with Carlos Cesta
Release Date: 01/26/2026
How M&A Turns a Chemical Company Into a Tech Business
M&A Science
Chandradev Mehta, SVP Strategy and Business Development at Hexion Inc., breaks down how a commodity chemical company uses M&A to transform into a technology-enabled, chemistry-as-a-service business. He covers the acquisition of an AI and MarTech company, the build vs. buy vs. partner decision framework, integration planning discipline, banker selection, small deal execution, and JV governance. What You'll Learn How to build a genuine build vs. buy vs. partner framework and when each is right Why buying a commercialized or near-commercialized business changes your risk profile in...
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CPG Exit Strategy: How to Build a Consumer Brand Strategics Will Acquire | Keith Levy Part 2
M&A Science
Most consumer brand founders think about exit as an event. Keith Levy thinks about it as a design requirement. In the second of two episodes, Keith walks through what exit-ready actually looks like in CPG: the revenue and EBITDA thresholds that matter, why you have to get beyond the corp dev team to the operators who actually need what you're building, how capital gets wasted at every stage of a brand's lifecycle, and what the investments that produce exits have in common versus the ones that don't. If you missed the first episode, it covers Keith's five-pillar CPG diligence framework and the...
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CPG Due Diligence: The Operator Framework Behind a $1B Exit | Keith Levy Part 1
M&A Science
Keith Levy backed an exit of just under $1B and a $400M exit using the same five-pillar framework, and he starts with the founder every time. Finance comes last. As Operating Partner at Sonoma Brands Capital, Keith has spent six years evaluating consumer brands across food, beverage, pet food, snacks, and cosmetics. Before that he was CMO at Anheuser-Busch through the $52B InBev deal, president of Royal Canin USA for Mars, and the strategic acquirer who led the Kind acquisition at Mars Wrigley. He knows what the data room doesn't show you, and this conversation is built around that gap....
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400 Acquisitions and a Failed Process: What Happens When You Don't Integrate
M&A Science
Roll-up platforms that skipped real integration are getting exposed when they go to market. Buyers want proof of organic growth, clean data, and a platform that actually functions as one. A lot of processes are breaking down because those proof points aren't there. Matt James co-founded Oakbridge Insurance in 2020 and has since closed 60+ acquisitions, integrating 100% from day of close. This conversation covers how he built that system, what went wrong with billion-dollar competitors, and what he would fix first if he walked into a revenue-aggregating roll-up right now. What You'll...
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M&A Roll-Up Playbook: The IRR Framework That Replaced Budgets at Zayo | Dan Caruso (Part 2)
M&A Science
This is Part 2 of our conversation with Dan Caruso, founder and former CEO of Zayo Group. Be sure to start with Part 1. It covers the Zayo thesis, deal sourcing, structure, and the negotiation playbook, whereas this episode picks up at the execution. Part 2 is about the equity value-creation framework Dan built at Zayo, applying the same IRR math PE firms use for their portfolio companies to daily operating decisions. It replaced budgets and tied every compensation decision to a single equation. It ends with the exit and how Dan put together a competing bid after a buyer consortium locked up...
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M&A Roll-Up Playbook: How Zayo Did 45 Acquisitions and Sold for $14B | Dan Caruso (Part 1)
M&A Science
Dan Caruso built Zayo from a startup into a $14B+ bandwidth infrastructure platform through 45 acquisitions. In Part 1, he walks through the full buyer-led playbook: how the thesis was built on a contrarian bet that everyone else got wrong, how proprietary deals were sourced through early relationship-building, and why fast integration wasn't a reputation problem — it was a competitive advantage. He also breaks down the metric trap most roll-up operators fall into: mistaking EBITDA growth for true value creation. If your board is tracking acquisitions individually or your deal...
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Cross-Border M&A: Doing Deals in Latin America
M&A Science
Most US buyers approach Latin America M&A the same way they do a domestic deal — optimize the process, close fast, move on. That approach gets deals killed. Rodrigo Dominguez Sotomayor, Partner at White & Case LLP, has spent 25 years closing transactions across every major Latin America market. In this episode, he walks through what actually determines outcomes: antitrust consent timelines, labor regimes that make post-close restructuring expensive, and the relationship dynamics that can unwind a billion-dollar deal a week before signing. What You’ll Learn In This Episode: ...
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Partnering Before Purchasing: How Booz Allen Wins Proprietary Deals Early
M&A Science
Booz Allen Hamilton didn't build one of the most active acquisition programs in federal tech by waiting for banker inbounds. They built it by showing up years before anyone else. Chrissy Cox has built Booz Allen's corporate development function from scratch and done it twice. Her team was named Deal Team of the Year by the Association for Corporate Growth, and under her leadership, roughly 80% of their acquisitions come from companies they already have a relationship with. That's not luck, it's a system. In this episode, she breaks down exactly how that system works — from pipeline...
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Cultural Fit Over EBITDA: How Salas O'Brien Built a 30-Merger Program Without a Single Failure
M&A Science
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...
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Cross-Border M&A: How to Do Deals in Italy with Mauro Sambati and Donato Romano
M&A Science
Italy remains one of Europe’s most attractive markets for foreign investment. But cross-border deals in Italy are shaped by regulatory scrutiny, strict labor laws, and unique cultural dynamics that many investors underestimate. In this episode, Mauro Sambati and Donato Romano, Partners at Gianni & Origoni, explain what it truly takes to structure and close successful transactions in Italy. What You’ll Learn in This Episode Why Golden Power must be structured as a condition precedent before closing How strict Italian labor laws impact asset deals and post-closing restructuring...
info_outlineCarlos Cesta, Partner at Makanta Services
M&A isn’t just about closing deals, it’s about making the deal actually work.
Carlos Cesta, 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 as a series of decisions that constantly reshape one another.
Carlos shares why strategy is as much about what not to pursue, and he also explains why one-size-fits-all deal templates fail, how earnouts are often misused, and what experienced buyers do differently to protect value after closing.
Things You'll Learn:
- Why M&A strategy also means defining what you WON’T buy
- The deal spiral model experienced buyers use
- How to start integration planning before LOI
- How to structure earnouts that actually work
- Using deal structure earnouts as a risk management tool
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Episode Chapters
[00:03:34] Carlos Cesta Background – 30 years in corporate development across Verizon, Dentsu, Presidio, and NP Digital with 125+ deals executed.
[00:05:27] Standing Up M&A from Zero – What it really takes to build an M&A function when no corporate development muscle exists.
[00:09:32] Strategy Before Transactions – Why defining what NOT to buy is more important than chasing opportunistic deals.
[00:11:05] Programmatic M&A Through Cycles – How repeatable, strategy-led M&A creates value across economic and technology shifts.
[00:14:21] Blending Venture and M&A Thinking – Using VC-style investments to manage disruption and future-proof acquisition strategy.
[00:17:23] The Deal Spiral Framework – Why deal structure, diligence, and integration must evolve together, not linearly.
[00:21:57] Designing the End State First – Starting with culture, leadership, and go-to-market alignment before signing an LOI.
[00:30:21] Creative Earnout Engineering – Structuring earnouts to de-risk deals while aligning seller incentives.
[00:36:39] Optimizing for Outcome, Not Closing – Why long-term performance matters more than deal certainty or headline price.
[00:59:14] Craziest M&A Story – A cautionary tale about diligence failures involving a meth lab explosion.
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