M&A Science

400+ deal leaders, on the record, about what worked and didn't. Hosted by Kison Patel, Founder and CEO of M&A Science and author of Buyer-Led M&A™, each episode takes you inside real deals with the operators who ran them: strategy, sourcing, diligence, execution, integration, divestitures, and value capture. What worked, what broke, and what they'd do differently. New releases every week. Every playbook, template, and framework discussed on the show lives at mascience.com. Get them, plus access to the private practitioner community, through the M&A Science Membership: www.mascience.com/membership

The Vendor Trap That Derails Carve-Outs 10/08/2026

The Vendor Trap That Derails Carve-Outs Danielle Fortier, partner at Cooley, has closed four corporate carve-outs this year, while most M&A lawyers have been lucky to see one. So, what blows up the timeline and budget almost every time? The vendor contracts nobody mapped out before the LOI. In this episode, Danielle walks through why vendor relationships (the boring back-office stuff like cloud hosting and finance systems) are the piece buyers most often underprice. She also explains why she pushes clients to set TSA pricing and duration expectations before signing, rather than discovering a three-month-versus-eighteen-month gap mid-negotiation. And you don’t want to miss her breakdown of why the biggest mistake isn't a missed contract; it's leaning on the TSA as a catch-all fix instead of standing up independent operations as fast as possible. She closes with why AI has made source code a lot less sensitive to disentangle than it used to be, and a story about a carve-out that was still finding fifty missing vendors days before closing. What you'll learn Map vendor entanglement before the LOI, not after. Cloud hosting, finance systems, and IT security are usually shared across the whole seller organization, and they're the hardest pieces to pull apart cleanly. Set TSA duration and pricing expectations at the LOI stage. A seller assuming three months and a buyer assuming eighteen is a gap that derails negotiations if it surfaces late. Don't treat the TSA as a catch-all fix. Every gap that defaults to the TSA schedule creates a dependency on the seller's team months after closing, so build independent vendor relationships wherever you can instead. Identify employee gaps two to three months before closing, not the week before. Early identification gives the buyer time to hire or reshuffle internally instead of scrambling under a TSA. Drop the materiality threshold on carve-out diligence. A sub-$200,000 software license can still be the thing that breaks day-one operations, even if it would never show up on a standalone deal's materiality radar. Price in roughly 2x the legal spend of a standalone deal. Carve-outs require far more contract-by-contract untangling, and clients are often surprised by the delta. Treat AI's effect on code sensitivity as a genuine shift. Source code disentanglement has gotten easier because fewer sellers treat it as their core IP anymore. --- Turn what you heard into a repeatable M&A practice. Explore the for practical frameworks, tools, and decision-making habits you can apply on your next deal. /episode/index/show/dealroom/id/43214428

How to Build Trust and Leverage in M&A 10/01/2026

How to Build Trust and Leverage in M&A Jerry Cedicci never says, “trust me.” He builds trust, then lets the deal speak for itself. This is Part 2 of Kison's conversation with Jerry, The mentor who started with a French bakery and went on to build hundreds of millions in real estate across Chicago and Los Angeles. Part 1 told the story. Part 2 is the playbook: How Jerry gets a seller to hand over a business with no down payment Why he never puts the first number on the table, and Why the phrase "trust me" is the fastest way to lose his Near the end, Kison brings Jerry a live deal: a competitor he's looking to acquire who won't share financials. Jerry works through it in real time, including what to ask for instead of the numbers, how to set a ceiling before you negotiate, and the exact offer he'd make. What you'll learn Remove the seller's downside before you ask for trust. Jerry structured his earliest deals so the seller kept all the leverage and could walk away anytime. He earned trust by giving it up first, not by asking for it. Never say "trust me." Jerry treats those two words as a warning sign. He'd rather let his track record and what other people say about him do the talking. Put a number on your ceiling before you negotiate. When Kison brought him a live acquisition target, Jerry's first question wasn't the asking price. It was Kison's own walk-away number and the value he thought he could create. Ask for the metric a target will actually hand over. When a competitor won't open their books, skip the financials fight. Ask for client count instead, then work backward from what those clients are worth. Treat a lender's "no" as a checklist, not a verdict. Jerry's response to every loan rejection was the same question: what exactly made you say no? Fix those things, then go to the next banker. Separate opportunities from deals. Jerry only calls something a deal once it's closed. Everything before that is an opportunity he has to seize fast, not overthink. Build at the high end so you stop competing on price. Jerry's rule on margin: build something nobody else can match, and you're no longer negotiating against 500 other bidders. --- Turn what you heard into a repeatable M&A practice. Explore the for practical frameworks, tools, and decision-making habits you can apply on your next deal. /episode/index/show/dealroom/id/43097923

The Man Who Taught Kison Patel to See M&A Opportunities 09/24/2026

The Man Who Taught Kison Patel to See M&A Opportunities Twenty years before M&A Science existed, Kison Patel learned how to spot a deal from a real estate developer named Jerry Cedicci. This episode tells Jerry's story: orphaned in France at age 7, he arrived in Chicago in 1981, speaking no English. He would go on to turn a French bakery counter into a real estate portfolio worth hundreds of millions of dollars. Jerry opened his first Café Croissant on Walton Street in Chicago with a baker he'd hired sight unseen. What he lacked in market research, he more than made up for with conviction. The store did $1,500 on day one against a $450 target, then $60,000 in its first month. He used that cash flow to negotiate an option to buy his landlord's building and, ten years later, closed on it for $10 million. From there, Jerry moved fully into real estate: rehabbing a derelict meatpacking building into condos, buying a struggling nightclub through his accountant, and converting a single-room-occupancy hotel into a five-star property he sold for $24 million. What you'll learn Build conviction before you have proof. Jerry opened his first bakery with no market research and no baker, just a read on the neighborhood and a willingness to bet on it. Turn early cash flow into structural rights, not just better terms. He used his bakery's daily revenue to negotiate a 10-year option to buy his landlord's building outright, thinking well beyond lower rent. Buy the operator and the asset separately. When Jerry wanted a meatpacking building, he priced the business and the real estate as two separate offers and kept the owner on the payroll for six months to protect the operation while he refinanced. Get a rejected loan explained line by line. After a bank turned him down, Jerry asked exactly why, then rebuilt his pitch for the next lender (and got the loan). Scout a one-mile radius around your best location. He used a one-mile radius around his top-performing bakery to find the derelict building that became his first ground-up development project. Negotiate the deal you want, not the one on offer. A landlord's refusal became a lease with better terms and an option to buy the building for a fraction of its appraised value. --- Turn what you heard into a repeatable M&A practice. Explore the for practical frameworks, tools, and decision-making habits you can apply on your next deal. /episode/index/show/dealroom/id/42980243

Why PE Rollups Fail the People Who Built the Business 09/17/2026

Why M&A Integration Fails Without Leadership Enablement 09/10/2026

The Seller’s Power Shift: How to Defend Valuation After the LOI 09/03/2026

The Seller’s Power Shift: How to Defend Valuation After the LOI 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 What should be defined before entering exclusivity How to think about your walkaway number What diligence feels like from the seller’s side Where buyers can unintentionally destroy what made an acquisition valuable What Praveen would do differently after going through the process himself When diligence changes the deal, the hardest question is knowing what to defend and what to give up. , has the deal frameworks and negotiation playbooks practitioners have used to make that call themselves. ____________________ This episode of M&A Science is presented by DealRoom. 51% of corp dev teams are already using AI in their deals. We surveyed 230+ practitioners on where AI is showing up across sourcing, diligence, integration, and internal workflows, what's working, what's holding teams back, and where the biggest opportunity is over the next 12 to 24 months. Grab your free copy of the full report: ____________________ Episode Chapters [00:00] Intro [03:04] Two Decades of Bootstrapped Exits [04:07] Lesson From an Early Failure [07:38] Building Hidden Levers From Scratch [14:49] The Road to Ten Million ARR [18:48] Picking a Banker Without a Bake-off [22:43] When the Anchor Deal Collapsed [34:41] Power Shifts After the LOI [36:46] Strategic Buyers Beat Private Equity [32:05] How IRR Misleads Retail Investors [35:03] Why Secondaries Data Can't Be Trusted [40:07] What Belongs in the LOI [43:04] The Sales Tax Surprise [47:03] Two Diligence Teams, One Model [48:21] Integration Wins and Losses [50:15] What the Buyer Should Have Done [53:16] Staying Sane Through Renegotiation /episode/index/show/dealroom/id/42728505

The Discount Is the Wrong Question in Private Equity Secondaries 08/27/2026

How to Finance Acquisitions Without Giving Up Equity 08/20/2026

How to Finance Acquisitions Without Giving Up Equity 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 Carlyle, and the discipline that has allowed the company to keep acquiring across changing markets. What You'll Learn How Bill Stone kept 15% of SS&C through 100 acquisitions The exact revenue-per-head and EBITDA thresholds SS&C screens for Why strategic buyers almost always outbid private equity How to tell a motivated seller from one just fishing for a premium When rollover equity can help retain the management team How Carlyle overruled Stone's own unanimous board vote The one rule that makes Stone walk from a deal every time Every financing decision changes what you can do on the next deal. If you're financing an acquisition and don't have a hard leverage ceiling you actually stick to, , has the deal guidance layer to help you set one before you're over-levered on the next deal. ____________________ This episode of M&A Science is presented by DealRoom. DealRoom is the AI-powered operating system for Buyer-Led M&A™ — one connected system for pipeline, diligence, integration, and reporting. No tool-switching, no manual updates, no data gaps. See how it works: ____________________ Episode Chapters [00:00] Intro and Guest Bio Check [04:27] Protecting Ownership From Bankers [07:32] Pivoting to the Buy Side [12:12] Cutting a Client's Cost 91% [12:32] Technology Cycles From Excel to AI [15:14] First Acquisition and Going Public [16:26] Balancing Investors and Founder Control [20:08] The Carlyle Take-Private Story [27:23] Screening Deals and Cutting Costs Fast [32:02] Reading a Seller's True Motivation [35:29] Winning FMC Under Canadian Rules [42:10] Beating TPG for GlobeOp [45:22] The Leverage Ceiling and Debt Paydown [49:06] Topping Vista for Blue Prism [53:17] Walking Away From a Lying Seller [54:23] Diligence Speed and Trust But Verify [54:58] Valuations and Capital Abundance /episode/index/show/dealroom/id/42496280

Where AI Actually Helps and Fails in M&A Legal Work 08/13/2026

The Back-Office Surprises Nobody Warned You About When Going Global 08/06/2026

The Back-Office Surprises Nobody Warned You About When Going Global 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 Solutions, a PE-backed SMB software company operating in 80 countries. If your next acquisition involves operating somewhere new, this is the walkthrough to have ready before you find yourself improvising in real time. What You'll Learn Why a legal entity change can freeze a company out of its own bank account How Swedish per diem rules can turn expense reimbursements into taxable income What actually goes into a change engagement session, and why managers get briefed first How one go-live day can trigger a five-system language rollout Why fluency in one acquisition doesn't guarantee the next What belongs on a pre-close global integration checklist If you're dealing with a cross-border acquisition where the back office keeps breaking in ways diligence never caught, powered by M&A Science, has integration playbooks pulled from practitioners running 20-plus deals, to help you build your pre-close checklist before the surprises hit instead of after. ____________________ The Buyer-Led M&A™ Summit is back August 18th, free and virtual. We're releasing the State of AI in M&A 2026 report live at the event before it goes public. Benchmark your program, hear from practitioners across the industry, and leave with a clearer picture of where dealmaking is headed. Register here: ____________________ Episode Chapters [00:00] Introduction and Guest Background [03:05] From Engineering to Global Integration [06:20] What Full Absorption Really Means [08:17] The Pre-Close Integration Playbook [13:41] What Breaks First Abroad [15:49] When English Fluency Is Assumed [20:21] A Same-Day Language Rollout [22:07] Locked Out of a Bank Account [24:35] Sweden's Expense Reporting Maze [27:59] Harmonizing Benefits Across Borders [34:09] Running a Change Engagement Session [42:30] Earning Trust With Senior Leadership [44:19] Finding Risk in the Data Room [46:36] A Pre-Close Global Checklist [48:56] Lessons From Walking the Floor /episode/index/show/dealroom/id/42342985

How to Structure an Acquihire Deal in the AI Talent Race 07/29/2026

How to Structure an Acquihire Deal in the AI Talent Race 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 sale, and a sign and release What acquirers are actually diligencing when the product isn't the point Why a non-solicit clause outweighs a non-compete in California How a 100 percent revest changes the conversation with a founder Where HR becomes the bottleneck between LOI and close If you're structuring retention for a talent-driven acquisition, , has the deal guidance layer to help you get the revesting schedule and non-solicit right before you sign. ____________________ This episode of M&A Science is presented by DealRoom. The Buyer-Led M&A™ Summit is back. August 18th, free and virtual. We're releasing the State of AI in M&A 2026 report live at the event before it goes public. Benchmark your program, hear from practitioners across the industry, and leave with a clearer picture of where dealmaking is headed. . ____________________ Episode Chapters [00:00] Introduction [00:03:03] From New York to Silicon Valley [00:11:58] Why Acquihire Prices Exploded [00:15:19] Defining an Acquihire Deal [00:25:20] Winding Down the Acquihire Business [00:31:35] Acquihire Due Diligence on Talent [00:34:10] Why Not Just Poach Talent [00:38:34] RSUs, Revesting, and Rollover Equity [00:46:37] Valuing the Biggest Acquihire Deals [00:47:35] An Acquihire Deal Timeline [00:56:22] The Craziest Deal in M&A /episode/index/show/dealroom/id/42259890

What Buyers Want from Bankers and Founders 07/23/2026

What Buyers Want from Bankers and Founders 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 research a buyer's strategy and priorities using only public information What a realistic projection signals to a corp dev leader versus what a hockey stick signals How to apply Buyer-Led M&A™ thinking from the sell side If you're advising on deals and want a framework for how buyers actually evaluate fit, , has Buyer-Led M&A™ frameworks to help you pitch into the buyer's strategy instead of handing them a data sheet. ____________________ This episode of M&A Science is presented by DealRoom. DealRoom just launched the only MCP server built for Buyer-Led M&A™ — so your AI and your deal data finally work together. Connect Claude, ChatGPT, or Copilot directly to DealRoom and let your AI read your pipeline, analyze due diligence documents, and automatically write findings back. See for yourself: ____________________ Episode Chapters [00:00] Introduction [07:12] Why Inbound Deals Rarely Fit [09:40] Rationalization Over Strategy [10:01] The Inbound Problem Is Not Just About Bankers [15:43] When a Bank Actually Does the Work [18:12] The Banker's Incentive Problem [20:51] How to Actually Land the Pitch [22:12] Cash Flow and Finance Partnership [24:53] First-Hand Research on the Buyer [29:42] How Detailed to Get on Value Creation [34:30] What a Misaligned Banker Actually Costs You [37:50] Cold Outreach vs. Warm Relationships [40:45] Moves That Accelerate Trust [43:07] Applying Buyer-Led M&A on the Sell Side [42:48] The Year One Mistake That Bit Us [46:12] Assessing Culture Fit Before Close /episode/index/show/dealroom/id/42191330

220 Deals. One Playbook. How to Scale M&A Without Losing Control 07/16/2026

220 Deals. One Playbook. How to Scale M&A Without Losing Control 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 dev roles in a lean M&A team How to build a closing-week SWAT team and keep finance aligned on timing Why qualitative diligence feeds directly into your forecast and purchase price The pre-close vs. post-close integration framework Why roll-ups that confuse acquisition with strategy fail What Shawn got wrong in year one and how it shaped every program since If you're scaling a deal function and want the operating framework behind Shawn's approach, DealPilot, powered by M&A Science, has the , built from 400+ practitioner interviews into a framework you can actually run. ____________________ This episode of M&A Science is presented by DealRoom. DealRoom just automated Pipeline Management with AI so you can spend less time updating deals, and more time working them. Automatically push deal context from Outlook to DealRoom Pipeline and use AI to keep deal target data and tasks updated, so follow-ups never slip through the cracks. No manual logging. No stale pipeline data. See for yourself: ____________________ Episode Chapters [00:00] Intro [03:33] From Biochemistry to 220 Acquisitions [06:02] The Operating Model for Serial Acquisitions [09:40] Hiring: Biz Dev vs. Corp Dev [13:03] Staffing as Deal Volume Scales [15:08] What a Playbook Actually Is [18:43] Managing Ebbs and Flows in Deal Volume [22:12] Cash Flow and Finance Partnership [23:44] The Underestimated Side of Diligence [27:25] Key Person Risk and Pre-Close Retention [31:41] Post-Close Monitoring and the First 90 Days [35:17] Pre- vs. Post-Close Integration Priorities [37:53] What Roll-Ups Mistake for Strategy [39:21] Integration as the Conversion Engine [42:48] The Year One Mistake That Bit Us [44:12] When Deals Get Strange /episode/index/show/dealroom/id/42109245

How to Build a Deal Model That Beats PE on Price 07/09/2026

How to Build a Deal Model That Beats PE on Price 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? How do you win a competitive process against PE without the highest headline number? When a seller restricts access during the announce-to-close window, how do you decide whether to escalate or walk? And how do you handle a workforce that expected an IPO and got an acquisition instead? Jeremy answers each one. What You'll Learn Building a pre-LOI cost optimization model on what you can actually execute How to use existing infrastructure to outbid PE on price Escalating diligence friction before it kills a deal Why a no-retrade commitment builds trust with sellers Structuring retention pools when a target's IPO falls through What target profile actually fits a disciplined buyer Why private valuations haven't caught up to public markets If you're building deal models before LOI and want a framework for translating those assumptions into an operational plan you can actually execute, , has Buyer-Led M&A™ frameworks to help you close the gap between what you modeled and what you deliver. ____________________ This episode of M&A Science is presented by DealRoom. DealRoom just launched the only MCP server built for Buyer-Led M&A™ — so your AI and your deal data finally work together. Connect Claude, ChatGPT, or Copilot directly to DealRoom and let your AI read your pipeline, analyze due diligence documents, and automatically write findings back. See for yourself: ____________________ Episode Chapters [00:00] Intro [05:07] Why M&A has to be the growth engine [07:36] Deal cadence and financial discipline [09:42] Pipeline strategy and the five-year roadmap [12:46] How the synergy model works before LOI [17:15] The no-retrade commitment [17:48] Chef: beating PE on a competitive deal [24:56] ShareFile: carve-out from Cloud Software Group [28:07] What to look for in a carve-out diligence [33:48] MarkLogic: when the seller restricts access [38:48] When seller motivation becomes an orange flag [40:09] What counts as a material change warranting a retrade [41:12] How public market cycles affect the deal pipeline [48:09] Advice for a first-time acquirer [49:46] The craziest thing in M&A [53:02] Early Warning Signs in Diligence /episode/index/show/dealroom/id/42021155

The People You Lose in M&A: Key Talent Retention Before Close 07/02/2026

The People You Lose in M&A: Key Talent Retention Before Close 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 conversation, if you know what to look for. What You'll Learn The three signals to read in every founder conversation before LOI How the TRUST framework applies across the full deal lifecycle Why retention runs heart, brain, pocket and what breaks when you invert it How to run employee-by-employee diligence without treating people as a cost line Why owning both deal and integration makes business case assumptions honest What one payroll timing issue did to months of trust-building after close If you're managing a post-close retention risk and financial incentives are the only lever you're pulling, , has Buyer-Led M&A™ frameworks to help you build the full retention model. ____________________ This episode of M&A Science is presented by DealRoom. DealRoom is the AI-powered operating system for Buyer-Led M&A™ — one connected system for pipeline, diligence, integration, and reporting. No tool-switching, no manual updates, no data gaps. See how it works: ____________________ Episode Chapters [00:00] Intro [03:05] Engineer Turned Corp Dev Leader [07:45] How to Pick the Right M&A Deals [10:26] What Most Buyers Miss in Deal Criteria [15:44] Getting Founders to the Table [20:18] AI Washing and Valuation Reality [23:09] The TRUST Framework Explained [26:19] When Leadership Alignment Breaks Down [32:03] 3 Tiers of Culture Diligence Before LOI [35:40] The Retention Framework [38:31] Why Money Alone Won't Keep Your Key Talent [41:13] Structuring Retention Plans by Person [43:02] Why the Deal Team Should Stay [49:32] Making Minority Investments Work [51:57] Preserving Culture After Close [53:02] Early Warning Signs in Diligence [53:37] What Breaks First at High Deal Volume [54:02] Walking Away Post-LOI /episode/index/show/dealroom/id/41927520

How to Buy Companies That Aren't Profitable Yet 06/25/2026

How to Buy Companies That Aren't Profitable Yet Venture-backed companies are priced at their future state, not their current revenue. When growth stalls and another fundraising round stops making sense, the gap between VC valuation and what a strategic buyer will pay becomes the hardest conversation in any deal process. Matt Arsenault, VP of Corporate Development & Strategic Alliances at Jamf, has run this play across hundreds of targets. His work starts before the deal does, with the founder relationship, the cap table, and a clear-eyed conversation about risk tolerance that most corp dev teams never have. What You'll Learn Why a $25M offer today can beat a $125M VC exit three years out How AI is shrinking the moat of wrapper-product startups and changing target screening The seven stakeholder groups in any acquisition and why most founders miss them How liquidation preferences and cap table structure change the math behind any offer Why VC relationships matter as much as founder relationships before a deal starts How to structure deals for underwater targets without losing the team What entrepreneurs should know about VC terms before taking their first check If you're working a deal where the founder's VC valuation is the first thing they said and the last thing they'll let go of, , gives you the guidance to close the gap without overpaying. ____________________ This episode of M&A Science is presented by DealRoom. DealRoom just launched the only MCP server built for Buyer-Led M&A™ — so your AI and your deal data finally work together. Connect Claude, ChatGPT, or Copilot directly to DealRoom and let your AI read your pipeline, analyze due diligence documents, and automatically write findings back. See for yourself: ____________________ Episode Chapters [00:01:14] Introduction and Kison's overview [00:03:32] Matt Arsenault's background and path into M&A [00:05:17] How VCs actually value companies: the two major components [00:06:52] Where VC and strategic buyer valuations diverge, and why [00:09:29] The current market for VC-backed acquisition targets [00:10:39] Rule of 40, profitable growth, and what AI is changing [00:25:01] The liquidation preference math: $25M today vs. $125M later [00:31:38] Cap table dynamics, voting power, and co-founder alignment [00:33:10] How to have the valuation conversation with a founder [00:35:35] How to structure deals when a company is underwater [00:36:45] Stakeholder management: severance, retention, and employee equity [00:44:03] Structural tools for bridging valuation gaps [00:49:21] What entrepreneurs should know before taking their first VC check [00:51:03] Due diligence war stories: what a code scan revealed /episode/index/show/dealroom/id/41798950

When Deals Get Weird: Stories You Don't See in the CIM 06/18/2026

When Deals Get Weird: Stories You Don't See in the CIM , , , , , , , and Eight deal professionals share the M&A moments that never make the CIM. A birthday cake in a management presentation that confirmed a culture fit and influenced a bid. A buyer who died before close, forcing a nine-month restart from scratch. Eight years of customer revenue data on a 1980s IBM that management claimed did not exist. A target quietly heading toward Chapter 11 while diligence was underway. Unexpected events mid-deal are not exceptions. They are the deal. How you read them is what separates experienced practitioners from everyone else. What You'll Learn: How cultural signals in a management presentation can influence a bid decision What to do when a buyer dies before close and the sell process has to restart How to find data that management says does not exist Why late-stage valuation surprises from founders are a signal you could have caught earlier How to take a bankrupt target through Chapter 11 and still close the deal Why experienced advisors document every surprise the moment a deal closes If you're running deals and want pattern recognition built from thousands of real M&A situations to back your judgment, , gives you the deal guidance and advisor access to know which surprises you push through and which ones mean walk away. ____________________ This episode of M&A Science is presented by DealRoom. DealRoom just automated Pipeline Management with AI so you can spend less time updating deals, and more time working them. Automatically push deal context from Outlook to DealRoom Pipeline and use AI to keep deal target data and tasks updated, so follow-ups never slip through the cracks. No manual logging. No stale pipeline data. See for yourself: ____________________ Episode Chapters [00:00] Intro [04:11] Birthday cake in the management presentation [07:10] Recruiting bankers from the sell side [09:04] Culture fit as a bid decision factor [10:03] When the buyer dies before close [11:46] Nine-month restart from scratch [17:04] Management says the data does not exist [18:39] Finding Susie and the 1980s IBM [22:25] IP ownership surprise at signing [24:43] Bootstrap founders and commitment signals [27:43] When bankers favor PE over strategics [30:40] 78-year-old seller, a fistfight, and an earn-out [32:25] The 12-year sales cycle [35:23] Teaching a CEO to speak like an investor [43:14] Aviation IPO pulled mid-road show [45:52] Background check kills the deal a week before close [50:03] Forever corporation: how Chugach approaches M&A [54:47] HVAC target heads toward bankruptcy mid-diligence [55:59] Becoming the secured creditor to save the deal /episode/index/show/dealroom/id/41687310

The Real Work Behind the Close: When Judgment Beats the Checklist 06/11/2026

The Real Work Behind the Close: When Judgment Beats the Checklist , , , , and Winning a banker-run auction at 5% under the highest bid. Closing a deal when co-sellers have not spoken in months. Getting through 22 countries of employment complexity with a client who refused to work with EOR providers. Acquiring a Netherlands-based public company and discovering the due diligence documents were in Dutch. These are the problems that no playbook prepares you for. Four corp dev professionals share how they handled them, and what it cost when they got it wrong. What You'll Learn How to win a competitive auction when you’re not the highest bidder What seller conflict at the closing table looks like (and how to get a deal back on track) When an employer of record works in a cross-border carve-out and when it creates permanent establishment risk Why management trust in the buyer can outweigh the highest bid number What a first European acquisition actually costs in compliance, legal, and cultural surprises If you're running deals where the numbers are right but the relationship isn't, or you're in a market you haven't operated in before, connects you with advisors who have closed deals in exactly that situation. ____________________ This episode of M&A Science is presented by DealRoom. DealRoom just launched the only MCP server built for Buyer-Led M&A™ — so your AI and your deal data finally work together. Connect Claude, ChatGPT, or Copilot directly to DealRoom and let your AI read your pipeline, analyze due diligence documents, and automatically write findings back. See for yourself: ____________________ Episode Chapters [00:00] Intro [03:12] Partners who came to blows over valuation [03:37] The closing table walkout [05:47] Every deal craters on Friday [07:54] Why managing emotions is the hardest job after LOI [13:30] A door blows off an Alaska Airlines jet mid-process [16:00] Winning at $15M under the highest bid [18:23] Trust and reputation as deal currency [23:09] The "baby ugly" lesson [25:06] Preempting banker processes [32:14] What EOR is and when it works [33:52] Permanent establishment risk with C-level hires [34:48] CBA compliance across 22 countries [40:38] First European cross-border acquisition [42:38] Dutch documents and data residency surprises [46:20] Why in-person matters more in Europe [50:38] The $100M tax exposure that was not real [55:57] Outro /episode/index/show/dealroom/id/41609295

The Nordic Compounder Playbook: How Jörgen Wigh Runs 85 Companies With 22 HQ Staff and No Integration 06/04/2026

The Nordic Compounder Playbook: How Jörgen Wigh Runs 85 Companies With 22 HQ Staff and No Integration Lagercrantz Group has completed 90+ acquisitions over 20 years and never sold one. CEO Jörgen Wigh runs 85 niche B2B companies under a 22-person headquarters with no integration, no exits, and no value realization targets. This is Part 2 of 2. , while Part 2 is the operating culture. Jörgen gets into how 85 autonomous companies are governed without a matrix structure, why this model exists almost exclusively in the Nordics, what makes a founder walk away from a signed deal twice, why Lagercrantz deliberately targets a 10% failure rate, and what he would do differently starting from scratch today. What You'll Learn How Lagercrantz governs 85 autonomous companies with 22 people at headquarters Why the person who sources the deal always stays on the board post-close Why the Nordic compounder model exists here and almost nowhere else What makes a founder walk away from a signed deal twice What a 10% deal failure rate looks like when it's working as intended Why building this from scratch today takes at least a decade How cross-border deals get done when the legal contracts run 30 pages instead of 300 If you want to know how your team stacks up against the discipline Jörgen described across both episodes, take the . ____________________ This episode of M&A Science is presented by DealRoom. DealRoom just launched the only MCP server built for Buyer-Led M&A™ — so your AI and your deal data finally work together. Connect Claude, ChatGPT, or Copilot directly to DealRoom and let your AI read your pipeline, analyze due diligence documents, and automatically write findings back. See for yourself: ____________________ Episode Chapters [01:14] Introduction and Part 1 recap [03:54] Deal governance: go/no-go process and board sign-off [04:31] No handoffs: why the deal sourcer stays on the board post-close [04:59] HQ structure: 22 people distributed across geographies [07:05] Why so many compounder platforms come from the Nordics [07:23] The cultural reasons: flat hierarchy, financial transparency, equality [09:19] Nordic management style versus US hierarchy [13:53] Cross-border deal friction: SPA length and legal complexity [24:43] Programmatic serial acquirer versus roll-up [25:18] The 100-day plan question: when Lagercrantz uses one and when it doesn't [25:59] The Bergman & Beving spinout ecosystem: six listed companies [26:45] Jörgen's role at Bergman & Beving and how conflicts are managed [29:57] Geographic expansion: Germany, Netherlands, DACH, Northern Italy [31:30] Starting from scratch today: why programmatic takes 10 years [33:01] EPS as the true long-term performance driver, not stock price [33:52] The perpetual ownership model and why it attracts certain sellers [34:17] The founder who backed out twice, patience won the deal [35:36] Failure rate: targeting 10%, what drives deals off course /episode/index/show/dealroom/id/41532590

The Nordic Compounder Playbook: How Lagercrantz Bought 90 Companies and Never Sold One 05/28/2026

The Nordic Compounder Playbook: How Lagercrantz Bought 90 Companies and Never Sold One Jörgen Wigh has been CEO of Lagercrantz Group (STO: LAGR-B) for over 20 years. In that time he completed 90+ acquisitions, built a portfolio of 85 niche B2B companies, and delivered 15 consecutive years of record earnings per share. No capital raises. No forced integration. No exits. The Nordic compounder model has quietly outperformed global markets for decades, and Lagercrantz is one of the longest-running, most disciplined examples of it in operation. In Part 1 of 2, Jörgen walks through the deal model behind that track record. What You'll Learn How Lagercrantz finds companies that are not for sale, and why the first call almost never closes a deal How Jörgen pushes for exclusivity in weeks when most sellers are running a banker-led process The earnout structure Jörgen uses to keep founders motivated for three years after signing What he says when PE shows up at 11x and the seller is tempted to take the bigger check Why founders walk away from more money for legacy preservation, and the conversation that earns it How to close 8 to 12 deals a year without breaking pricing discipline If you are holding pricing discipline against private equity and want to know whether your team would do the same, DealPilot, powered by M&A Science, runs the so you can benchmark deal judgment before the next term sheet. ____________________ This episode of M&A Science is presented by DealRoom. DealRoom just automated Pipeline Management with AI so you can spend less time updating deals, and more time working them. Automatically push deal context from Outlook to DealRoom Pipeline and use AI to keep deal target data and tasks updated, so follow-ups never slip through the cracks. No manual logging. No stale pipeline data. See for yourself at ____________________ Episode Chapters [00:00] Introduction [05:48] Jörgen's path: analyst, McKinsey, and the Bergman & Beving spinout [07:00] Coming back as CEO in 2006 and rebuilding from scratch [09:21] Buy and hold, forever: how the model actually works [11:21] What makes a company worth buying (and what kills it) [12:28] A real deal: helicopter deck safety systems [13:52] Who sells to Lagercrantz, and why [15:44] The only two things Lagercrantz adds: energy and structure [20:17] Finding companies that are not for sale [22:36] When the banker shows up: getting exclusivity early [23:55] Holding the line at 4-8x EBITDA when PE bids 11x [25:09] The legacy preservation pitch that wins without matching price [33:38] Earnouts that keep founders motivated for three years [36:17] Running 85 companies with 22 people at HQ [36:46] The only three functions Lagercrantz centralizes [37:57] The annual MD conference and the peer network behind it [40:13] 8 to 12 deals a year, one a month /episode/index/show/dealroom/id/41449665

M&A Integration Technology: What Actually Works 05/21/2026

M&A Integration Technology: What Actually Works | | | Four integration leaders from Intel, Coursera, Ansys, and UKG debate what integration technology actually delivers versus what creates expensive overhead and where the real value leaks are. Todd Manley, Jim Buckley, Carey Pugh, and Mahesh Ganesan bring decades of deal experience to a conversation with no presentations and no curated answers. What You'll Learn Why the diligence-to-integration handoff keeps failing and what actually fixes it How to evaluate integration technology without getting sold on complexity Where AI is genuinely useful in integration today and where it is not How to right-size your integration effort across multiple simultaneous deals Why knowledge loss is the biggest value leak in M&A and what to do about it How to handle post-close direction shifts when the acquired team changes course Why post-mortems matter and why most integration teams never run them If you're running integration without a clear line between your workstreams and the original deal thesis, has structured integration planning frameworks built on how practitioners at Intel, Microsoft, and UKG actually run it, so you stop rebuilding from scratch every deal. ____________________ This episode is sponsored by DealRoom Get Insights from 100+ M&A Practitioners See where M&A execution is evolving and where the competitive advantages are forming. Compare your approach to what's working for other teams. Download the report: ____________________ Episode Chapters [04:16] Introductions: Todd Manley, Jim Buckley, Carey Pugh, Mahesh Ganesan [07:20] Integration philosophy: look back-to-forward, value drivers, keep it simple [09:16] Culture as the foundation and what "walking the walk" actually means [14:50] What separates teams that execute from teams that don't [17:30] The diligence handoff problem: what gets lost and why [23:56] Where integration technology helps and where it gets in the way [24:39] AI in integration: real use cases vs. early innings [31:02] The single source of truth problem [32:38] Non-tech tools: simplicity as a method (5 slides, 5 bullets, 5 words) [34:23] Audience Q&A: right-sizing diligence across 25 simultaneous deals [40:22] Audience Q&A: managing post-close autonomy flips in integration [43:03] Audience Q&A: sudden integration direction changes from leadership [45:59] Biggest value leaks in M&A integration [48:11] The case for pre-mortems and post-mortems /episode/index/show/dealroom/id/41374960

Partner Before You Buy: The Pre-Acquisition Strategy Corp Dev Teams Skip 05/14/2026

Partner Before You Buy: The Pre-Acquisition Strategy Corp Dev Teams Skip Corp dev teams treat M&A and partnerships as separate tracks, but Tomer Stavitsky looks at them holistically. In this episode, he breaks down the partner-first approach: an acquisition framework for situations where the target isn't ready, the PE owner isn't selling, or your integration capacity isn't there. He walks us through structuring the partnership, keeping the acquisition thesis alive through execution, negotiating and defending a right of first refusal, and managing the three-way stakeholder dynamic without signaling the wrong things at the wrong time. What You'll Learn When partner-first is the right call and when it isn't How to keep the acquisition thesis alive through the partnership execution phase Managing the three-way dynamic between target leadership, the PE owner, and your own organization How to negotiate a right of first refusal and what happens when it gets tested Why teams pull the trigger too early and how to protect the process from internal pressure Applying partner-first to AI-era targets without getting caught in the hype cycle If you're working through a partner-first deal, the M&A Science membership has frameworks and tools built for exactly this kind of situation. Learn more at ____________________ This episode is sponsored by DealRoom DealRoom's Buyer-Led M&A™ Summit is Back! Join me at the summit on May 20, a free virtual event hosted by DealRoom covering AI, pipeline, diligence, and integration across the deal lifecycle. Sessions run 11:30 AM to 1:30 PM ET. . ____________________ Episode Chapters [00:00] Introduction: Tomer Stavitsky's Background and the End-to-End Corp Dev View [08:04] Building or Rebuilding a Corp Dev Function [16:01] What Is the Partner-First Approach and When Does It Apply [21:10] Mapping the Market and Deciding Who Stays on the Watch List [24:13] Managing Multiple Targets Without Over-Committing [27:48] Using Exclusivity as a Strategic and Protective Tool [35:00] Managing the Three-Party Dynamic: Target Leadership, PE Owner, and Your Own Org [37:58] The Real Story: How a Partnership Became an Acquisition (Including the Competitive ROFR Moment) [42:41] The Most Common Mistake in Converting a Partnership to an Acquisition [44:32] Applying Partner-First to AI-Era Targets [49:21] What's the Craziest Thing You've Seen in M&A? /episode/index/show/dealroom/id/41292150

How M&A Turns a Chemical Company Into a Tech Business 05/07/2026

How M&A Turns a Chemical Company Into a Tech Business 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 ways that building from scratch can’t (and never will) How Chandradev structures must-believes to maintain valuation discipline in competitive processes Why integration planning needs to start at IOI, not post-close What separates a banker worth your time from one running a numbers game Why small deals are frequently harder to execute than large ones (and how to protect against organizational deprioritization) How to negotiate JV governance before you need to unwind it ____________________ If you’re building an M&A capability from scratch or trying to get your team aligned on deal fundamentals, the M&A Fundamentals Track on DealPilot covers the full deal life cycle in roughly five hours, including vocabulary, process, and both sides of the table. Access it when you ____________________ This episode is sponsored by DealRoom DealRoom's Buyer-Led M&A™ Summit is Back! Join me at the summit on May 20, a free virtual event hosted by DealRoom covering AI, pipeline, diligence, and integration across the deal lifecycle. Sessions run 11:30 AM to 1:30 PM ET. Register here: ____________________ Episode Chapters [00:00] Introduction [04:41] From Investment Banking to the Principal Side [10:24] Using M&A to Transform Hexion [11:01] Build vs. Buy vs. Partner Framework [16:42] What Chemistry as a Service Actually Means [23:43] Sourcing Deals: Push and Pull Model [26:24] What Makes a Banker Actually Useful [29:12] Valuation Discipline and Must-Believes [36:21] Environmental Risk in Chemical Deals [36:46] Why Small Deals Are Harder Than They Look [41:21] Joint Ventures: Negotiate the Divorce First [43:25] Execution Principles and Stakeholder Alignment [47:08] Getting Deals Actionable /episode/index/show/dealroom/id/41201945

CPG Exit Strategy: How to Build a Consumer Brand Strategics Will Acquire | Keith Levy Part 2 04/30/2026

CPG Exit Strategy: How to Build a Consumer Brand Strategics Will Acquire | Keith Levy Part 2 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 Touchland and Bachan's case studies. Start there. What You'll Learn What revenue and EBITDA thresholds a consumer brand needs to attract a strategic acquirer. Why getting to corp dev is not enough, and how to reach the operators who actually need your brand. How capital gets wasted at each stage of a CPG brand's lifecycle. Why execution is where most investments fail, not the idea or the founder. What the celebrity founder model got wrong, and why copying a formula that worked once rarely works twice. What the investments that produced exits at Sonoma Brands had in common. ____________________ If you're building a consumer brand toward exit or evaluating one for acquisition, DealPilot, powered by M&A Science, has the practitioner playbook for CPG exit positioning. Join at Already a member? The bonus conversation with Keith is live now: boards, earnouts, and the hardest lessons from six years backing consumer brands. ____________________ This episode is sponsored by DealRoom DealRoom's Buyer-Led M&A™ Summit is Back! Join me at the summit on May 20, a free virtual event hosted by DealRoom covering AI, pipeline, diligence, and integration across the deal lifecycle. Sessions run 11:30 AM to 1:30 PM ET. Register here: ____________________ Episode Chapters [00:00:01] Intro [00:04:19] Day-to-day across 20+ portfolio companies [00:05:43] When to lean in and when to stay out [00:09:28] Pre-LOI landmines that kill deals early [00:13:26] The CPG brand lifecycle: from first check to exit [00:16:04] How capital needs change as a brand grows [00:20:15] Execution is why most investments fail [00:21:26] Capital allocation as the real test of a founder [00:23:00] What it takes to position a CPG brand for strategic exit [00:25:13] Big companies can't incubate brands — why that's your edge [00:26:23] Why you have to get beyond the corp dev team [00:29:48] What the investments that worked had in common [00:33:43] Why investments fall apart after you cut the check [00:35:16] The celebrity founder trap [00:39:16] How the Sonoma deal funnel actually works [00:45:22] What kills a deal at the investment committee stage /episode/index/show/dealroom/id/41072935

CPG Due Diligence: The Operator Framework Behind a $1B Exit | Keith Levy Part 1 04/23/2026

CPG Due Diligence: The Operator Framework Behind a $1B Exit | Keith Levy Part 1 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. The first of two episodes covers the full five-pillar CPG diligence framework and the Touchland and Boon's case studies. The second episode, out the following week, covers CPG brand lifecycle, exit positioning, and capital allocation. What You'll Learn Why the founder evaluation comes before the financials. How to read product-market fit the way an operator does, not a financial analyst. What a credible go-to-market strategy looks like vs. one that crashes in execution. Why supply chain control is now a diligence requirement, not an afterthought. How to get the right operators inside a strategic acquirer interested before a banker calls. The Touchland case study: under $1B exit in less than two years The Bachan’s Japanese BBQ sauce case study: ($400M) exit with McCormick at the table. ____________________ If you evaluate consumer brand investments and want a framework for the risks the model won't surface, DealPilot, powered by M&A Science, has the practitioner playbook. Join at Already a member? The bonus conversation with Keith is live now: boards, earnouts, and the hardest lessons from six years backing consumer brands, exclusively for M&A Science members. ____________________ This episode is sponsored by DealRoom DealMax starts Monday. Find us at the Aria DealRoom: Booth 109, M&A Science: Booth 208. Kison will be signing copies of Buyer-Led M&A all three days, and we've got a candy bar and swag worth stopping for. Then, join us monday night for a happy hour, RSVP here: ____________________ Episode Chapters [00:00:00] Intro [00:02:02] Keith’s background overview (24 years at AB, $52B InBev deal – narrated) [00:05:40] Running Royal Canin and joining Mars / Mars Wrigley [00:08:45] Why Mars acquired Kind [00:09:15] What is Sonoma Brands and how Keith got there [00:10:17] The Budweiser CMO era & favorite ads [00:15:12] The Mars / Wrigley China integration [00:23:15] How Sonoma Brands evolved from venture to growth equity [00:25:11] Why deals don’t work and what Sonoma changed [00:27:12] The Keith Levy CPG diligence framework [00:30:04] How to evaluate a founder [00:35:40] What product‑market fit actually looks like [00:38:32] Touchland: under $1B exit in two years [00:39:05] Go‑to‑market: sequencing channels & steady growth [00:41:10] Why TAM is just a sniff test [00:43:31] Why how you make the product matters more than you think [00:47:08] The real value an operating partner brings /episode/index/show/dealroom/id/40987835

400 Acquisitions and a Failed Process: What Happens When You Don't Integrate 04/16/2026

400 Acquisitions and a Failed Process: What Happens When You Don't Integrate 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 Learn Why multiple arbitrage is gone, and what buyers are scrutinizing instead How Oakbridge evaluates cultural fit before any financial criteria What a failed billion-dollar roll-up sale process looks like from the inside Building integration continuity from LOI through 90 days post-close How distributed equity drives buy-in across an acquired organization If you're evaluating targets and want to know if they're integration-ready pre-LOI, the Intelligence Hub can help you score cultural fit, data readiness, and technology maturity. Join the professional membership at ____________________ This episode is sponsored by DealRoom DealRoom's State of M&A Report gives you data to back up your M&A priorities. The State of M&A Report reveals the gap between what teams think matters and where the real bottlenecks are. Download it now to get expert insights: ____________________ Episode Chapters [00:03:00] Introduction & Matt's Background [00:05:00] How Buyer Diligence Has Shifted [00:06:00] Organic vs. Inorganic Growth and Why It Matters [00:11:00] The Four-Criteria Deal Evaluation Framework [00:14:00] Validating Cultural Fit Before LOI [00:17:00] Deal Structure: Equity, Earnouts, and Alignment [00:20:00] What Billion-Dollar Platforms Got Wrong [00:26:00]Building the Integration System at Oakbridge [00:31:00] Bridging Diligence and Integration [00:38:00] Data Infrastructure: Databricks, Power BI, and Why It's Worth It [00:45:00] Building Proprietary Deal Flow [00:52:00] First Moves When Integration Is Broken /episode/index/show/dealroom/id/40897045

M&A Roll-Up Playbook: The IRR Framework That Replaced Budgets at Zayo | Dan Caruso (Part 2) 04/09/2026

M&A Roll-Up Playbook: The IRR Framework That Replaced Budgets at Zayo | Dan Caruso (Part 2) 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 the debt market. What You'll Learn How Zayo's integration process matured across 45 deals + where it broke post- IPO The equity value creation model: the IRR metric that replaced budgets and tied compensation to a single equation Negotiation tactics: countering lower, manufacturing urgency, and splitting the CEO from their investor at the table Culture during integration: one culture, take it or leave it IRR compression as a sell signal and how Dan acted on it before most saw it coming The sell process: engineering a competing bid after buyers locked up the debt market The ICG deal: $8.7M in, $250M out, 18 months Want to apply Dan's framework to your own business? The Intelligence Hub has the Equity Value Creation Operating Model, a step-by-step guide to replacing budget-based management with IRR as your operating compass. ____________________ This episode is sponsored by DealRoom M&A Science is heading to ACG DealMax in Las Vegas, April 27–29 and we'd love to see you there. Stop by the booth for a book signing, swag, and a look at what the M&A Science and DealRoom teams have been building. Learn more and save the date: ____________________ Episode Chapters [00:02:28] Public company vs. private: what changed about deal execution. [00:03:40] Negotiation tactics: countering lower, manufacturing urgency, the CEO-investor wedge. [00:08:15] Integration maturity: how execution evolved across 45+ deals. [00:18:43] Culture: join us or don't. [00:20:35] Going public: super voting shares, activist investors, and the PR game Dan skipped. [00:24:40] Post-IPO talent drain and what Dan would restructure in management equity. [00:29:26] When to sell: reading value compression. [00:33:03] The sell process: competing bid against a cornered debt market. [00:39:18] The equity value creation model: replacing budgets with IRR. [00:43:29] IRR as a real-time operating metric. [00:49:50] Cruso Ventures, quantum, space, and Boulder Roots Music Fest. [01:01:06] The ICG deal: $8.7M in, $250M out /episode/index/show/dealroom/id/40783520

M&A Roll-Up Playbook: How Zayo Did 45 Acquisitions and Sold for $14B | Dan Caruso (Part 1) 04/02/2026

M&A Roll-Up Playbook: How Zayo Did 45 Acquisitions and Sold for $14B | Dan Caruso (Part 1) 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 structure is loaded with earnouts, this conversation will challenge how you're running the program. What you'll learn: How to identify and build a contrarian acquisition thesis with investor alignment Why proprietary deal flow is a brand and relationship problem, not a sourcing problem How Zayo executed an unsolicited, fully funded offer on a larger public company — and won Why tracking individual acquisitions kills synergies in a roll-up When earnouts hurt more than they help — and what to use instead How clean, all-cash offers win on certainty, not price Dan's approach to thesis validation, investor alignment, and platform value creation is documented in the Roll-Up Readiness Assessment inside the Intelligence Hub, a stage-gated guide built directly from this conversation. Access inside the Intelligence Hub — → — members only. ____________________ This episode of M&A Science is presented by DealRoom. DealRoom just automated Pipeline Management with AI so you can spend less time updating deals, and more time working them. Automatically push deal context from Outlook to DealRoom Pipeline and use AI to keep deal target data and tasks updated, so follow-ups never slip through the cracks. No manual logging. No stale pipeline data. See for yourself: ____________________ Episode Chapters [00:02:00] Introduction: Dan Caruso and the Zayo Story [00:03:51] Background: From Ma Bell to MFS to Level Three [00:08:58] Lessons from WorldCom: What Fake Value Creation Looks Like [00:10:35] What First-Time Acquirers Get Wrong [00:12:39] Building the Zayo Thesis: Fiber Orphans and Accidental Owners [00:17:20] Raising Capital When You Have a Track Record [00:23:50] What Must Be True for the Thesis to Work [00:26:54] Why EBITDA Doesn't Measure Value Creation [00:29:15] The Danger of Tracking Acquisitions Individually [00:31:17] What Actually Drove Zayo's Success [00:36:10] Convincing Sellers: Proprietary Sourcing and Relationship Strategy [00:45:30] The Above Net Acquisition: Unsolicited, Fully Funded, at a Conference [00:51:02] Negotiation Tactics: Unpredictability, Silence, and Team Play [01:02:16] Deal Structure: Why Zayo Avoided Earnouts [01:03:56] Clean Cash Offers and Certainty of Close /episode/index/show/dealroom/id/40709585

Cross-Border M&A: Doing Deals in Latin America 03/26/2026

Cross-Border M&A: Doing Deals in Latin America 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: How a PE fund lost a billion-dollar deal over 2% — and why it was avoidable Why LatAm antitrust approvals can take up to nine months and how to plan around them What no employment-at-will actually costs you post-close Why showing up to a LatAm auction without reps & warranties insurance is a disadvantage How to negotiate with family founders when price isn't what closes the deal Why 80% of Latin America deals now run through auctions Your standard diligence process will miss things that kill LatAm deals — statutory severance you didn't model, title searches that go back a hundred years, antitrust consent timelines that block close for months, auctions where R&W insurance is already expected. Running diligence on a LatAm target right now? The M&A Science Hub has two resources built directly from this episode — the LATAM Diligence Delta Checklist and the Latin America M&A Entry Playbook — plus an AI tutor trained on 400+ practitioner conversations you can pressure-test your current deal against. Members get access before the episode goes public. → — members only. ____________________ This episode is sponsored by DealRoom Stop juggling six different tools to run one deal. DealRoom brings pipeline management, diligence tracking, document sharing, and team collaboration into one platform. Purpose-built for M&A teams who need to move fast without losing control. request your demo today: ____________________ Episode Chapters [00:04:26] Rodrigo's background: 25 years across Latin America M&A [00:06:57] How a cross-border acquisition actually starts [00:10:17] Bilateral deals and family-owned businesses [00:12:52] Reading the room: when not to push on numbers [00:14:12] The billion-dollar deal that fell apart over 2% [00:20:02] Antitrust consent regimes across LatAm [00:29:49] The union leader story [00:27:14] Labor, employment, and statutory severance [00:34:04] Reps & warranties insurance: now standard in LatAm [00:38:44] Auction vs. bilateral: the 80/20 split [00:44:01] FinTech opportunity in Latin America [00:48:05] NVCA forms and deal documentation [00:52:48] Post-close integration: what actually determines success [00:55:51] Craziest Thing in M&A /episode/index/show/dealroom/id/40628050

Partnering Before Purchasing: How Booz Allen Wins Proprietary Deals Early 03/19/2026

Partnering Before Purchasing: How Booz Allen Wins Proprietary Deals Early 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 development to cultural diligence to integration ownership — and what most corp dev teams get wrong before they ever get to LOI. What You’ll Learn in This Episode How to build a proprietary pipeline that makes you the preferred buyer before a process starts The specific cultural fit questions Chrissy asks — and the one answer that ended a deal on the spot Why she tells founder-led sellers to hire their own banker, even on proprietary deals How to navigate a carve-out when scope is impossible to fully define upfront When spinning out a business beats building it internally The three mistakes that derail most corp dev functions before they find their footing This episode is sponsored by M&A Science Intelligence Hub If you’re trying to move from cold outreach to genuine relationship-building with targets, the Intelligence Hub has the Partner-First Acquisition Evaluation Playbook — a practitioner-built framework for structuring pre-acquisition partnerships, evaluating targets through the lens of existing relationships, and moving from partner to acquirer with conviction. Become an M&A Scientist at _____________________ ‍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: ____________________ Episode Chapters [00:00:00] Intro [00:04:20] Chrissy Cox’s path into M&A [00:05:04] Building Booz Allen’s corp dev function [00:10:32] How Booz Allen builds a proprietary deal pipeline [00:15:08] The partner-first approach to acquisitions [00:20:31] When founders should consider selling [00:23:49] Why culture can kill a great deal [00:29:40] Carve-out lessons from the PAR Government deal [00:33:24] Why founders should hire bankers [00:43:43] Integration: protect the secret sauce [00:48:01] The biggest mistakes in corporate development [00:49:33] The craziest thing about M&A /episode/index/show/dealroom/id/40521530

M&A Science

TOPICS