M&A Science

Episode Timestamps

[00:01:00] – Stew’s background and approach to founder-led growth equity
[00:04:30] – The evolving role of boards in high-growth companies
[00:07:00] – How a board should operate: collaboration, not control
[00:10:30] – Case study: Epic Gardening and M&A-driven growth
[00:13:30] – Case study: SmartSign and defensive M&A strategy
[00:15:30] – Vetting investors: reputation, value creation, and timelines
[00:20:00] – How associates should add value in early-stage investor conversations
[00:22:30] – What makes a high-performing board: North Star alignment
[00:26:30] – Challenges with multi-investor boards and competing agendas
[00:28:00] – The differences between growth equity, venture capital, and private equity
[00:33:00] – Structuring a minority recap: how to think about terms, timing, and alignment
[00:40:00] – How to run your own competitive process without a banker

Questions, comments, concerns?
Follow Kison Patel for behind-the-scenes insights on modern M&A.

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How to Scale Global M&A with Culture, Strategy, and AI with Rob Brown, CEO of Lincoln International 0

May 15, 2025

Rob Brown, CEO of Lincoln International

Explore how one of the world’s top M&A advisory firms scales through acquisition. Rob shares his leadership journey, reveals how Lincoln actively manages culture during growth, and explains why integration starts from Day 1. Rob and Kison also dive into cross-border M&A, the rise of buyer-led strategies, and how AI is transforming the deal process.

💡What You’ll Learn

Why culture is the cornerstone of successful M&A growth
How Lincoln approaches acquisitions differently in Europe vs. the U.S.
How to assess cultural fit beyond leadership alignment
How AI is driving efficiency and insight across Lincoln’s global platform

Episode Chapters

[02:30] Rob’s journey from employee #7 to CEO of a global firm
[05:00] How Lincoln defines and manages culture across global offices
[07:00] Organic vs. inorganic growth and why culture drives both
[10:30] Strategic approach to geographic expansion
[12:00] Case study: Acquiring TCG to scale European tech advisory
[16:00] Navigating cultural differences in U.S. vs. European deals
[20:00] Lincoln’s capital structure as a private partnership
[24:00] How to rigorously evaluate cultural fit in M&A
[28:30] Day 1 integration tactics and why speed matters
[31:00] The evolution of buyer-led M&A and Lincoln’s perspective
[35:00] How sellers can prepare for a successful exit
[47:30] How Lincoln uses AI (Link) to scale knowledge and efficiency
[51:30] What’s next: AI-enabled prediction of buyer behavior
[53:00] Craziest M&A story Rob’s experienced

Questions, comments, concerns?
Follow Kison Patel for behind-the-scenes insights on modern M&A.

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How Private Equity Firms Structure M&A Deals with Jon Dhanawade 0

May 8, 2025

Jon Dhanawade, Private Equity M&A Partner at Mayer Brown

In this episode of M&A Science, Kison Patel sits down with Jon Dhanawade to unpack how private equity firms structure M&A deals—what works, what doesn’t, and how to manage risk every step of the way. Jon brings legal insight from both sides of the table, sharing practical strategies for aligning deal terms with investment objectives, mitigating downside risk, and building strong seller relationships. Whether you’re a corporate buyer or a fund-backed operator, this episode will help sharpen your deal judgment and show you what it takes to get complex deals over the finish line.

💡What You’ll Learn

🔹 How PE firms use rollover equity, seller notes, and earnouts to align incentives

🔹 Legal red flags to watch for in M&A diligence (and how to catch them early)

🔹 How to negotiate LOIs without boxing yourself in

🔹 Common structuring mistakes and how top deal lawyers avoid them

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💡Try FirmRoom for Free

This episode is sponsored by FirmRoom. The World’s Most Intuitive Virtual Data Room With AI Contract Analysis No Per-Page Fees. No B.S. Just Smarter, Faster Deals.

Get started with your free trial today at firmroom.com!

_______________

Episode Chapters

[00:01:00] Intro to Jon’s role at Mayer Brown and teaching at Northwestern
[00:03:00] The evolution of PE deal types and market uncertainty
[00:05:00] How Jon prepares students to be effective transactional lawyers
[00:06:30] Strategic vs. PE buyers: What’s different for lawyers
[00:09:00] Rise of private credit and bespoke capital structures
[00:12:00] How PE firms approach platform vs. add-on acquisitions
[00:16:00] Portfolio enhancement strategies during slow markets
[00:17:00] Comparing seller notes, earnouts, and rollover equity
[00:29:00] Structuring LOIs to preserve flexibility and manage risk
[00:41:00] Designing earnouts tied to transition or integration milestones
[00:52:00] Legal red flags in diligence: contracts, consents, liabilities
[00:57:00] Biggest deal mistakes and how to avoid them

Questions, comments, concerns, compliments?
Follow Kison Patel and M&A Science on LinkedIn to connect and stay up to date with the podcast.

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Lessons from 90+ Deals: Questex CEO, Paul Miller on Cultural Fit, Value Creation & Post-Close Audits 0

May 5, 2025

Paul Miller, CEO of Questex

Paul Miller joins us to share his extensive experience in M&A, having led more than 90 acquisitions throughout his career. Paul reveals how Questex uses a proactive, buyer-led approach focused on culture, strategic alignment, and integration discipline.

The conversation dives into the importance of early relationship-building with potential targets, auditing post-close success, and developing internal M&A capability—even when the team has no prior deal experience. Paul also shares candid advice on international deals, when to walk away, and how to avoid the common trap of "deal fever."

💡Things you will learn:

Why cultural fit and people issues often make or break a deal
How to proactively source and warm up acquisition targets
What to include in your M&A integration playbook and audit process
When and why to walk away from a deal—even post-LOI

Turn Your Chaos into Control:
Tired of chasing updates across spreadsheets and email threads? Discover how DealRoom helps corporate development teams bring order to M&A.

👉 Learn how you can run a repeatable, buyer-led process.

💡 Episode Chapters

Intro and Guest Background – 00:00:00
Biggest Lessons Learned from 90+ Acquisitions – 00:03:00
Proactive Buyer Outreach and Building Relationships Early – 00:04:00
Assessing Culture and People Fit in Target Companies – 00:13:00
How to Approach Founder-Led vs. Institutional Sellers – 00:10:30
Retaining or Replacing the CEO Post-Close – 00:17:00
Customer Diligence and Walking Away Post-LOI – 00:19:30
Developing a Structured, Data-Driven Deal Process – 00:25:00
Integration Playbook and Post-Close Audits – 00:31:00
Empowering the Full Exec Team to Source Deals – 00:37:30
The Importance of Learning by Doing in M&A – 00:32:30
Hardest Deal: Cultural Surprises in a China Acquisition – 00:42:00

Questions, comments, concerns?
Follow Kison Patel for behind-the-scenes insights on modern M&A.

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How ZRG’s CEO Built a 17-Deal M&A Engine with Larry Hartmann 0

May 1, 2025

Larry Hartmann, CEO of ZRG Partners

Larry Hartman, CEO of ZRG Partners dives into aligning strategic M&A with scalable growth. Larry shares how he transformed ZRG into one of the fastest-growing executive search and talent advisory firms through 17 acquisitions in just four years. They break down how to compete with strategic buyers, incentivize founders post-close, maintain deal momentum, and choose the right private equity partner to fuel long-term value.

Things You Will Learn

How to compete with strategics and win deals through culture and upside
Structuring founder incentives: equity, earnouts, employment, and non-competes
Why proprietary deal flow beats auction processes—and how to build it
The role of private equity in accelerating M&A strategy and funding

________
Try FirmRoom for Free
This episode is sponsored by FirmRoom. The World’s Most Intuitive Virtual Data Room With AI Contract Analysis No Per-Page Fees. No B.S. Just Smarter, Faster Deals.

Get started with your free trial today!
________

Episode Chapters:

[00:01:00] – Larry’s entrepreneurial background and ZRG’s origin story

[00:03:30] – Lessons from being acquired by American Express

[00:04:30] – Competing with strategics: The second bite of the apple and culture

[00:07:00] – Keeping founders engaged post-close with rollover equity and vision

[00:09:30] – When M&A became central to ZRG’s growth strategy

[00:11:30] – Building the internal M&A team: CFO, corp dev, and beyond

[00:14:00] – Structuring founder incentives and employment contracts

[00:18:30] – Buyer-Led M&A in action: Vision planning and relationship-building

[00:24:30] – Retaining and incentivizing key non-founder talent

[00:30:30] – ZRG’s approach to integration: Do no harm, add value gradually

[00:35:00] – Managing valuation gaps and founder expectations

[00:43:30] – Finding the right PE partner and running a dual-track growth strategy

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4 Ways to Grow a Multi-Site Business While Protecting Core Values with Clare Roberts 0

Apr 28, 2025

Clare Roberts OBE, Founder and CEO at Kids Planet

In this episode of M&A Science, Clare Roberts shares her journey of founding Kids Planet and growing it into one of the UK’s largest childcare providers with 225 nurseries. She reveals how she balanced organic growth with strategic acquisitions while staying true to her company’s values. Clare discusses the importance of culture in M&A, managing seller relationships, and how to maintain operational quality during rapid expansion. If you’re scaling a business and want to do it without losing sight of what matters most, this is an episode for you.

Things you will learn:

How to maintain company culture during rapid M&A growth
The benefits of blending organic growth with acquisitions
How to build trust with sellers and integrate their teams smoothly
Why proactive leadership and transparency are key to successful integrations

Episode Chapters

[00:01:00] Clare’s background and founding story of Kids Planet
[00:09:30] Transitioning from private investment to private equity support
[00:12:00] Lessons on choosing the right PE partner beyond capital
[00:15:00] Sourcing deals and balancing culture fit in acquisitions
[00:23:00] Typical deal structures: flexibility with freehold vs. leasehold
[00:26:00] Buyer-led M&A: simplifying the process for sellers and prepping for integration
[00:29:00] Integration strategy and the role of personalized support
[00:32:00] Embedding and maintaining culture in newly acquired businesses
[00:37:30] Common challenges post-acquisition and how to solve them
[00:43:00] Exploring international expansion and lessons from growing in new markets
[00:46:30] Clare’s advice for new roll-up strategies and maintaining operational quality
[00:49:30] Craziest things seen in M&A and why lifestyle businesses pose risks

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Managing Risks and Liabilities in M&A with Tina Kassangana 0

Apr 24, 2025

Tina Kassangana, Corporate & M&A Lawyer, Associate at Moritt Hock & Hamroff LLP

Tina Kassangana joins usto explore how legal counsel manages risk throughout the M&A lifecycle. With firsthand insight from a practicing M&A attorney, this conversation dives into the real-world complexities of diligence, purchase agreement structuring, reps and warranties, and navigating disputes post-close. Whether you're a first-time buyer or a seasoned dealmaker, Tina offers sharp, practical guidance that demystifies the legal side of dealmaking.

Things you will learn:

The three main stages where legal risks arise in M&A—and how to mitigate them
Why reps and warranties clauses and disclosure schedules are critical
How to align buyer-seller expectations in earnouts and seller financing
Legal strategies to prevent conflicts in multi-agreement deals

Bookmarks

Intro and Tina’s Background – [00:01:00]

Early M&A Risk Identification – [00:05:00]

Buy-Side LOI and Risk Management Roleplay – [00:06:30]

Earnouts vs. Seller Financing and Structuring Strategy – [00:08:00]

Escrow, Reps and Warranties Insurance Deep Dive – [00:11:00]

Asset vs. Stock Deals and Contract Transfer Issues – [00:13:00]

Post-Close Risk & Working Capital Disputes – [00:25:30]

Disclosure Schedules and Rep Breaches – [00:28:30]

Conflicting Terms in Multi-Agreement Deals – [00:35:00]

Post-Close Litigation Triggers (Earnouts, Employment, Equity) – [00:38:00]

Jurisdictional Conflicts and Governing Law – [00:39:00]

How AI Is Changing Contract Analysis – [00:55:00]

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Buyer-Led M&A: How To with Carson Group's Michael Belloumini 0

Apr 21, 2025

Michael Belluomini, Senior Vice President, Mergers and Acquisitions, Carson Group

Kison sits down with Michael Belluomini to unpack how Carson Group scaled its M&A strategy—shifting from internal partner investments to sourcing proprietary external deals at volume. Michael shares tactical insights into managing concurrent transactions, building a sourcing engine, and executing with precision.

Things You’ll Learn:

The differences between Buyer-Led and Seller-Led M&A—and when to use each
How Carson Group built a scalable sourcing engine across multiple deal channels
Strategies for managing 3–5 concurrent deals without burning out internal teams
Why culture fit and trust are non-negotiables in M&A success

Episode Chapters

[00:01:00] Michael’s background in M&A and move to Carson Group

[00:05:30] Building equity partnerships with independent advisors

[00:07:00] Carson’s first external acquisition and shift to full ownership deals

[00:08:30] Sourcing strategies: banker-led vs. proprietary sourcing

[00:10:30] Key differences between internal and external M&A transactions

[00:12:00] The case for buyer-led M&A: process control and long-term outcomes

[00:17:30] How Carson builds proprietary pipeline using data, outreach, and coaching

[00:20:00] Structuring outreach and qualifying prospective sellers

[00:22:30] Building trust in the process and winning deals beyond valuation

[00:31:00] Integration strategy and Carson’s one-stage close model

[00:35:00] Managing 14 deals in one year with a lean team and specialized roles

[00:37:00] Why Carson adopted DealRoom to streamline pipeline and diligence

[00:41:00] How to reduce seller fatigue and coach through diligence

[00:44:00] Culture fit as a non-negotiable deal criterion

[00:50:00] The craziest thing Michael’s seen in a deal

[00:52:00] What sellers do after exiting—and why finding your “next” matters

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How Barry-Wehmiller Built a $3.6B M&A Machine Fueled by Culture with Bob and Kyle Chapman 0

Apr 17, 2025

Bob Chapman, Chairman and CEO, Barry-Wehmiller
Kyle Chapman, President, Barry-Wehmiller

In this episode of M&A Science, Kison Patel sits down with Bob Chapman and his son Kyle Chapman to explore how Barry-Wehmiller built a $3.6B global business through 140+ acquisitions—by putting people first. Bob, known for pioneering the "Truly Human Leadership" philosophy, and Kyle, who co-founded BW Forsyth Partners, share how culture, transparency, and stewardship shape every deal they do.

They dive deep into how Barry-Wehmiller evolved from a broken family business into a global leader in capital equipment and engineering services—and why their approach to M&A prioritizes care for people over financial engineering. From pre-close transparency to post-close adoption, this episode is a masterclass in using M&A as a force for good.

Things You’ll Learn

Why cultural alignment is more important than revenue synergies in M&A
How “Truly Human Leadership” became a core differentiator in their acquisition strategy
How to build a scalable M&A machine rooted in values, not just valuation
Tactical guidance on structuring buyer-led deals with long-term success in mind

_______________

What is the Buyer-Led M&A™ Virtual Summit

Only two weeks left to register!
This half-day event brings together corporate development leaders and M&A experts to explore Buyer-Led M&A™, showing how you can take control of every stage of the deal.

Register Now: DealRoom.net/Summit

________

Episode Chapters

[00:00:00] Introduction to the mission behind M&A Science
[00:01:30] Barry-Wehmiller’s origin story and early business model
[00:07:00] Pivot to M&A as a growth strategy after financial struggles
[00:10:00] Use of EVA (Economic Value Added) in valuation of private company equity
[00:14:00] Building a strategic advantage through people-first culture
[00:21:00] Cultural assimilation during acquisitions and why legacy matters
[00:27:00] Tactical integration planning with transparency from day one
[00:30:00] The evolution from distressed to underperforming acquisitions
[00:36:00] Why Barry-Wehmiller doesn’t rely on cultural due diligence
[00:44:00] Advice for first-time acquirers—what to look for and avoid
[00:51:00] Kyle’s journey from private equity to leading Barry-Wehmiller

[00:54:00] The future vision for Barry-Wehmiller and global impact

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How to Build a Global M&A Machine with Local Expertise Part 2 0

Apr 14, 2025

Sindre Talleraas Holen, Head of M&A at Visma

In Part 2 of this global M&A masterclass, Sindre Holen pulls back the curtain on Visma’s deal execution strategy, valuation methodology, and post-close philosophy. Visma has quietly become one of the most disciplined and prolific acquirers in Europe and LATAM. How? Through extreme clarity on what they buy, why they buy it, and how they operate post-close.

Sindre and Kison dig into the nuance of buying software companies in different geographies, how Visma thinks about valuation (hint: rule of 40—and sometimes 50—matters), and why the company chooses to “onboard” rather than “integrate.” This episode is a candid, behind-the-scenes look at how to structure deals, manage cultural differences, and stay true to a scalable M&A playbook.

Things you will learn:

How Visma sets valuation ranges across different growth brackets and geographies
Rule of 40 vs. Rule of 50 and how it impacts multiples
Why Visma prefers local advisors over centralized consultants in new markets
Inside Visma’s onboarding vs. integration philosophy

_______________

What is the Buyer-Led M&A™ Virtual Summit

________

Learn why you Shouldn't use Excel for Dilligence

If you’re bouncing between Excel trackers, email threads, shared drives, and separate VDR, you’re not alone-but you are wasting time. Join us for 20 minutes of practical ways to save hours, stay on track, and move deals forward faster.

Join us live and see the difference. Register Now

________

Bookmarks

[00:00:00] – Recap and Starting Part 2: Risk Awareness in Global M&A

[00:01:30] – Analysis Paralysis: Knowing When to Say Yes or No

[00:04:30] – Visma’s Scalable Diligence Function & Internal Capabilities

[00:06:00] – Tapping Freelancers, Ex-Corp Dev Talent for First-Time Deals

[00:07:30] – The Strategic Spectrum: PE Mindset vs. Strategic Buyer

[00:09:00] – Visma’s “Onboarding,” Not “Integration” Philosophy

[00:11:00] – Building Long-Term Founder Relationships Post-Close

[00:13:00] – Standardization: Reporting, Tech, and Cybersecurity Rigor

[00:14:30] – The Rule of 40... or 50? And Why It Matters

[00:20:00] – Earnouts: Bridging Price Expectations Through Growth

[00:28:30] – Closing Over 90% of LOIs: Visma’s High Deal Certainty

[00:30:00] – What to Do Before Entering a New Geography

[00:33:30] – Leveraging Local Advisors, Bankers & Cultural Guides

[00:39:30] – Visma’s Expansion Into Latin America via Accidental Entry

[00:41:00] – Why LATAM is Surprisingly Ahead in SaaS & Regulation

[00:43:00] – The Role of Humility and Trust in Global Expansion

[00:46:30] – Trends in SaaS M&A: Consolidators, Rollups & Capital Influx

[00:49:00] – Craziest M&A Deal Toy: A Stuffed Eagle

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How to Build a Global M&A Machine with Sindre Talleraas Holen Part 1 0

Apr 10, 2025

Sindre Talleraas Holen, Head of M&A at Visma

In Part 1 of this two-part episode, Kison sits down with Sindre from Visma, one of Europe’s most active acquirers in the B2B SaaS space. With over 350+ acquisitions under its belt and a stronghold across Europe and Latin America, Visma has cracked the code for scaling globally while maintaining local authenticity.

Sindre shares how Visma transformed its M&A function from a two-man team to a global machine spanning 20 M&A professionals—and 16,000 employees acting as an extended sourcing engine. He walks through Visma’s origin story rooted in M&A, how a bold cold email launched his own career, and the foundational philosophies behind Visma’s buyer-led approach to deal execution.

Think You'll Learn:

The surprising power of a cold email—and how it helped launch Visma’s M&A team
Why Visma prioritizes local presence and cultural nuance in M&A sourcing and negotiation
How internal alignment and operational champions drive deal success
The three golden rules for successful M&A at Visma

_______________

What is the Buyer-Led M&A™ Virtual Summit

Only two weeks left to register!
This half-day event brings together corporate development leaders and M&A experts to explore Buyer-Led M&A™, showing how you can take control of every stage of the deal.

Register Now: DealRoom.net/Summit

________

Learn why you Shouldn't use Excel for Dilligence

If you’re bouncing between Excel trackers, email threads, shared drives, and separate VDR, you’re not alone-but you are wasting time. Join us for 20 minutes of practical ways to save hours, stay on track, and move deals forward faster.

Join us live and see the difference. Register Now

________

Episode Timestamps:

[00:00:00] – Introduction to the Guest & Visma’s M&A History
[00:03:30] – The €100M Sale That Funded Visma’s Acquisition Journey
[00:05:00] – Sindre’s Bold Cold Email That Launched His M&A Career
[00:09:00] – The Three Pillars of Visma’s M&A Approach
[00:10:00] – Aligning Deals with Equity Story & Internal Champions
[00:12:00] – Why M&A Is Always Local: Cultural & Regional Nuances
[00:16:00] – Building a Global M&A Team Embedded in Each Region
[00:17:30] – Trust and Cultural Dynamics in Deal-Making
[00:20:00] – Evolving from Seller-Led to Buyer-Led M&A Strategy
[00:21:30] – Proactive Deal Sourcing and Filtering Inbound Leads
[00:27:00] – Building Trust with Local Sellers & Country-by-Country Differences
[00:29:30] – Rapid Acquisitions vs. Long-Term Relationship Deals
[00:31:00] – Case Example: 13-Year Dialogue Before Acquisition
[00:35:00] – Country-Specific Negotiation Dynamics & Deal Structures
[00:38:00] – Advice for First-Time International Buyer

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Transforming M&A: Lessons in Culture, Growth, and Purpose with Ron 'Omani' Carson 0

Apr 7, 2025

Ron “Omani” Carson, Founder and Chairman at Carson Group | Founder of Omya

We sit down with Ron “Omani” Carson, founder of Carson Group, for a wide-ranging conversation about transformation—both professional and personal. From launching a financial services firm out of a college dorm room to building a national platform with over $30 billion in assets under management, Omani shares the gritty beginnings, his early lessons in love affair marketing and systemization, and why his first M&A deal nearly broke him.

But the real story unfolds around age 50, when Omani underwent a profound mindset shift—from fear and scarcity to love and abundance. This new lens on leadership reshaped Carson Group’s culture, unlocked purpose-driven M&A, and set the stage for launching Omya, his newest venture focused on helping entrepreneurs align joy, legacy, and impact.

This episode is more than M&A—it’s a masterclass in reinvention, authentic leadership, and building businesses that matter.

Things you will learn:

How to scale a firm through systemization and “love affair” client marketing
What went wrong in Carson Group’s first M&A deal—and how they rebounded
How trauma and personal evolution can drive professional reinvention
What “conscious capitalism” looks like in a modern financial firm

_______________

What is the Buyer-Led M&A™ Virtual Summit

________

Episode Chapters:

[00:01:00] Dorm room origins and cold-calling farmers in Nebraska

[00:07:00] Early success, burnout, and chasing money without fulfillment

[00:10:30] Love affair marketing, process systemization, and client growth

[00:18:00] Lessons from their first M&A deal: culture clash, team turnover, missed red flags

[00:23:30] Partner program and minority investments: a better M&A model

[00:27:00] Personal transformation at age 50 and the birth of “Omani”

[00:35:00] Embracing spirituality, mental wellness, and psychedelic therapy

[00:40:00] Impact investing, farming regeneration, and the trillion-dollar goal

[00:46:00] How Carson’s culture shifted—and made M&A better

[00:51:00] 7-day water fasts, health optimization, and living life with intention

[00:55:00] The craziest M&A moment: the painful first acquisition

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Private Equity in Healthcare: Legal Challenges and Best Practices for 2025 with Andrew Bab 0

Apr 3, 2025

Andrew Bab, Partner & Co-Chair of the Healthcare Group at Debevoise & Plimpton LLP

In this episode of M&A Science, Andrew Bab joins Kison Patel live in New York to dive into the fast-changing legal landscape facing private equity deals in healthcare. From emerging state-level regulations and reverse CFIUS to FDA policy shifts and CVR litigation, Andrew offers a masterclass in legal diligence and deal structuring. They also explore how political scrutiny and increasing regulatory complexity are driving the need for more proactive, buyer-led approaches in healthcare M&A.

Things you will learn:

How state-level regulation is changing the game for healthcare deals
What private equity needs to know about DEI rollbacks and False Claims Act liability
Impacts of recent Delaware case law and why some firms are leaving the state
When to use CVRs in pharma M&A and the litigation risks they carry
How new HSR rules and antitrust dynamics are shifting auction timelines

_______________

What is the Buyer-Led M&A™ Virtual Summit

This isn’t just another webinar—it’s an interactive experience designed to give you the tools and strategies to lead your M&A deals with confidence. This half-day event brings together corporate development leaders and M&A experts to explore Buyer-Led M&A™, showing how you can take control of every stage of the deal.

Register Now: DealRoom.net/Summit

________

Episode Timestamps:

[00:01:30] Andrew’s background and overview of Debevoise & Plimpton’s healthcare practice

[00:03:00] Regulatory updates: DEI rollbacks, reverse CFIUS, foreign direct investment

[00:05:30] National security laws expanding into tech, steel, and social media

[00:06:00] Antitrust enforcement differences between Trump and Biden administrations

[00:09:00] Delaware case law: MFW, Molus, Crispo and corporate governance implications

[00:15:00] State-level regulation of healthcare deals (e.g., CA OHCA, MA law)

[00:18:30] FDA’s AI guidance and post-Chevron court deference

[00:21:00] CVRs in pharma: structuring, litigation risk, and buyer incentives

[00:29:00] Put/call deal structures for PE–strategic healthcare partnerships

[00:32:30] HSR form overhaul and implications for auction vs. proprietary deals

[00:34:30] Increased scrutiny of PE under False Claims Act and integration risk

[00:44:00] Political scrutiny of PE in healthcare and rising public pressure

[00:47:00] “Craziest M&A moment” – Mercury in the House of Orion delays closing

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Private Equity in 2025: Market Shifts, Strategy, and the Rise of AI 0

Mar 31, 2025

Hugh MacArthur, Chairman of Global Private Equity Practice, Bain & Company

In this episode of M&A Science, Hugh MacArthur joins us to discuss the evolution of private equity over the last three decades—from the early days of deal-making and bespoke financing to today’s hyper-competitive, tech-driven landscape.

Hugh shares how Bain’s private equity practice scaled from an entrepreneurial idea to one-third of the firm's global business and dives into what differentiates top-performing firms. We explore sourcing strategies, value levers, post-acquisition success, and how PE firms are adapting to rising interest rates and new technologies like AI.

Things you will learn:

How Bain & Company built and scaled its private equity practice from scratch
The shift from margin improvement to growth-oriented value creation strategies
How private equity firms are evolving sourcing and financing models
The future of deal execution using AI and specialized data tools

_______________

What is the Buyer-Led M&A™ Virtual Summit

This isn’t just another webinar—it’s an interactive experience designed to give you the tools and strategies to lead your M&A deals with confidence. This half-day event brings together corporate development leaders and M&A experts to explore Buyer-Led M&A™, showing how you can take control of every stage of the deal.

Register Now: DealRoom.net/summit

________
This episode is sponsored by FirmRoom. The World’s Most Intuitive Virtual Data Room With AI Contract Analysis No Per-Page Fees. No B.S. Just Smarter, Faster Deals.

Get started with your free trial today!
________

Episode Chapters:

[00:01:30] – Hugh’s background and the founding of Bain’s PE practice

[00:03:00] – Evolution from buyouts to a broad private assets approach

[00:04:30] – Bain’s entrepreneurial origins in private equity

[00:07:00] – Commercial due diligence: Bain’s unique differentiator

[00:12:30] – Market valuation trends and EBITDA multiples over 30 years

[00:14:30] – Industry sector evolution: from industrials to tech and healthcare

[00:20:00] – The impact of software and growth on value creation

[00:22:30] – Changes in deal sourcing: proprietary to competitive

[00:24:30] – Rise of private credit and changes in deal structuring

[00:29:30] – Value creation strategies: growth vs. cost-cutting

[00:33:00] – Buy-and-build strategies and integration challenges

[00:55:00] – Role of AI and advanced analytics in deal execution

[01:00:00] – Growth of private markets and increased retail access

[01:04:00] – Common mistakes PE firms make during acquisitions

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How to Navigate Bankruptcy and Restructuring in M&A 0

Mar 27, 2025

Ben Beller, Partner at Sullivan & Cromwell LLP

Ben Beller, Partner at Sullivan & Cromwell LLP, joins the podcast to walk through how companies can strategically navigate bankruptcy and restructuring during M&A. Drawing from experience on major cases like FTX and Silicon Valley Bank, Ben shares practical insights into Chapter 11 processes, planning strategies, liability management transactions, and how buyers can successfully acquire distressed assets. A must-listen for corporate development professionals, acquirers, and M&A legal teams looking to build competency around distressed transactions.

Things you will learn:

The differences between Chapter 7, 11, and 13 bankruptcies and when to use each
How liability management transactions work and their growing role in restructuring
What buyers need to know about acquiring businesses in bankruptcy

_______________

What is the Buyer-Led M&A™ Virtual Summit

________
This episode is sponsored by FirmRoom. The World’s Most Intuitive Virtual Data Room With AI Contract Analysis No Per-Page Fees. No B.S. Just Smarter, Faster Deals.

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________

Episode Timestamps:

[00:04:00] Ben Beller’s background and major bankruptcy cases (FTX, SVB, Mallinckrodt)

[00:07:30] Chapter 7 vs. Chapter 11 – key differences

[00:11:30] Signs companies should begin planning for bankruptcy

[00:14:00] Prepackaged vs. prearranged vs. freefall bankruptcies

[00:17:30] Importance of lender relationships and communication

[00:22:00] Role of private credit and debt trading in distressed situations

[00:28:00] Liability management transactions explained: dropdowns, up tiers, and more

[00:35:00] Trends in liability management and how they defer bankruptcy

[00:41:00] M&A in bankruptcy: How buyers can seize opportunities

[00:46:30] Understanding stalking horse bids and auction dynamics

[00:54:30] Common mistakes in buying businesses out of bankruptcy

[01:01:00] Bankruptcy reform trends and cost implications

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How to be a Serial Acquirer from Scratch 0

Mar 24, 2025

Ashish Achlerkar, Founder and Chairman at NearU

Starting a business from scratch is challenging, but Ashish Achlerkar, Founder and Chairman of NearU, took a unique path—leveraging M&A as a tool for entrepreneurship. In this episode of the M&A Science Podcast, Ashish shares how he transitioned from investment banking to building a multi-state, multi-million-dollar business in the skilled trades industry.

Ashish’s journey is a masterclass in leveraging M&A for business expansion, focusing on strategic acquisitions, cultural alignment, and operational efficiency to build a thriving company in an industry ripe for disruption.

Things you will learn:

Entrepreneurship through acquisition – Why M&A is a tool, not an end goal
How to evaluate industries for acquisition – Why the skilled trades industry was the perfect fit
Building a scalable business post-acquisition – The importance of training and technology
Working with private equity – How to find the right partner and maintain control

What is the Buyer-Led M&A™ Virtual Summit

Episode Timestamps:

[00:01:30] Ashish’s Journey from Banking to Entrepreneurship
[00:02:30] Lessons Learned from the Entrepreneurial Journey
[00:07:00] Defining Purpose and the ‘Why’ Behind Entrepreneurship
[00:10:30] Making the Leap from Corporate to Startup Life
[00:13:00] Selecting a Sector Through First Principles Thinking
[00:18:00] Building the Investment Thesis for NearU
[00:26:30] Executing the First Deal with a Bootstrap Approach
[00:31:30] Sourcing Deals Through Relationships & Reputation
[00:37:00] Challenges in Early and Scaling Phases
[00:40:00] Working with Private Equity While Preserving Vision
[00:48:00] Final Reflections: Transparency, Integrity & Doing the Right Thing

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The People-Centric Approach to M&A Success 0

Mar 17, 2025

Michael Hoy, Executive Vice Chairman, Great Day Improvements

In this episode of the M&A Science Podcast, Michael Hoy, Executive Vice Chairman of Great Day Improvements, joins Kison Patel to discuss how a people-first approach drives M&A success. With 4,500 employees and $1.5 billion in revenue, Great Day Improvements has grown through strategic acquisitions while maintaining a strong culture. Michael shares insights on harmonizing financials post-acquisition, leveraging growth synergies instead of cost-cutting, and building trust to ensure smooth integrations.

Things you will learn:

How to scale M&A by focusing on people instead of cost-cutting
The importance of trust-building and transparency in integrations
Why aligning financials and data early ensures a smoother transition
How to foster a culture that drives sustainable growth

___________________________________________

Save your seat at the Buyer-Led M&A Masterclass to gain practical strategies to take control, reduce inefficiencies, and drive lasting value in your deals.

https://hubs.ly/Q03bF7vS0

___________________________________________

Trailer Timestamps:

[02:00] Introduction to Michael Hoy and Great Day Improvements

[05:04] The value of a people-first M&A strategy

[07:09] Leveraging growth synergies instead of cost-cutting

[16:14] Building a strong referral-based growth model

[23:11] Aligning financials post-acquisition

[35:05] The decision-making philosophy

[42:30] Importance of trust and transparency in integrations

[50:45] Cultural challenges in M&A and lessons learned

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Mastering Serial Acquisitions 0

Mar 10, 2025

Gwen Pope, Senior Managing Partner and Head of Platform Solutions Tiger Team M&A and Tracie Smith, Senior Partner and Head of GTM Solutions at Tiger Team M&A

Together, Gwen and Tracie dive into the complexities of serial acquisitions, discussing how large strategic acquirers can develop repeatable frameworks to streamline execution and maximize deal value.

From building a North Star strategy to decision-making frameworks, they cover what it takes to successfully integrate multiple acquisitions while maintaining strategic alignment. Whether you're leading M&A for a large enterprise or looking to optimize your acquisition playbook, this episode is packed with insights on structuring M&A functions, avoiding common integration pitfalls, and ensuring leadership alignment.

Things you will learn:

How to structure an M&A function for repeatable success
Why decision-making frameworks are crucial for integration
The role of executive leadership alignment in deal execution

This episode is sponsored by DealRoom BI. Harness the power of real-time data to make data-driven decisions by building, visualizing, and sharing interactive M&A reports seamlessly. Visit DealRoom.net to learn more.

Episode Chapters

[00:00:00] – Introduction

[00:02:00] – The backgrounds of Gwen Pope and Tracie Smith

[00:05:30] – Common integration challenges for large serial acquirers

[00:08:30] – The importance of a repeatable M&A model

[00:14:00] – Why education is key for executive leadership teams

[00:18:30] – Overcoming integration fatigue and long-tail execution

[00:26:00] – Structuring an M&A function: centralized vs. decentralized models

[00:36:00] – How to establish a decision-making framework

[00:49:00] – Handling unexpected challenges and reducing reliance on leadership for decisions

[00:56:00] – Why a decision log is essential for integration success

[01:05:30] – Crazy M&A stories and key lessons learned

Download this Episode

How to Execute Distressed M&A 0

Mar 3, 2025

Mimi Wu, Partner at Sullivan & Cromwell

When a company is struggling financially, M&A can be a lifeline—but navigating distressed deals is a whole different game. In this episode of the M&A Science Podcast, Mimi Wu, Partner at Sullivan & Cromwell, breaks down how Chapter 11 bankruptcy, 363 sales, and creditor negotiations come into play when businesses are in distress.

Mimi has worked on some of the biggest restructuring cases, including FTX and Silicon Valley Bank, and she’s here to explain how distressed M&A really works—without the legal jargon. Whether you’re an investor, a corporate executive, or just curious about how companies handle financial trouble, this episode is packed with insights.

Things you will learn:

What is Chapter 11? – How bankruptcy protects businesses and gives them time to reorganize
The Power of a 363 Sale – Why buyers love these deals and how they can acquire assets “free and clear”
Negotiating with Creditors – What happens when companies can’t pay their debts, and the options they have
Finding Deals in Bankruptcy – How investors and buyers can identify distressed M&A opportunities before they hit the auction stage

______________

This episode is sponsored by DealRoom AI. Forget spending hours reviewing diligence contracts. Automate the extraction and analysis of key information and create quick summary reports. Harness the power of Buyer-Led M&A with DealRooms proven framework. Visit DealRoom.net to learn more.

Trailer Timestamps:

[00:03:01] – What is Distressed M&A? Key Differences from Traditional M&A
[00:05:32] – Chapter 11 Bankruptcy: How It Works and When to Use It
[00:06:30] – 363 Asset Sales: Selling a Business in Bankruptcy
[00:09:11] – Why Companies File for Bankruptcy: Common Triggers
[00:10:36] – The Automatic Stay: Protecting Companies During Bankruptcy
[00:14:00] – Alternatives to Bankruptcy: Negotiating with Creditors & Raising Capital
[00:18:30] – How the Bankruptcy Sale Process Works: Auctions & Market Checks
[00:20:41] – Credit Bidding & How Creditors Influence the Sale
[00:24:02] – The 363 Auction Process: How Bidding Works
[00:26:39] – Stalking Horse Bids: What They Are & How They Work
[00:29:30] – How Sale Proceeds Are Distributed Among Creditors
[00:33:00] – Case Study: Carrier & Ketafenol Bankruptcy Sale
[00:39:35] – Finding Distressed M&A Opportunities: Buyer Strategies
[00:42:00] – The Craziest Thing Mimi in Distressed M&A

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How to Navigate Antitrust Complexities in M&A 0

Feb 24, 2025

Kaj Rozga, Senior Antitrust Counsel at ABB

Antitrust scrutiny in M&A is at an all-time high, and companies must be prepared to navigate evolving regulatory challenges. Kaj Rozga, Senior Antitrust Counsel at ABB, brings a unique perspective, having worked both inside the FTC and in private practice, advising on antitrust strategy, compliance, and M&A transactions.

In this episode of the M&A Science Podcast, Kaj breaks down the latest antitrust trends, regulatory risks, and strategic approaches to managing antitrust concerns in M&A. He shares how dealmakers can proactively assess risk, structure deals to mitigate scrutiny, and use antitrust as a negotiation tool.

Thing’s you will learn:

Antitrust in M&A – What business leaders need to know
How regulators evaluate mergers – Key triggers for scrutiny
Industry rollups & market consolidation – Why private equity is under the microscope
Navigating second requests & regulatory delays – How to prepare for costly reviews
What not to do between sign and close

_________________________________

This episode is sponsored by Buyer-Led M&A™. Take control of your deals.
_________________________________

Episode Timestamps:

00:02:30 - Guest Introduction: Kaj Rozga’s Background & ABB Overview
00:07:00 - Antitrust Trends: Government Levers & Key Enforcement Themes
00:13:00 - Substantive Antitrust Challenges: Vertical Competition, Industry Roll-ups & Expanded Deal Horizon
00:21:00 - Government Positioning & Impact on Deals
00:30:00 - Mandatory Filings & Second Requests
00:38:00 - Best Practices for Document Control & Risk Mitigation in M&A
00:48:00 - Gun-Jumping & Pre-Closing Coordination: Managing Compliance Risks
00:54:00 - Structuring Deals to Avoid Antitrust Concerns
01:02:00 - Using Antitrust Considerations in Negotiation

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How to Build a Roll-Up Machine 0

Feb 17, 2025

John Cerasuolo, CEO of Leap Partners

Creating a successful roll-up strategy requires a unique combination of industry expertise, strategic planning, and leadership. John Cerasuolo, CEO of Leap Partners, has mastered the art of acquiring and integrating businesses in the home services industry, including HVAC, plumbing, and electrical services. With 19 acquisitions in less than three years, Leap Partners is rapidly expanding across the Southeast with a people-first approach.

In this episode of the M&A Science Podcast, John shares how to build a roll-up machine from scratch. He discusses selecting the right industry, pitching to investors, sourcing and executing deals, and the critical role of leadership and culture in scaling a business. John also explains how to foster strong relationships with business owners and private equity partners, along with key lessons learned from executing high-volume M&A.

Things You’ll Learn:

How to build a roll-up strategy from scratch
Understand how to pitch to investors and raise capital without an initial deal in place
Gain insights into sourcing and executing deals with a people-first approach
Discover the importance of rapid integration and operational efficiency
Hear how to build strong relationships with business owners and private equity partners

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Episode Timestamps:

[00:00:00] Introduction & The Importance of M&A Reporting Automation
[00:02:00] Guest Introduction: John Cerasuolo's Background & Key Lessons from the Navy
[00:07:00] The Role of Private Equity in Roll-ups
[00:10:30] Building a Roll-up Machine: Step-by-Step Guide
[00:13:45] Sourcing Deals & Choosing the Right Industry
[00:21:20] Securing the Right Investment Partner & Negotiating Terms
[00:30:30] First Deal & Launching Leap Partners
[00:33:00] Building a Strong Pitch to Business Owners & Characteristics of Leadership
[00:40:00] Integration Strategy & Operational Efficiency
[00:45:00] Partnership with Business Owners & Culture Building Post-Close
[00:48:30] Craziest Thing Seen in M&A & Final Thoughts

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Corporate Development Strategy in High-Volume M&A 0

Feb 10, 2025

Jeff Giles, Executive Vice President at Core & Main

M&A at scale requires more than just financial analysis—it’s about building relationships, understanding cultural fit, and executing a seamless integration strategy. With over 60 deals under his belt, Jeff Giles, Executive Vice President at Core & Main, has a proven track record of leading high-volume, buyer-led M&A.

In this episode of the M&A Science Podcast, Jeff shares his expertise in strategic acquisitions, relationship-driven deal sourcing, and post-merger integration. He discusses the critical role of culture in M&A, how to prioritize acquisition targets, and why technology is essential for managing complex transactions.

Things you will learn:

Buyer-led M&A – The power of proactive deal sourcing
Building a strategic market map – Core vs. adjacent markets
How to assess culture in M&A – What makes a deal truly successful
Negotiation tactics in valuation gaps – Closing deals with the right structure
Integration planning – Ensuring a smooth transition post-close

_________________________________

This episode in sponsored by DealRoom AI. Forget spending hours reviewing diligence contracts. Automate the extraction and analysis of key information and create quick summary reports. Harness the power of Buyer-Led M&A with DealRoom's proven framework. Visit DealRoom.net to learn more.
_________________________________

Episode Timestamps:

[00:00:00] Introduction & Guest Background

[00:03:00] Building Market Maps & Identifying Opportunities

[00:11:00] Developing Relationships in Buyer-Led M&A

[00:19:00] Expanding into Adjacent Markets

[00:24:00] Prioritization of Acquisition Targets

[00:31:00] Evaluating Cultural Fit & Integration Risks

[00:38:00] Building Trust & Transparency with Business Owners

[00:42:45] The Due Diligence Process

[00:50:00] Managing Bid-Ask Spread & Valuation Challenges

[00:55:00] Integration Planning for M&A Success

[01:01:00] The Role of Technology in M&A

[01:06:00] Surprising Moments in M&A

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Navigating Large-Scale M&A Deals and Legal Complexities 0

Feb 3, 2025

John Orbe, Senior Associate General Counsel – M&A at Emerson

Large-scale deals come with layers of complexity—from regulatory challenges and cross-border negotiations to structuring transactions that align with long-term business strategy. Having the right legal approach can make or break a deal.

In this episode of the M&A Science Podcast, John Orbe joins us to break down what it takes to execute high-stakes transactions. He shares insights on the differences between large and small deals, how legal teams can be a strategic partner in M&A, and why cross-border transactions require more than just legal know-how.

Things you will learn:

Big vs. small deals – Unique challenges and hidden complexities
When to involve legal in M&A – Structuring LOIs the right way
Cross-border deal challenges – Cultural, regulatory, and legal considerations
How technology is reshaping M&A – AI, automation, and data room efficiencies
Avoiding post-closing disputes – Drafting airtight agreements

Trailer Timestamps:

00:00:00 Introduction

00:03:17 Entering the M&A World

00:05:26 M&A as a Team Sport

00:07:18 Transition from Law Firm to In-House Counsel

00:10:35 Differences Between Large and Small M&A Deals

00:15:42 M&A Deal Strategy and Business Risk

00:25:10 Legal Due Diligence Process

00:30:22 Cross-Border M&A Complexities

00:35:40 Technology and AI in M&A

00:40:15 Managing External Legal Counsel

00:45:00 Negotiation Strategies in M&A

00:50:30 People and Cultural Considerations in Deals

00:55:10 M&A Deal Execution and Closing Challenges

01:00:20 The Future of M&A and Legal Innovation

01:05:45 Craziest M&A Stories and Lessons Learned

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Lessons from the Trenches: Mastering Tech M&A, Integration, and Carve-Out Strategies Part 2 0

Jan 27, 2025

Dr. Amit Monga, Founder and CEO of SARAPOINT

Every deal tells a story of risk, strategy, and the relentless pursuit of value. With M&A evolving into a core function across industries, simply following old playbooks is no longer enough. You need insight, discipline, and a strategy tailored to today’s fast-moving, multi-dimensional landscape.

In this episode of the M&A Science Podcast, Amit Monga, Founder and CEO of SARAPOINT, joins us to unpack the intricacies of software valuation, integration challenges, and structuring carve-outs that unlock hidden value.

Things you will learn:

Trends in software valuation: EBITDA vs. revenue multiples
How growth impacts valuation and attracts buyers
Navigating deals with difficult CEOs
Challenges in carve-outs from the buy-side
Key differences between buy-side and sell-side M&A

This episode is sponsored by DealRoom AI. Forget spending hours reviewing diligence contracts. Automate the extraction and analysis of key information and create quick summary reports. Harness the power of Buyer-Led M&A™ with DealRoom's proven framework. Visit DealRoom.net to learn more.

Episode Timestamps:

00:00 Intro
02:31 Trends in software valuation: EBITDA vs. revenue multiples
05:22 Venture capital vs. private equity mindsets
07:48 Who is lending on software deals
09:13 Convincing someone to sell their company
12:41 How growth impacts valuation and attracts buyers
15:46 How to approach your first acquisition
18:54 How to pitch a deal to Founders
22:15 Navigating deals with difficult CEOs
27:46 Challenges in carve-outs from the buy-side
31:36 Networking to find carve-out deals
35:28 Structuring optimal deals for carve-outs and founder-owned businesses
41:46 When to take on investments and build a platform
45:25 Key differences between buy-side and sell-side M&A
50:21 Surprises and lessons learned in M&A
55:09 How M&A strategies have evolved
58:25 Craziest thing in M&A

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Lessons from the Trenches: Mastering Tech M&A, Integration, and Carve-Out Strategies Part 1 0

Jan 20, 2025

Amit Monga, Founder and CEO of SARAPOINT

M&A is a minefield of uncertainties, let alone the tech space. Missteps in integration, cultural clashes, and unforeseen risks can quickly derail even the most promising deals. That’s why understanding what could go wrong is critical.

Dr. Amit Monga, Founder and CEO of SARAPOINT, shares lessons from the trenches to help you anticipate challenges and mitigate risks. Learn how to navigate integration, manage carve-outs, and turn M&A uncertainty into opportunity with actionable insights from a seasoned expert.

Things you will learn:

Key lessons from the trenches for corporate M&A success
Balancing proactive and opportunistic M&A strategies
Handling opportunistic deals outside core strategy
Evaluating deals that don’t fit the M&A thesis
Maintaining control during M&A execution

*******************

This episode is sponsored by DealRoom AI. Forget spending hours reviewing diligence contracts. Automate the extraction and analysis of key information and create quick summary reports. Harness the power of Buyer-Led M&A™ with DealRoom's proven framework. Visit DealRoom.net to learn more.

*******************

Episode Timestamps:

00:00 Intro
03:17 The power of an engineering background
03:48 Key lessons from the trenches for corporate M&A success
06:51 Balancing proactive and opportunistic M&A strategies
08:39 Building and managing an M&A pipeline
10:32 Handling opportunistic deals outside corporate strategy
12:35 Balancing synergies and opportunistic deals
14:54 Deciding how much to integrate a company
17:59 Evaluating deals that don’t fit the M&A thesis
23:06 Planning integration based on partnerships and synergies
25:02 Becoming a buyer-led M&A organization
27:05 Working with the sell-side during M&A processes
30:46 Maintaining control during M&A execution
32:40 Balancing the M&A process management with bankers
34:48 Handling proprietary deals without an advisor
38:34 Scenario: Balancing opportunism with communication in competitive processes

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