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M&A Science

Kison Patel

M&A Science, hosted by Kison Patel (Founder & CEO of DealRoom), is your go-to podcast for mastering the art of mergers and acquisitions. Each week, Kison and his expert guests from leading brands like Xerox, FastLap, and Cisco dig deep into real-world M&A strategies, offering actionable insights to optimize your M&A practice.

Whether you're an experienced practitioner or new to the field, M&A Science provides practical advice on key topics like sourcing, due diligence, integration, divestitures, and more. With over 300 episodes, this podcast is the premier thought leadership resource designed to streamline your deal-making process.

Start listening today and visit mascience.com/podcast to access over 300 episodes. Brought to you by DealRoom, the leading M&A optimization platform used by the best M&A teams around the world

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#441
Yesterday · 1 hr 7 min
How Winsupply Runs M&A With Just Four People
Most buyers flood sellers with requests, ask for rollover equity, and push the target onto their ERP fast. Greg Holbrock, VP of M&A at Winsupply, a Dayton, Ohio distributor with 680+ locally owned wholesalers and about $9B in annual sales, skips all three. He runs M&A with a core team of four, has worked on 20+ deals, and says over 80% meet or beat expectations. His test is simple: if the deal can't work for the local owners, it isn't a deal. His approach starts with trust. He explains why each diligence request matters, gets approval to sign before he sits down, and listens hard for why the seller is selling now. In this episode, Greg and Kison cover: Why Winsupply pays cash and skips rollover equity (the share price counts only about a third of goodwill) How the model works: Winsupply owns 100% on day one, then sells down to local teams and keeps at least 51% Integrating at "local speed," and when a seller can stay on their own ERP The real reasons owners sell, from succession and family dynamics to tax worries and e-commerce gaps Why about 90% of his deals have no earn-out, and when one is worth it Why a deal gets two lives, not three, and how to spot "dealitis" Greg also shares how the Milford deal (one his team almost passed on) grew into a poly pipe business across the company. --- Walking a seller through every request only works when the requests, their answers, and your findings sit in one place the whole team can see. DealRoom is the AI-powered operating system for Buyer-Led M&A™, with a buyer-led data room your team, the seller, and your advisors share, and diligence findings that carry straight into integration planning. Customers cut person-hours per deal by ~50%: bit.ly/4eYoRjW
#440
November 5 · 54 min
M&A's Sales Diligence Blind Spot: What 5 CRO Tours Taught John McMahon
Most buyers diligence a sales org by ranking the reps and cutting the bottom of the list. But if you ask John McMahon, that's usually the wrong target. In most cases, the problem is the manager. John should know, because he's seen both sides of a sales integration. Cisco bought GeoTel, scattered its 50-rep software team across a router sales force, and lost nearly all of them. BMC bought BladeLogic, put John in charge of all of BMC sales, and took average rep productivity from $1.17 million to $2.23 million in a year. In this conversation, John tells Kison how to read a sales org before close: Map both ICPs first, grade managers on recruiting and forecast accuracy, and spot the farmers who can't hunt. He also covers why overlay models quietly burn money, how a new-logo gate in the comp plan keeps reps from living off the install base, and why an AI-filled MEDDPICC field doesn't mean a deal is qualified. What You'll Learn Diligence the managers, not just the reps. When reps underperform, check the manager first. Replacing a bad manager often turns the same reps around. Map both ICPs before you model cross-sell. If you sell to engineering and the target sells to finance, the cross-sell case is weak. Shared or adjacent personas are where the upside lives. Use productivity per rep to find weak managers. Compare each manager's per-rep average to the sales force average. Below-average quarter after quarter means no new headcount. Train both teams on both product lines instead of adding overlays. Overlays turn hunters into reps who wait to be invited into accounts. Gate commissions on new logos. Pay the higher rate above quota only once a rep hits a set number of new logos, so the team doesn't live off the install base. Win the undecided middle fast. After close, one group wants new leadership, one never will, and the middle is watching. Train them and help them win deals before the holdouts sway them. Treat forecast accuracy as a manager's real test. Accurate forecasts mean the manager knows the deals and the reps. An AI-filled MEDDPICC field doesn't. --- Grading a target's sales managers in diligence only pays off if those findings reach the team running the integration. DealRoom is the AI-powered operating system for Buyer-Led M&A™, where findings on the target's sales leadership, ICP, and go-to-market motion feed straight into the integration plan. Customers cut person-hours per deal by ~50%: bit.ly/4eYoRjW
#439
October 29 · 49 min
Strategy Drives M&A, Not the Other Way Around
Most corp dev teams let the banker inbox set the agenda. Michael Guptan, who has led or contributed to 120+ transactions worth over $100B across Dell, Walmart, DXC, and now The Trade Desk (NASDAQ: TTD), says that's backward. Strategy drives M&A. His approach starts long before a deal. Define where the company needs to be in three to five years, find the gaps, then build relationships with likely targets 12 to 18 months before any deal talk, so culture is clear before the LOI. Michael and Kison cover: The red flags that signal a culture mismatch When to buy instead of build (time to market usually decides it) Negotiating the whole package: speed, certainty of close, retention, and org structure Budgeting 5 to 10% of deal value for integration on smaller deals, with the integration lead in diligence Why he avoids compressed auctions, and the judgment calls he won't hand to AI Kison also puts DealRoom's own strategy on the table for a live role play. Tracking targets 12 to 18 months out only works if your pipeline lives somewhere other than inboxes and spreadsheets. DealRoom is the AI-powered operating system for Buyer-Led M&A™, with one source of truth for targets, notes, and emails, and diligence findings that feed straight into the integration plan. Customers cut person-hours per deal by ~50%: bit.ly/4eYoRjW
#438
October 22 · 54 min
How to Get to Yes
Most people assume the hard part of an M&A deal is getting the contract signed. However, Meg Cavanaugh, SVP of Legal at Commvault (NASDAQ: CVLT), has spent her career proving otherwise. Meg worked in-house at three public companies, closing acquisitions almost every week during her six years at Carbonite before moving to Commvault, where her role spans legal, diligence, and integration. What You'll Learn Draft the LOI in-house before outside counsel sees it. Keep the tone and structure matched to your own deal philosophy, then bring outside counsel in to review rather than build from scratch. Treat LOI negotiation as diligence. Every redline you get before signing tells you something real about the people and the business on the other side of the table. Push back on conservative lawyering. Don't let a deal stall over an immaterial closing condition or a 0.01% edge-case indemnification issue. Choose asset vs. stock purchase around what you need to exclude. Asset deals let you carve out debts and liabilities explicitly; stock deals mean you're taking on the whole company. Chase down change of control provisions early. Left unaddressed, they can let a key customer walk the moment the deal closes. Build a Corp Dev team that owns the deal and the integration. Once you build that muscle successfully, it gets easier to repeat. Train non-lawyers to negotiate commercial contracts. Give them the playbook, audit their work, and save outside counsel for the purchase agreement itself. --- Meg's in-house team reads every contract in the data room, then puts what they find on the CISO's, engineering's, and compliance's radar before close. DealRoom Diligence was built for that handoff. Each finding is logged with an owner and a mitigation plan, then carries straight into the integration plan, and the AI document analysis is built to reduce internal & external legal costs by 60%. See how it works: https://bit.ly/4BxCAb5
#437
October 15 · 25 min
M&A Horror Stories
A partner's spouse joined a call two weeks from closing. One background check later, a PE deal was dead, along with every dollar spent on diligence and attorney fees. Kison gathered the deal stories practitioners leave out of case studies, with the names removed. Corporate development leaders, attorneys, and advisors share deals that died at the signature line. There's also a roughly $1 billion divestiture that was unwound after a withheld forecast surfaced the morning after the wire. And a losing bidder bought the same company back 18 months later for about 80% less. The pattern across them: a late surprise kills trust faster than it kills valuation. Most of these deals died on something that surfaced too late. DealRoom, the AI-powered operating system for Buyer-Led M&A™, keeps diligence requests, open items, and findings in one place from the start of a deal. That way surprises show up while you can still price them or walk away. See how by clicking here.
#436
October 8 · 50 min
The Vendor Trap That Derails Carve-Outs
Days before closing a carve-out, Danielle Fortier's team found the seller's vendor list was off by dozens of vendors. Danielle, a partner at Cooley with four corporate carve-outs closed this year, explains why: back-office vendors are shared across every business line, and deal leads rarely focus on them early. Her roadmap maps every entanglement, checks it against what the buyer already has, and sends only true gaps to the TSA. Cloud hosting, finance and IT security are the usual traps. Settle TSA length and pricing in the LOI. She has seen sellers assume three months while buyers assumed 18. Her biggest warning is over-relying on the TSA. Six months in, you still go to the seller for everything. That vendor surprise happens when entanglements, gap owners and TSA schedules live in lists nobody fully trusts. DealRoom keeps carve-out diligence, open requests and integration planning in one connected platform, so gaps found in diligence carry into the post-close plan. See how Infoblox consolidated 5+ tools from pipeline through integration: Infoblox's Case Study
#435
October 1 · 41 min
How to Build Trust and Leverage in M&A
"Never use the word 'trust me.' It's those people you can't trust." Jerry Cedicci, Kison Patel's boss from twenty years ago, built hundreds of millions of dollars in real estate, cafes, hotels, and restaurants. This is his playbook. For Jerry, trust is structural. Ask to run the business you're buying, let the seller fire you anytime, and hand them every card so they can't lose. He pushes the other side to name a price first so he never negotiates against himself, and he'll pay full price when the seller finances it. Then Kison raises a competitor he wants to buy that won't share financials. Jerry works it live: skip the financials and ask how many clients, set your threshold, size what the company could become, and offer 6 against an expected 5 to 10. In corporate M&A, Kison notes, earning a seller's trust can take a year, which means tracking targets long before they're ready to sell. Qualfon reviews 75–100 targets a year and runs that pipeline in DealRoom with real-time reporting: read more here.
#434
September 24 · 51 min
The Man Who Taught Kison Patel to See M&A Opportunities
"At the closing table, I left with a check of $10 million." Jerry Cedicci bought a run-down Chicago hotel for $14 million and sold it for $24 million within a year. Jerry grew up in a French orphanage and arrived in the US in 1981 barely speaking English. Kison Patel hunted properties with Jerry about 20 years ago and learned much of his dealmaking from him. When a bank rejected Jerry's loan, he asked exactly why and got $3 million from the next bank. A landlord warned that the average bakery does $450 a day. Jerry's first did $1,500 on day one, and he wrote a $10 million option to buy the building into the lease, exercising it 10 years later. Skipping that option on his Michigan Avenue store was, he says, the biggest mistake of his life. Jerry's costliest mistake was an opportunity he saw and never locked in. Corp dev teams lose targets the same way when the pipeline lives in scattered spreadsheets. Jamf moved its deal tracking into DealRoom and cut deal time in half. Learn more about Jamf's case study here.
#433
September 17 · 44 min
Why PE Rollups Fail the People Who Built the Business
A $100 million preferred equity check with a 15% compounding floor needs $200 million back in five years, and all of it sits ahead of the producers holding common equity. Bill Johnson grew Liberty to $250 million in revenue in seven and a half years without taking on any equity. He explains why Liberty sits out auctions and how Goldman's preferred position in the Newfront sale to Willis crammed down common shareholders. He breaks down a pro forma move PE firms accept: cut an owner's $600,000 pay to a $150,000 salary, then ask for a 10 or 11 multiple on the difference. And he owns Liberty's mistake. After growing too fast, Liberty paused M&A in 2023 at about $150 million in revenue to build systems and upgrade leadership. Liberty's fix was a pre-close integration roadmap, built to integrate each deal within 60 to 90 days. That only holds when diligence and integration plans live in one place. See how Liberty built a single source of M&A truth with DealRoom and recorded $200K cost savings in the first year: read the case study here.
#432
September 10 · 50 min
Why M&A Integration Fails Without Leadership Enablement
Kim Jones, HR Director of M&A One acquired CEO slowed his own deal by a month or two to lock down customer commitments and build relationships with buyer leadership. At announcement, employees clapped. Kim Jones has spent over a decade as an HR deal lead at large tech companies, from single-employee acqui-hires to acquisitions bringing in thousands. The deals that integrated smoothly, she says, were the ones where leaders on both sides were enabled early. Process gets compliance. Trust gets advocacy. Kim explains how closing fast without a plan creates integration debt, why "you'll run independent" needs a shared definition, and why integration should start at LOI. She also covers honest retention conversations, a quarterly org council for tracking talent, and an employee uprising over butterscotch Life Savers. Integration debt builds when the deal thesis and diligence findings never become a plan leaders can carry. DealRoom keeps diligence and integration planning in one connected platform, so the plan exists before close. See how Wipfli runs both in DealRoom, where across its last three transactions not a single person from the incoming firm asked for training: here.
#431
September 3 · 53 min
The Seller's Power Shift: How to Defend Valuation After the LOI
Praveen Ghanta, Founder and CEO of DevHawk Twenty-four hours before diligence expired, the buyer's board came back and cut the offer by almost 50%. Praveen Ghanta bootstrapped HiddenLevers to over $8M ARR at 52% EBITDA and signed an LOI at 16x ARR. Then a $2M enterprise contract with TD slipped, and the private equity owners behind the buyer, Orion, took an ax to the price. Praveen walks through three rounds of renegotiation, setting a walkaway number, and landing around $130M with a small earn-out. He also covers what to define in the LOI before exclusivity, how he cut a $600K sales tax claim to about $100K line by line, and an integration lesson every buyer should hear: his team shipped at two to three times the acquirer's engineering velocity, and that dropped 70% after close. Praveen's technical integration worked because it was mapped during diligence and tied to the earn-out. Sales integration wasn't, and his team lost control on day one. See how SPS Commerce uses DealRoom to carry diligence decisions through to integration: here.
#430
August 27 · 51 min
The Discount Is the Wrong Question in Private Equity Secondaries
Richard Chow, Partner at PJT Partners (NYSE: PJT) Everyone asks the same first question in a secondaries deal: what's the discount. Richard Chow, a partner at PJT Partners who has sat on every side of this market as an LP, a buyer, a portfolio manager at Abu Dhabi's sovereign wealth fund, and now an advisor, says that question misses the point. Chow traces how secondary market volume grew from roughly $10 billion a year in the early 2000s to more than $250 billion today, and lays out what a buyer should actually underwrite instead: the buyer's own cost of capital, how much upside is left in the asset, and where the proceeds go next. He also breaks down how managers mismarket IRR to retail investors using day-one discount math, and the SpaceX valuation call that taught him secondary buyers can rarely see past two years. Chow's advice holds outside secondaries too: don't anchor a decision on one number and skip the strategic picture. DealRoom's Buyer-Led M&A™ framework gives corporate development teams a structured way to drive strategy, alignment, and value creation from day one instead of reacting deal by deal. See the five pillars: Link here.
#429
August 20 · 54 min
How to Finance Acquisitions Without Giving Up Equity
Bill Stone, Founder and CEO of SS&C "If you end up diluting yourself with equity raises or other things… you're not an owner anymore, you're an employee." Bill Stone has closed about 100 acquisitions at SS&C Technologies since 1986, and he still owns roughly 15% of the company. Bill walks Kison Patel through how he financed that run mostly with debt. That includes the Carlyle take-private, where his own board voted unanimously to go public again and it didn't matter, because Carlyle held 70%. He also covers the screens SS&C applies to every target and the mechanics behind the FMC, GlobeOp, and Blue Prism takeovers. Bill pulled out of a deal a couple of weeks before close when the seller's revenue came in 10% lower than stated. His next question was what else they weren't telling him. DealRoom, the AI-powered operating system for Buyer-Led M&A™, keeps every diligence request, response, and finding in one secure workspace, and carries those findings into the integration plan. See how it works: here.
#428
August 13 · 43 min
Where AI Actually Helps and Fails in M&A Legal Work
Aaron Binstock, Partner, Co-Head of Private Equity Practice at Cooley LLP Aaron walks Kison Patel through where AI earns its keep in M&A legal work. It drafts well on a single provision, struggles with a full 80-page markup, catches defined-term errors, and benchmarks a repeat client's past deals. Its issues lists overreach, flagging who serves as independent accountant. He shares his reverse prompt ("Is there anything else I can tell you?"), how Cooley handles clients who opt out of AI, and why diligence can now cover all 10,000 contracts instead of the top 100. Bottom line: AI owns nothing. The lawyer owns the result. AI can pull change of control language out of a data room, but someone still checks every chart, and sellers want to know who sees their documents. DealRoom keeps diligence requests, documents, and permissions in one place. IVC Evidensia's result: review time cut from 30 minutes to 2. https://dealroom.net/case-studies/how-ivc-evidensia-executes-300-plus-roll-ups-per-year-with-dealroom?utm_source=libsyn&utm_medium=podcast&utm_campaign=ep428-show-notes
#427
August 6 · 49 min
The Back-Office Surprises Nobody Warned You About When Going Global
Jennifer Lipschultz, Sr. Director Merger & Acquisition Integration and Corporate Project Management Due diligence said the target's employees were fluent in English. Six months after close, Jennifer Lipschultz was approving funding for business English classes. Lipschultz, Senior Director of M&A Integration and Corporate Project Management at ECI Software Solutions, has run integration on 20-plus acquisitions across the Netherlands, Germany, India, and Sweden. She covers the back-office surprises standard diligence misses: English proficiency that doesn't carry over between acquisitions in the same country, a German go-live that required translating the website, support portal, and billing systems on the same day, and works council negotiations to harmonize benefits across entities. Every surprise means coordinating payroll, HR, IT, and legal on one timeline, deal after deal. Lipschultz's point about herding payroll, HR, IT, and legal onto one timeline for every cross-border deal is the problem DealRoom Integration was built for: diligence findings and task owners carry straight into the integration plan, with dependencies that adjust automatically so one missed handoff doesn't blow the go-live date. DealRoom customers see a 50% reduction in people-hours per deal. See how it works: click here.
#426
July 29 · 56 min
How to Structure an Acquihire Deal in the AI Talent Race
Derek Liu, M&A Partner at Baker McKenzie Acquihires used to be priced at roughly a million dollars per engineer. Now buyers pay hundreds of millions, sometimes billions, for a team, and the old deal structures can't carry that weight. Derek Liu, M&A Partner at Baker McKenzie, explains why tax leakage is pushing these deals back to stock purchases, so you inherit the whole company when you only wanted the people. Diligence flips with it: less time protecting IP, more time validating engineers before signing and planning how to exit what you don't need. He also covers why some acquirers now ask founders to revest 100% of their proceeds. "We're not paying you for what you've already built." Derek's clients keep asking, "What's taking so long? All we want are the people." Part of the answer is wind-down diligence: which customer contracts you can exit, and which roles have to go before close. DealRoom Diligence lets you create, assign, and track every one of those requests in one workspace, built to "reduce your due diligence time by 50% by centralizing your diligence process." See how it works: click here
#425
July 23 · 46 min
What Buyers Want from Bankers and Founders
Andrew Morbitzer, VP of Corporate Development, Life360 (ASX: 360) Inbound deals have an "infinitesimally small chance" of landing on a buyer's shortlist of two or three targets. Andrew Morbitzer led more than $2 billion in acquisitions at Intuit and GoDaddy, worked the sell side as an advisor, and now runs corp dev at Life360 as a team of one. He explains why most teasers bounce ("It's all about them. It's not about me.") and what earns meetings two, three, and four: a pitch tailored to each buyer, built from investor updates, earnings calls, and the CEO's own words on stage. He also walks through a deal, backed by a two-year founder relationship, that fell apart after a top-five bank sent a data-sheet teaser. The business was losing more money on every new customer. His team spent seven days in raw data to find that, and Andrew says AI with access to the data would find it in minutes. DealRoom MCP connects Claude, ChatGPT, Copilot, or Gemini to your live deal data, so your AI can analyze diligence documents and write findings back with source citations. See how it works: click here
#424
July 16 · 44 min
220 Deals. One Playbook. How to Scale M&A Without Losing Control
Shawn Rodricks, Head of M&A - Independent Consultant "I can be the best corp dev individual in the world. I get my integrations wrong, I've lost the transaction." Shawn Rodricks learned that in year one at Amerivet Veterinary Partners, when he rushed integration on a late deal, left the banking with the seller, and the funds became hard to track. Shawn has closed about 220 acquisitions across Rexall and Amerivet, at times three to five a week. He breaks down the operating model behind that pace: a cross-department playbook that names the task, owner, and timeline for every stage, a closing-week SWAT team for when deals stack up, a probability-weighted pipeline that tells finance when to fund, and a clear line between what must be integrated before close and what can wait. Shawn's rule is that a playbook has to "live and breathe with every transaction." IVC Evidensia, a veterinary roll-up running repeatable diligence processes and centralized deal tracking in DealRoom, completed 56 deals in a single month. See how they run it: click here
#423
July 9 · 49 min
How to Build a Deal Model That Beats PE on Price
Jeremy Segal, Executive Vice President of Corporate Development, Progress (NASDAQ: PRGS) Progress beat several reputable PE firms for Chef without paying more. The edge was a cost model PE couldn't copy: Chef's expensive engineers moved to Progress's Bangalore center of excellence, and its field sales team shifted to an inside sales motion. Jeremy Segal has done close to 50 acquisitions over 25-plus years. He breaks down how Progress models cost synergies before LOI using only what it can execute with high confidence. He explains why Progress won't retrade after signing unless the numbers prove materially different, and the "orange flag" system that sends diligence friction straight to the CEO and CFO. He also covers the ShareFile carve-out, retention when a target's IPO hopes fall through, and why private valuations still haven't caught up to public markets. Jeremy's first orange flag is basic information requests that sit unanswered for two or three weeks. DealRoom Diligence tracks every request, owner, and deadline for your team and the seller in one place, with automated status alerts, so a stalled request shows up long before week three. See how it works: click here
#422
July 2 · 58 min
The People You Lose in M&A: Key Talent Retention Before Close
Haseeb Jawad, VP and Head of Corporate Development, Commvault (NASDAQ: CVLT) Most acquirers build retention around the bonus. Haseeb Jawad puts money third. His order is heart, brain, then pocket: win people through your actions from Day 1, convince them with a better-together story you actually believe, then get the financial package right. Even that can backfire. He shares how a delayed retention payment, caught up in payroll processing, undercut the goodwill his team had built. Haseeb runs a lean corp dev team at Commvault that owns deals from sourcing through integration, and he leads the IMO himself. That keeps the business case honest: if he models an IT or headcount synergy, he has to deliver it. He also makes the case for employee-by-employee diligence after LOI instead of treating people as an Excel line item. Haseeb's rule is that every business case assumption needs an operational plan behind it. DealRoom's Synergy Tracker is built for that: define each synergy, tie it to an owner, a value, and a date, and link it to the integration plan so you can track what gets realized after close. Click here to learn more.

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