M&A Science

Latest Episodes:

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

Show notes

Dan Caruso, Managing Director, Caruso Ventures; Founding CEO of Zayo Group

Zayo never had budgets. For 14 years, Dan Caruso ran the company on a question most management teams can't answer: how much value did we actually create this quarter?

In Part 2, Dan explains his equity value creation model. He takes the math PE firms use to value portfolio companies, adjusts for debt and new capital, and tracks the result as a live IRR. That number replaced negotiated budgets and drove bonuses and promotions. It compounded value at roughly 40% a year, taking Zayo from $1 billion to $8.5 billion. It also told him when to sell. Once 40% slid toward single digits, he became a seller.

Dan also covers why he'd come back with a lower offer in a negotiation, why Zayo held every acquisition to one culture, the IPO equity mistake that cost him his core team, and how he built a competing bid when the buyer group tried to retrade.

Dan's other edge was data. Zayo ran sales, provisioning and billing in one system, so work moved to the next stage instead of being handed between tools, and that gave Zayo its edge in synergies. DealRoom brings the same idea to M&A, with pipeline, diligence and integration planning on one platform and a 50% reduction in people-hours per deal. See how it works: click here.

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

Show notes

Dan Caruso, Managing Director, Caruso Ventures; Founding CEO of Zayo Group

About $1 billion of equity went into Zayo across roughly 45 deals. When it sold, that equity was worth $8.5 billion, at a middle-of-the-road 12 times EBITDA. Dan Caruso calls that authentic value creation, and he watched the other kind in the WorldCom era.

In Part 1, Dan breaks down the Zayo thesis: "fiber orphans" run by "accidental owners" that no banker was calling. He explains why about 80% of his deals were proprietary, how a fully financed offer in a sealed envelope won AboveNet, and why boards that track each acquisition separately end up delaying the synergies they paid for.

Then there's his integration rule: "We are not going to debate it for six months. We have already made that decision."

Dan's refusal to spend months debating whose system wins is the problem DealRoom Integration was built for. Turn diligence findings into an integration plan before close, and carry workstreams, owners, and synergy targets into Day 1, so the next deal isn't stuck waiting on the last one. See how it works: click here.

Cross-Border M&A: Doing Deals in Latin America Mar 26, 2026

Show notes

Rodrigo Dominguez Sotomayor, Partner at White & Case LLP

A billion-dollar deal died a week before signing over 40% versus 42%. A private equity fund retraded valuation after months of negotiation, and the two brothers who owned the company walked away.

Rodrigo Dominguez of White & Case LLP explains what changes when U.S. buyers do deals in Latin America. Antitrust is a consent regime, so closing can wait three to nine months for approval. With no at-will employment, post-close severance has to be modeled from the outset.

Title diligence runs through notaries and chains of title going back 100 years or more. Rodrigo also shares his six or seven hours with a union leader in Juárez, and why showing up to a LatAm auction without reps and warranties insurance is now a disadvantage.

Rodrigo's description of title review, working through old surveys and historical deeds for a pipeline spanning hundreds of miles, is the document-heavy diligence DealRoom was built for. DealRoom Diligence puts requests, the data room, and AI document analysis in one place, and can reduce document analysis time by up to 80%. See how it works: click here.

Partnering Before Purchasing: How Booz Allen Wins Proprietary Deals Early Mar 19, 2026

Show notes

Chrissy Cox, VP & Head of Corporate Development, Booz Allen Hamilton

"If we get a banker inbound for a company and we've never heard of it before... it's probably too late." That's Chrissy Cox's rule at Booz Allen Hamilton. It's also why about 80% of the firm's deals involve a company it already had a relationship or partnership with.

Chrissy explains how her team maps capability gaps with market leaders, looks at hundreds of companies a year, and keeps targets on a watch list until they're actionable. Liberty IT sat on that list for years before a proprietary deal. She also covers testing culture from the first meeting (including the CEO answer that ended a process on the spot), what made the PAR Government carve-out hard, and why one market leader now owns each integration.

Chrissy's team pulls business leaders, bankers, and PE portfolios together "to create one pipeline," and she's clear it can't be "1-inch deep." DealRoom Pipeline keeps every target, deal note, contact, and email in one view, with PitchBook data flowing in automatically. See how it works: click here.

Cultural Fit Over EBITDA: How Salas O'Brien Built a 30-Merger Program Without a Single Failure Mar 12, 2026

Show notes

Nathan Rust, Senior VP of Corporate Development, Salas O'Brien

More than 30 mergers in three years. A 100 percent success rate. And a first diligence list that's just 10 questions long.

Nathan Rust runs corporate development at Salas O'Brien with a team of three. They look at more than 200 opportunities a year, and fewer than a third get past the first call. That screen happens before anyone talks price. It checks three things: will the leaders stay for the long term, do they love the work, and would you go to dinner with them and their spouse?

Nathan also explains why he gives every prospective seller the contact details of every past merger leader, and why 20 to 40 percent of the price rolls into equity. He covers why his team won't retrade a deal after the LOI. The result: 93 percent of shareholders from 15 years of mergers are still with the company.

Most buyers send a 500-question list where every item is marked top priority. Nathan sends 10. DealRoom Diligence helps you build a focused request list, assign each item to the seller and track it in one workspace, then save it as a template for the next deal. Centralizing the process can "reduce your due diligence time by 50%." See how it works: click here.

Cross-Border M&A: How to Do Deals in Italy with Mauro Sambati and Donato Romano Mar 05, 2026

Show notes

Mauro Sambati, Partner – Gianni & Origoni

Donato Romano, Partner – Gianni & Origoni

In 2022, the Italian government ordered a 2018 deal undone. A Hong Kong company owned by a Chinese conglomerate had bought 75% of an Italian drone maker without complying with Italy's Golden Power rules, and the shares went back to the original seller.

Mauro Sambati and Donato Romano, partners at Gianni & Origoni, explain what foreign buyers need to get right in Italy. They cover how Golden Power reviews now stack on top of EU merger control, and why clearance belongs in the SPA as a condition precedent instead of a post-closing filing. They also explain why lockbox structures now rival closing accounts, why Italian earnouts stay simple and short, and how strict labor rules shape any restructuring plan. Plus: how Japanese, Korean, UK and US buyers negotiate differently, and why time spent building trust with founders is time invested.

Mauro's point about running regulatory analysis alongside financial and legal diligence, and Donato's about putting the Golden Power filing on the transaction checklist, describe the problem DealRoom Diligence was built for. Every request, owner and finding sits in one place, so a regulatory filing doesn't get lost between workstreams. Reduce your due diligence time by 50% by centralizing your diligence process. Click here to learn more.

Four Questions That Defined a $1 Billion Deal with Robert Lovegrove Feb 26, 2026

Show notes

President & CEO of The ChemQuest Group. Previously, as VP of Corporate Strategy at Milliken & Company

Close to 100 people. Roughly 18 functions running diligence. A checklist of 100-plus items. On the largest deal in Milliken & Company's history, Robert Lovegrove kept all of it anchored to four questions.

Robert, VP Corporate Strategy at Milliken, breaks them down: Is the technology's advantage defensible? Can we live with the customer concentration? Do we believe in the market's growth? Who are the key people, and how do we keep them? He also covers adjacency maps built down to the profit-center level, why Milliken won its two largest deals without being the highest bidder, and the customer awareness study that became non-negotiable after key customer programs wound down within two years of a close.

Robert's warning that a diligence team that size can easily get bogged down is the problem DealRoom Diligence was built for. Requests, owners, and findings sit in one workspace, and the findings list carries straight into the integration plan. See how centralizing diligence can reduce due diligence time by 50%: click here.

Stop Falling in Love with the Deal: Guardrails for High-Volume Acquisitions with Birgitta and Lars Elfversson Feb 19, 2026

Show notes

Birgitta Elfversson, Non-executive director at Netlight Consulting AB

Lars Elfversson, VP/Co-Founder, Netlight Consulting AB

Most deal teams think they're choosing between ten targets and fifty. Lars Elfversson says "it is often two versus fifty." When the list gets that thin, every deal starts to feel like one you can't lose.

Birgitta and Lars have built and governed several roll-up platforms as operators, board members, and investors. They explain how teams drift from their original criteria one acquisition at a time. They also cover why three filters (business type, size, profitability) are enough to build a strong long list, and when a board should spend one of its "silver bullets" to stop a deal. They finish with why most failures after close come down to people, and why "semi-integrating" everything rarely works.

Lars's case for a massive target list, one big enough that weak deals fall away without a fight, is what DealRoom Pipeline was built for. You can track every target against your own criteria with custom fields and stages, and funnel views show where each deal sits. See how it works: click here.

The Next Chapter After 400 Episodes Feb 16, 2026

Show notes

No guest today. No interview. Just Kison talking directly to you.

After 400 episodes and nearly 100 founding members, Kison wanted to give you a real update - where M&A Science has been, what we're building, and where this is going.

In this episode:

Why episodes are moving to Thursdays
How the Intelligence Hub actually works (and why it's better for M&A than ChatGPT)
What's coming next: Buyer-Led M&A Certification and Enterprise Intelligence Hub
Ways to get involved: Membership and the Deal Leader program

If you've been part of this journey, this one's for you.

Ready to join? Become an M&A Scientist: www.mascience.com/membership - $995/year for full access to the Intelligence Hub, live sessions, and practitioner community.

Limited time: Become a member by March 1st, get $100 to the M&A Science shop.

Want to contribute? Become a Deal Leader (20+ deals required): Email kison@mascience.com

Integration Focused M&A: Why Execution Should Inform Strategy Before You Sign Part 2 with Ciprian Stan Feb 09, 2026

Show notes

Ciprian Stan, M&A Integration Manager at SALESIANER Gruppe

Tens of thousands of Excel cells. That's what one target counted in the standard integration plan Ciprian Stan sent them, before asking if he expected them to fill in every one. He didn't. He expected them to cut 80 percent of it.

In part two of this conversation, Ciprian, M&A Integration Manager at SALESIANER Gruppe, makes the case for putting a preliminary integration plan inside the business case before signing, with milestones set for every workstream. He also covers when to build plans top-down versus bottom-up, why sellers often tell buyers what they think will close the deal, how an overlapping acquisition can wreck an earnout seller's trust, and why he doesn't trust AI with real power yet.

Ciprian's rule is simple: the integration plan exists before you sign, not on day one. DealRoom Integration lets your integration team plan from live diligence findings, then carries workstreams, owners, and synergy targets into Day 1. See how it works: click here.

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