M&A Science

Latest Episodes:

Balancing Legal and Business Concerns in M&A Transactions Dec 11, 2017

Show notes

"Are you doing things that could be perceived negatively that would create a higher bar for that next acquisition? Those things can come back and haunt you"

Scott Hile is an M&A professional with two decades of experience. He also teaches Entrepreneurial Law and Global Business Transactions in Clemson University's MBA Program.

0:00 - 5:05 Prioritizing investment and legal concerns during due diligence

5:00 - 8:40 Focusing on value drivers

8:40 - 10:50 Presenting risks to sellers

11:55 - 15:35 Legal team battles

15:35 - 17:00 Planning for integration during due diligence

17:00 - 19:05 Accounting for integration costs

19:05 - 25:25 International transaction challenges

25:25 - 32:41 Validating for cultural fit

32:41 - 38:30 Score-carding synergies

38:40-end The importance of patience

How Empathy Makes Mergers and Acquisitions Successful Sep 15, 2017

Show notes

"This is the first time I've been acquired by a company that felt like it had a soul." That's what John Derusso was told after leading an integration. John is the Director of Corporate Development Integration with Cisco Systems and has been for the past four years.

0:00-0:10 John's background with Cisco and supply chain

0:13-2:12 Successful acquisitions

2:12-6:42 Retaining people

6:42-9:36 Big picture view of integration

9:36-13:30 Excitement and adrenaline in integration (step-by-step process)

13:30-20:21 Planning considerations, diligence, and key indicators of success

24:22-30:20 Taking care of customers

30:20-42:19 Complexity, decision-making, and communication

42:19-46:37 Degree of integration (depth and speed)

46:37-52:25 Difficult aspects of integration

52:25-End Lifetime lessons learned and key traits

M&A Science by Kison Patel (kison@dealroom.net)

DealRoom: Data Science and AI for M&A (www.dealroom.net)

How You Survive an Unprofitable Business Sep 15, 2017

Show notes

Sean Peace has a captivating story to tell about selling and exiting an unprofitable business in a unique niche: a fintech startup dealing with entertainment in the Southeast. In 2013, he founded Royalty Exchange, an auction marketplace selling music royalty streams as memorabilia to the highest bidding fans. After two years and $100K in revenue, the company landed $2 million in venture capital financing to accelerate their growth – or so they thought.

0:20 – 2:22 Background on SongVest leading up to Royalty Exchange business idea

2:23 – 3:49 Formation of Royalty Exchange and running it for the first 2 years

3:50 – 6:41 Attracting first $2M venture capital injection and how funds were invested

6:42 – 11:10 Pivot point to switch marketing strategy when proven ineffective

12:06 – 16:50 Deciding to exit and splitting sale of company to two buyers

16:51 – 19:13 Finding buyers without hiring an advisor & paying down debts

19:14 – 25:17 Discussing deal surprises and lessons learned

25:18 – 27:01 Sean answering would he start another company and raise from VCs again

M&A Science by Kison Patel (kison@dealroom.net)

DealRoom: Data Science and AI for M&A (www.dealroom.net)

Advice on Hiring M&A Advisors Sep 15, 2017

Show notes

As former VP at Huron Capital, Mark Miller is very familiar with the start-to-finish private equity process. He's responsible for transaction teams involved in all aspects of deal sourcing, execution, and portfolio management. Mark has a wealth of experience executing deals on the buy side – managing due diligence, negotiating legal documents, setting the ultimate capital structure, and lining up financial documentation.

0:00 – 2:18 Summary of Mark's background

2:19 – 5:18 Worse thing that could happen during a deal

5:19 – 7:24 Steps to first start planning for an exit

7:25 – 11:14 Setting up strategic initiatives from Day 1

11:15 – 18:49 Selecting advisors for the deal

18:50 – 25:24 Sanity checking valuations

25:25 – 28:02 Where advisors differentiate themselves / customizing their process & outreach

28:03 – 32:45 The important of valuations and certainty to close

32:46 – 35:33 Buyer engagement and deal rooms

35:34 – 37:07 Post-closing transactual obligations

37:08 – 39:43 Biggest challenges of process

39:44 – 42:25 Unburdening management team

42:26 - 46:50 Most important lessons learned

46:51 - 51:43 Tackling deal hiccups, touch decisions, and sell vs. hold scenarios

51:44 – 52:56 Considerations for future process improvements

M&A Science by Kison Patel (kison@dealroom.net)

DealRoom: Data Science and AI for M&A (www.dealroom.net)

Bolt-on Acquisitions from an Expert's Point of View Sep 15, 2017

Show notes

As a professional with 29 years' experience in M&A corporate development, financial operations, and management, Paul Tennola, CFO of Paynet, is an expert when it comes to M&A. In addition to his experience with Paynet, Paul has worked with TransUnion, Wolters Kluwer, and SunGard. He has looked at over 1000 companies, successfully leading and closing more than 50 transactions. He believes M&A is a great way to augment growth.

0:00-1:10 Paul's experience with Paynet, TransUnion, Wolters Kluwer, and SunGard

1:10-7:00 Bolt-on transactions versus platform transactions

7:00-10:30 Synergies: Financial/revenue and operational

10:30-14:05 Cultural fit and workarounds

14:05-18:00 Negotiation and strategies

18:00-21:40 Top factors during diligence

21:40-28:10 Deals that fall apart and surprises during diligence

28:10-33:14 Post-closing surprises and PMI

33:14-37:33 International transactions

37:33-40:05 Biggest lessons learned

mascience.com

DealRoom: Data Science and AI for M&A (www.dealroom.net)

Important Sell Side M&A Process Lessons Sep 15, 2017

Show notes

In 2005, Vamsi started his own company focused on data compliance for the pharmaceutical industry. His company provided technology to support clinical trials to the FDA. "I like to build companies, but I also like change. [After five years], I thought about selling the company and rolling it up into a publicly listed company." He sold it in 2010 and moved to India to pursue new opportunities. While the sale was smooth, there were numerous post-sale challenges. "They basically ran down the company within 18 months."

0:00 – 4:03 Vamsi's background at Deloitte, Pfizer, Merrill Lynch

4:04 – 6:27 Acquiring Clinovo (how found and why chose over others)

6:28 – 9:24 Due diligence process as a buyer

9:25 – 11:24 Issues that came up during diligence process

11:25 – 13:39 Working with the investment banker

13:40 – 14:19 Interaction with seller prior to closing

14:20 – 19:19 Challenges with integration

19:20 – 21:55 Lessons learned and post-closing challenges

21:56 – 23:05 Lessons from the sell side

23:06 – 23:38 What's on the horizon

M&A Science by Kison Patel (kison@dealroom.net)

DealRoom: Data Science and AI for M&A (www.dealroom.net)

Key Private Equity Criteria for Prosperous M&A Sep 15, 2017

Show notes

Greg DellaFranco is currently a Senior Manager of Corporate Development at Deloitte Consulting. Prior to joining Deloitte, he served as Director of Corporate Development at KPMG. When combined with 16 years in corporate development, corporate strategy, new venture creation, and alliance roles at Accenture, Greg has valuable M&A insight to share.

0:48 – 1:43 Greg's background in corporate development

1:44 – 4:08 Differences in perspective between corp dev and private equity

3:21 – 6:13 Value proposition of selling to a strategic buyer

5:26 – 7:17 Transacting with businesses looking to exit

6:30 – 8:58 Key preparation for due diligence process

8:11 – 11:01 Top issues that frequently arise

10:14 – 16:42 Effectively managing the process

15:55 – 19:23 Deal breakers that pop up during due diligence

18:36 – 24:13 Greg's strategies for the integration process

23:26 – 28:04 Most challenging aspects of integration

27:17 – 34:15 Challenges and integrations gone wrong

33:28 – 37:37 Biggest lessons learned and the future of M&A

M&A Science by Kison Patel (kison@dealroom.net)

DealRoom: Data Science and AI for M&A (www.dealroom.net)

Why Decisive Communication is Vital for a Successful Integration Mar 23, 2017

Show notes

Jeremie originally started his career at Goldman Sachs and spent time in investment banking focused on equities, equity sales, and trading. He has experience on both sides of M&A, as an acquirer and "acquiree," and says the deals he has seen in the past 10 years – some successful, others not – have changed his perspective on M&A.

0:00 – 2:12 Jeremie's background in SaaS and investment banking

2:13 – 5:52 The value of focusing on giving in M&A transactions

5:53 – 11:40 Importance of pre-diligence diligence

11:41 - 14:12 Example of a deal not closed

14:13 – 15:50 Allocating resources and labor pool decisions

15:51 – 19:14 Advantages of quick integration

19:15 – 25:29 Painful lessons

25:30 – 30:57 How to use advisors

30:58 – 36: 11 How to pick a banker

36:12 – 41:33 Differences and clashes in culture

41:34 – 46:27 Setting up a deal framework

46:28 – 51:05 Facilitating good communication

51:06 – 52:22 Importance of prioritization

52:23 – 54:54 Lessons learned

M&A Science by Kison Patel (kison@dealroom.net)

DealRoom: Data Science and AI for M&A (www.dealroom.net)

How Strong Relationships Lead to Successful M&A Feb 07, 2017

Show notes

In this interview, we touch on a range of topics from how Scott handles hurdles to post-closing surprises, deal disasters to integration management, and ultimately, the keys to running a successful process.

00:00 - 00:40 Intro

00:40 - 04:25 Scott's corporate development background

04:25 - 06:36 Small vs large transactions

06:36 - 12:25 Diligence lessons learned

12:25 - 17:55 Walking away from deals

17:55 - 19:53 Post closing surprises

19:53 - 25:08 Bad deals

25:08 - 32:08 Post merger integration

32:08 - 36:26 Key lessons learned

M&A Science by Kison Patel (kison@dealroom.net)

DealRoom: Data Science and AI for M&A (www.dealroom.net)

The Importance of Conducting a Quality of Earnings in M&A Feb 01, 2017

Show notes

Andrew Jordan is a Principal at Riveron Consulting where he provides transaction advisory services. He's had his hand in mergers and acquisitions for the last 8 years and has incredible insight regarding quality of earnings (Q of E) and M&A deals.

Show Notes:

0:00 – 0:47 Summary of Andrew's background

0:48 – 5:44 Advantages to sellers doing Quality of Earnings (Q of E) analysis

5:45 – 6:51 When to get buyers involved in process

6:52 – 9:51 Biggest challenge from financial accounting due diligence process

9:52 – 10:39 Particular strategies to overcome data challenges

10:40 – 19:19 Interesting and extreme expense item discoveries

19:20 – 25:38 Evaluating Q of E adjustments

25:39 – 26:30 How see diligence process evolving

26:31 – 27:27 Assuring proper controls, both in and outside of Q of E analysis

27:28 – 32:03 Key lessons learned

M&A Science by Kison Patel (kison@dealroom.net)