M&A Science

Latest Episodes:

Think Like a Buyer: Valuation & Deal Structuring with Javier Enrile Aug 25, 2025

Show notes

Javier Enrile, Managing Director of M&A at TIAA In this episode, he breaks down the art and science of thinking like a strategic buyer—from building proprietary deal pipelines through relationship-first sourcing to using sophisticated valuation techniques that separate intrinsic value from market noise. Javier reveals why patient relationship building beats aggressive auction processes, how to structure deals that protect against downside risk, and the critical integration between valuation, diligence, and deal structuring that separates successful acquirers from the rest. Things you will learn:

How to build proprietary deal flow through relationship-first sourcing that creates competitive advantages over auction processes
The framework for separating standalone intrinsic value from synergy premiums using DCF analysis, especially in cross-border situations
Deal structuring tools like priority returns, earnouts, and rep & warranty policies that protect buyers when deals underperform

_____________ Today's episode of the M&A Science Podcast is brought to you by Grata!

Grata is the leading private market dealmaking platform. With its best-in-class AI workflows and investment-grade data, Grata helps investors, advisors, and strategic acquirers effortlessly discover, research, and connect with potential targets — all in one sleek, user-friendly interface. Visit grata.com to learn more.

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M&A Doesn't Have to Be So Painful 💔🥀

Get Optimized with DealRoom DealRoom helps corporate development teams take control—streamlining diligence, syncing integration, and eliminating the back-and-forth.

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

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Episode Timestamps: [00:02:30] From Sell-Side to Buy-Side – Why strategic M&A combines PE rigor with strategic thinking

[00:08:00] Strategy Before Deals – The three-step framework for aligning inorganic growth with business strategy

[00:12:00] Building Proprietary Pipeline – Relationship-first sourcing and managing 10-20 active targets effectively [00:20:30] Valuation Methodology Deep Dive – DCF vs. comps and why intrinsic value drives better decisions

[00:25:00] Cross-Border Valuation Complexity – Modeling currency risk and geopolitical premiums in international deals

[00:29:00] Deal Structuring for Risk Management – Priority returns, earnouts, and protecting against downside scenarios

[00:39:30] The Integration Feedback Loop – How valuation, diligence, and integration planning inform each other

[00:47:00] When Theory Meets Reality – A negotiation story about rational assumptions and irrational responses

Founder Exit Strategy: Xavier Gury on M&A Deal Terms vs Valuation Aug 18, 2025

Show notes

Xavier Gury, Founding Partner at Wind Xavier Gury, founding partner at Wind venture capital firm, brings a unique triple perspective to M&A: serial entrepreneur, acquisition target, and now investor. In this episode, Xavier unpacks the critical lessons from his three successful exits, including one transformative deal with Publicis, where he structured a performance-based earnout that prioritized terms over upfront valuation. The conversation reveals why 90% of the deal value came through earnout performance, how to align teams during integration, and the strategic mistakes buyers make when acquiring founder-led companies. M&A professionals will learn practical frameworks for structuring deals that actually work post-close. Things You'll Learn

Why deal terms matter more than valuation – and how Xavier structured an earnout where only 10% was paid upfront
The "yin yang" principle for balanced M&A deals that create value for both buyer and seller
How to incentivize key employees during earnout periods to ensure alignment and execution success

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Today's episode of the M&A Science Podcast is brought to you by Grata!

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M&A Doesn't Have to Be So Painful 💔🥀 Get Optimized with DealRoom DealRoom helps corporate development teams take control—streamlining diligence, syncing integration, and eliminating the back-and-forth. 👉 Learn how you can run a repeatable, buyer-led process

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Episode Chapters

[00:02:00] Xavier's unconventional path from teaching AltaVista to founding startups

[00:08:30] How a 10-person company acquired a 100-person competitor during market consolidation

[00:14:00] Timing the Publicis Exit – Why selling to the "worst" digital player created the biggest value creation opportunity

[00:18:00] How market timing generated 5x vs 12x EBITDA multiples from different buyer types

[00:21:30] Breaking down the deal where upfront payment was only 10% of total value

[00:26:00] The equity strategy that made earnout management effortless

[00:31:00] The Yin Yang M&A Principle – Why balanced deals create 1+1=3 value instead of destroying it

[00:38:00] How VCs navigate the schizophrenic nature of investment lifecycle

[00:43:00] Terms vs Valuation Deep Dive

[00:47:00] The $50 Billion Mistake Questions, comments, concerns?Follow Kison Patel for behind-the-scenes insights on modern M&A.

M&A Execution: Strategy from Skadden Expert Arash Attar-Rezvani Aug 11, 2025

Show notes

Arash Attar-Rezvani - M&A Partner, Skadden, Arps, Slate, Meagher & Flom LLP

In part two of this masterclass conversation, Arash Attar-Rezvani gets into the execution challenges that separate successful M&A practitioners from the rest. From deconstructing French labor consultation myths to revealing how AI will reshape legal advisory models, this segment delivers actionable frameworks for advanced deal execution.

Things You'll Learn

How to structure aggressive workforce reduction plans within French labor laws and turn compliance into deal terms
The psychology of cross-cultural deal-making and why listening trumps being the loudest voice in the room
How AI will reshape M&A legal services and why success fees may replace hourly billing

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📅 Join Me at the Inside the Deal Session on August 14th! 📅

See how US Heart & Vascular scaled M&A with DealRoom on August 14th,11am EST

Learn how to consolidate diligence across vendors, the simple system they use to hit deadlines, and how they cut weeks off close timelines, without burning out the team.

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[00:33:00] French Labor Law Reality – Why employment consultation is easier than American buyers think [00:36:00] Aggressive Cost Synergy Planning – How to structure 40% workforce reductions within European frameworks [00:40:00] Cross-Cultural Negotiation Mastery – Reading the room and adapting communication styles for French business culture [00:47:00] Defining High-Stakes Transactions – Why people's livelihoods matter more than dollar amounts in deal significance [00:51:30] First-of-Kind Deal Innovation – Creating the Luxembourg/Hong Kong take-private structure when no legal path existed [00:55:30] AI's Impact on Legal Advisory – How automation will force fee model evolution and reshape junior lawyer training [01:01:30] Deal Structure Evolution – From SPACs boom-bust to emerging PE club deals and earnout complications [01:06:30] Partnership Career Strategy – Why obsessing over partnership tracks derails early career development [01:10:00] Integrity Under Pressure – Handling government interference and corruption while maintaining client relationships

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

Cross-Border M&A Strategy: Navigating Complex International Deals with Arash Attar-Rezvani Aug 04, 2025

Show notes

Arash Attar-Rezvani - M&A Partner, Skadden, Arps, Slate, Meagher & Flom LLP

Arash Attar-Rezvani, M&A Partner at Skadden based in Paris, brings over two decades of cross-border M&A strategy experience to this in-depth conversation. From billion-dollar telecom deals across Latin America to luxury brand acquisitions spanning multiple jurisdictions, Arash reveals the hidden complexities that make international M&A uniquely challenging. M&A professionals will learn how to structure deals across incompatible legal systems, navigate emerging regulatory landscapes, and build the trust essential for successful cross-border transactions.

Things you will learn:

How to identify and manage multiple antitrust and national security clearances across jurisdictions with varying sophistication levels
Why smaller transactions often require more innovation than billion-dollar deals, and how to build structures when no legal playbook exists
The psychology behind cross-border deal-making and why trust trumps even the most ironclad contracts

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How One Small M&A Team is Closing 8 Deals This Year

See how US Heart & Vascular is running faster, cleaner deals using Buyer-Led M&A™ and DealRoom. Join Kison in the live session on August 14 at 11am EST.

👉Register now at dealroom.net/insidethedeal

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Episode Chapters

[00:02:30] International Legal Foundation – Arash's multicultural background and path to cross-border M&A expertise

[00:06:00] Deal Size vs. Complexity – Why Smaller Founder-Led Acquisitions Present Unique Structural Challenges

[00:14:30] Strategic M&A Motivations – The full spectrum of acquisition rationales from geography to technology

[00:18:30] Building Long-Term Client Relationships – The trusted advisor model and its impact on deal success

[00:21:00] Cross-Border Regulatory Landscape – GDPR, Cloud Act, and the proliferation of national security reviews

[00:28:00] Managing Multiple Jurisdictions – How to prevent small markets from derailing global transactions

[00:33:00] French M&A Environment – Labor consultation requirements and overcoming cultural prejudices

[00:47:00] High-Stakes Deal Philosophy – Why people, not money, define truly consequential transactions

[00:51:30] Creative Deal Innovation – The first-of-its-kind Luxottica take-private structure across Luxembourg and Hong Kong

[00:57:30] AI's Impact on Legal Services – How technology will reshape M&A advisory and fee structures

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

Building Successful Buy-and-Build Platforms: Alpine's Blueprint for Strategic M&A with Haley Van Cleve Jul 28, 2025

Show notes

Haley Van Cleve, Partner at Alpine Investors

Haley joins us to decode the art of building successful buy-and-build platforms from the ground up. In this episode, Haley walks through Alpine's proven methodology for transforming small $3M EBITDA businesses into $100M+ platforms through strategic M&A and operational excellence. Learn how Alpine's unique talent model, integration-first approach, and buyer-led M&A strategy has driven over 850 deals, including 170 in 2024 alone. Whether you're a corporate development professional or private equity investor, this conversation delivers actionable insights on platform identification, integration best practices, and scaling through acquisitions.

Things you will learn:

Alpine's team-market-business prioritization model for identifying $3M businesses with scaling potential
Building 20-30 day system rollouts upfront to enable high-velocity acquisitions without operational breakdowns
CEO-in-residence programs and profit interest pools that align management for long-term value creation

Episode Chapters

[00:02:30] Alpine's Evolution – From $400M Fund V to $4.5B today with 180+ team members across three offices

[00:04:30] Platform Definition – Why Alpine takes a liberal view of platforms, starting with $3M EBITDA businesses in fragmented markets

[00:07:30] Software vs. Services – Rule of 40 for software deals versus EBITDA-focused services acquisitions and different scaling approaches

[00:13:30] Legal Tech Case Study – Building a $4M revenue time-billing business into a $30M+ platform through four strategic add-ons

[00:16:00] Integration Excellence – People and systems integration within 20-30 days to maintain visibility during high-velocity M&A

[00:22:00] Vision Alignment – Setting clear expectations upfront about system standardization and operational changes before LOI

[00:25:00] Platform Challenges – Overhiring executive teams early and building integration capacity before closing deals

[00:36:00] In-House M&A Teams – When and how to build dedicated M&A functions at portfolio companies for double-digit acquisition strategies

[00:44:00] CEO-in-Residence Program – How Alpine hires executives before finding deals and pairs them with markets for 12+ month searches

[00:49:00] When Deals Go Sideways – COVID impact on K-12 businesses and pivoting M&A strategies when market assumptions prove wrong

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

M&A in Healthcare with John Palusci Jul 21, 2025

Show notes

John Palusci, Former Vice President of Transformation and Strategic Finance, BAYADA

In this episode of M&A Science, John Palusci, former Vice President of Transformation and Strategic Finance at BAYADA, joins Kison Patel to discuss how to build a repeatable, Buyer-Led M&A™ engine within a nonprofit structure. John walks through his journey from IT to finance to corporate development, detailing how he helped scale BAYADA's deal strategy with a focus on long-term value, integration-led diligence, and mission alignment. He shares real lessons from joint ventures, cashless acquisitions, and how to avoid surprises in highly regulated industries like healthcare.

Things you will learn:

How to structure healthcare M&A for long-term mission alignment
What a "conceptual pro forma" is and why it accelerates early deal screening
How to manage integration risk in people-first, regulation-heavy industries

________________________

Sponsored by DealRoom—where M&A chaos meets its match. Your M&A process can so much faster... DealRoom helps corporate development teams take control—streamlining diligence, syncing integration, and eliminating the back-and-forth. 👉 Learn how you can run a repeatable, buyer-led process

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Episode Chapters

[00:01:00] John's unconventional path from IT to M&A leadership

[00:05:00] Running joint ventures with hospital systems

[00:07:30] Third-party valuation in nonprofit deals

[00:10:00] How BAYADA sourced and filtered deals

[00:13:00] Key reasons to kill a healthcare deal early

[00:16:00] How BAYADA transitioned from for-profit to nonprofit

[00:22:30] Standardizing diligence with a conceptual pro forma

[00:27:00] Managing talent transitions in home healthcare

[00:34:00] Cashless deals: how they work and when they're possible

[00:38:30] Integration-led diligence and DealRoom's role in execution

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

The Secrets to Sourcing Proprietary Deals in Private Equity with Ryan Gable Jul 17, 2025

Show notes

Ryan Gable, Managing Partner, BW Forsyth Partners

Ryan discusses how his team uses a hybrid private equity model backed by Barry-Wehmiller to execute people-first, long-term acquisitions. With over 55 deals and zero exits, Forsyth has developed a sourcing and integration playbook that challenges traditional PE norms, focusing instead on trust, cultural alignment, and multi-decade value creation.

Ryan breaks down how to build relationships that convert to proprietary deal flow, structure rollover equity with flexibility, and align seller incentives for lasting outcomes.

Things you will learn:

How to source proprietary deals by building trust with founders and prioritizing cultural fit
Why Forsyth avoids traditional PE norms like over-leveraging and fixed exit timelines
How they structure flexible equity rollovers and provide liquidity without needing to sell

Episode Chapters:

[00:02:00] From Investment Banking to Building Forsyth with Barry-Wehmiller
[00:07:00] Why Barry-Wehmiller Created a New Investment Arm Instead of Scaling Internally
[00:10:00] The Hybrid Equity Model: Strategic Backing + PE Agility
[00:14:30] Rollover Equity and How Forsyth Structures Flexible Liquidity
[00:23:30] From Auction Fatigue to Sourcing Proprietary Deals
[00:26:00] How Forsyth Builds Trust With Sellers (And Wins Deals Off-Market)
[00:31:00] Why Founders Should Think About Selling Before They're Ready to Retire
[00:41:00] Structuring Earnouts that Sellers Actually Want to Hit
[00:49:00] The "Less is More" Approach to Post-Close Integration
[00:56:00] The Future of M&A: Return Expectations, Capital Saturation, and Deal Discipline

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

Why Pendo Buys Startups (And It's Not for Revenue) with Todd Olson Jul 14, 2025

Show notes

Todd Olson, CEO and Co-founder, Pendo

From buying startups to speed up roadmap execution to preserving founder autonomy post-close, Todd breaks down the real levers behind successful acquisitions. This episode dives into how Pendo thinks about M&A without a corporate development team, why it rarely buys for revenue, and how Todd's team avoids common post-close integration mistakes by keeping culture, product, and people at the center.

Things you will learn:

Why speed and product alignment—not revenue—drive most of Pendo's acquisitions
The cost of delaying integration and how Todd learned to fix it
How to retain founder energy post-acquisition without over-relying on cash

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Episode Chapters

[00:04:30] – Taking a buyer-led approach from day one
[00:05:30] – When is the right time to do M&A as a startup?
[00:07:00] – The real reason behind Pendo's first acquisition (spoiler: mobile gap)
[00:10:30] – How the team visit to Tel Aviv sealed the deal
[00:15:00] – Why preserving a legacy tech stack was a painful mistake
[00:19:30] – Walking away from a $1M customer (and why it was worth it)
[00:23:00] – Choosing smaller, simpler teams over "obvious" targets
[00:27:30] – Why AI startups are attractive—but only with the right integration mindset
[00:33:00] – Deal structures that actually retain entrepreneurs
[00:50:00] – Post-close surprises, real value creation, and the "pink wash" trap

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

Why Beacon Created an AI Committee for M&A—and What They're Testing Next (Part 2) with Harrison Thomas Jul 10, 2025

Show notes

Harrison Thomas, Chief Growth Officer at Beacon Specialized Living Services, Inc.

In Part 2 of our conversation, we go deep into how Beacon is operationalizing M&A. Harrison reveals how they reduced their request list by over 65%, why they require third parties to use their DealRoom, and how integration now begins before the deal is even signed. He also dives into the organization's AI roadmap, their internal CRM transformation, and the surprising challenges of acquiring non-profit organizations. If you want a behind-the-scenes look at building a scalable, tech-forward M&A machine in healthcare, don't miss this episode.

Things you will learn:

How to build a centralized M&A system across CRM, diligence, and integration
Why Beacon embeds integration planning before close—and the real cost of waiting
What it takes to acquire and integrate nonprofit healthcare organizations

Episode Chapters

[00:02:30] Using third-party compliance audits and chart reviews in diligence

[00:06:00] Evolving the deal process from relationship-building to IOI to close

[00:12:00] Reducing diligence requests from 474 to 147 using DealRoom

[00:14:00] Enforcing platform accountability for both internal teams and sellers

[00:16:00] Managing deal fatigue and broker feedback in seller-heavy processes

[00:21:00] Beacon's shift from siloed M&A to One Beacon integration strategy

[00:26:00] Running diligence and integration in parallel, starting pre-close

[00:29:30] Valuation risks of integration backlog and how Beacon is addressing it

[00:35:00] Centralizing the full M&A lifecycle—from CRM to integration—in one platform

[0:41:00] How to approach acquiring nonprofit organizations (and why it's worth it)

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

Why Beacon Created an AI Committee for M&A with Harrison Thomas Jul 07, 2025

Show notes

Harrison Thomas, Chief Growth Officer at Beacon Specialized Living Services, Inc.

In Part 1 of our conversation with Harrison Thomas, Chief Growth Officer at Beacon Specialized Living Services, we dive into how one of the largest providers of specialized behavioral health services is rethinking M&A using AI. Harrison shares why Beacon created a dedicated AI committee focused on improving every stage of the deal lifecycle—from sourcing to integration—and what tools and pilots they're exploring right now. If you want a first-hand look at how AI is already changing M&A in healthcare services, this episode is for you.

Things you will learn:

Why creating an AI committee can accelerate innovation in M&A processes.
How AI tools are being piloted to improve diligence, sourcing, and integration planning.
Practical challenges and lessons learned when adopting AI in a complex, people-centric industry.

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Sponsored by DealRoom—where M&A chaos meets its match. Still stuck in spreadsheet hell? DealRoom helps corporate development teams take control—streamlining diligence, syncing integration, and eliminating the back-and-forth. 👉 Learn how you can run a repeatable, buyer-led process

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Episode Chapters

[00:02:00] Why Beacon formed an AI committee specifically for M&A

[00:04:30] Early AI experiments and low-risk pilots to test use cases [00:07:00] How AI is enhancing diligence processes and data analysis [00:09:00] Approaching cultural adoption of AI tools across the deal team [00:11:30] Evaluating vendor solutions vs. building AI tools in-house [00:14:00] Tracking ROI on AI adoption in the M&A process [00:16:00] Ethical considerations and privacy concerns when using AI in healthcare M&A [00:19:00] Overcoming skepticism about AI among senior leadership [00:22:00] Key metrics Beacon is using to measure AI-driven efficiency [00:31:00] Lessons learned on aligning AI strategy with overall M&A goals

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

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