M&a Science

In this episode, Kison asks Paul Weiskopf, a professional who has worked over 25 years with companies in the technology industry such as Hewlett Packard, Adobe Systems and smaller companies, about his professional experience on M&A. Weiskopf shares his knowledge about strategy common errors that lead companies to failure and about the best ways to build integration plans for acquisition teams.

In this episode, Kison interviews mergers and acquisitions attorney Luke Fedlam, who shares his knowledge on working with and outside counsel, representing the seller, sending letters of intent, setting up a financial plan, and how to transaction showstoppers beforehand. 00.00 /  05.00 / help from the outside council 05.00 / due diligence and letters of intent, bankers 10.00 / 15.000 timeline and risks, showstoppers 15.00 / 20.00 renegotiating terms 20.00 / 25.00 renegotiation purchase price 25.00 / 30.00 financial leverage 30.00 / 35.00 integration process 35.00 / 40.00 cultural and transparency 40.00 / 47.00 outgoing owners and engagement, CEOS sabotaging transaction  

In this episode, Kison interviews Armando Biondi, Co-founder and COO for AdEspresso. Biondi shares his personal experience on the AdEspresso and Hootsuite merger. They discuss selling, communication during the integration process, and negotiating.

In this episode, Kison interviews Ken Marlin, author of The Marine Corps Way to Win on Wall Street. Marlin has a very diverse background going from corporate development to CEO of a company to running an investment bank. They discuss advising buyers, business strategies, and setting clear business objectives.

In this episode, Kison interviews International Strategy and Business Optimization Specialist Abhik Jain. Together they talk through the differences between M&A, PE and investment banking, proprietary and auction deals, and Jain’s personal advice on handling negotiations and transactions both from the sell side and the buy side.

This special episode of M&A Science is an audiobook written by Nitin Kumar, a Senior Managing Director at FTI Consulting, on the strategy of wargaming. In an era of disruption and uncertainty, developing and executing successful M&A transactions require new strategic approaches. Business wargaming is one such approach, significantly increasing overall M&A effectiveness by providing valuable foresight, stress-testing strategy and maximizing the potential for successful integration.   Authored by: Nitin Kumar Narrated by: Conor Mahood Produced by: Kison Patel

“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    

“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)

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 answerin

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

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   M&A Science by Kison Patel (kison@dealroom.net) DealRoom: Data Science and

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’

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

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@

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)

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