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

  1. 1 DAY AGO

    M&A Roll-Up Playbook: How Zayo Did 45 Acquisitions and Returned 8.5x | Dan Caruso (Part 1)

    Dan Caruso, Managing Director, Caruso Ventures; Founding CEO of Zayo Group Dan Caruso built Zayo from a startup into an $8.5B bandwidth infrastructure platform through 45 acquisitions. In Part 1, he walks through the full buyer-led playbook — how the thesis was built on a contrarian bet that everyone else got wrong, how proprietary deals were sourced through early relationship-building, and why fast integration wasn't a reputation problem — it was a competitive advantage.  He also breaks down the metric trap most roll-up operators fall into: mistaking EBITDA growth for true value creation. If your board is tracking acquisitions individually or your deal structure is loaded with earnouts, this conversation will challenge how you're running the program. What you'll learn: How to identify and build a contrarian acquisition thesis with investor alignment Why proprietary deal flow is a brand and relationship problem, not a sourcing problem How Zayo executed an unsolicited, fully funded offer on a larger public company — and won Why tracking individual acquisitions kills synergies in a roll-up When earnouts hurt more than they help — and what to use instead How clean, all-cash offers win on certainty, not price Dan's approach to thesis validation, investor alignment, and platform value creation is documented in the Roll-Up Readiness Assessment inside the Intelligence Hub, a stage-gated guide built directly from this conversation. Access inside the Intelligence Hub — → Access inside the M&A Science Hub — members only. This episode of M&A Science is presented by DealRoom. DealRoom just automated Pipeline Management with AI so you can spend less time updating deals, and more time working them. Automatically push deal context from Outlook to DealRoom Pipeline and use AI to keep deal target data and tasks updated, so follow-ups never slip through the cracks. No manual logging. No stale pipeline data. See for yourself: https://hubs.ly/Q045fXp50 ____________________ Episode Chapters [00:02:00] Introduction: Dan Caruso and the Zayo Story [00:03:51] Background: From Ma Bell to MFS to Level Three [00:08:58] Lessons from WorldCom: What Fake Value Creation Looks Like [00:10:35] What First-Time Acquirers Get Wrong [00:12:39] Building the Zayo Thesis: Fiber Orphans and Accidental Owners [00:17:20] Raising Capital When You Have a Track Record [00:23:50] What Must Be True for the Thesis to Work [00:26:54] Why EBITDA Doesn't Measure Value Creation [00:29:15] The Danger of Tracking Acquisitions Individually [00:31:17] What Actually Drove Zayo's Success [00:36:10] Convincing Sellers: Proprietary Sourcing and Relationship Strategy [00:45:30] The Above Net Acquisition: Unsolicited, Fully Funded, at a Conference [00:51:02] Negotiation Tactics: Unpredictability, Silence, and Team Play [01:02:16] Deal Structure: Why Zayo Avoided Earnouts [01:03:56] Clean Cash Offers and Certainty of Close

    1hr 8min
  2. 26 MAR

    Cross-Border M&A: Doing Deals in Latin America

    Rodrigo Dominguez Sotomayor, Partner at White & Case LLP Most US buyers approach Latin America M&A the same way they do a domestic deal — optimize the process, close fast, move on. That approach gets deals killed. Rodrigo Dominguez Sotomayor, Partner at White & Case LLP, has spent 25 years closing transactions across every major Latin America market. In this episode, he walks through what actually determines outcomes: antitrust consent timelines, labor regimes that make post-close restructuring expensive, and the relationship dynamics that can unwind a billion-dollar deal a week before signing. What You'll Learn In This Episode:  How a PE fund lost a billion-dollar deal over 2% — and why it was avoidable Why LatAm antitrust approvals can take up to nine months and how to plan around them What no employment-at-will actually costs you post-close Why showing up to a LatAm auction without reps & warranties insurance is a disadvantage How to negotiate with family founders when price isn't what closes the deal Why 80% of Latin America deals now run through auctions Your standard diligence process will miss things that kill LatAm deals — statutory severance you didn't model, title searches that go back a hundred years, antitrust consent timelines that block close for months, auctions where R&W insurance is already expected. Running diligence on a LatAm target right now? The M&A Science Hub has two resources built directly from this episode — the LATAM Diligence Delta Checklist and the Latin America M&A Entry Playbook — plus an AI tutor trained on 400+ practitioner conversations you can pressure-test your current deal against. Members get access before the episode goes public. → Access inside the Intelligence Hub — members only.  This episode is sponsored by DealRoom Stop juggling six different tools to run one deal. DealRoom brings pipeline management, diligence tracking, document sharing, and team collaboration into one platform. Purpose-built for M&A teams who need to move fast without losing control. request your demo today: https://hubs.ly/Q03ZMvQX0 ____________________ Episode Chapters [00:04:26] Rodrigo's background: 25 years across Latin America M&A [00:06:57] How a cross-border acquisition actually starts [00:10:17] Bilateral deals and family-owned businesses [00:12:52] Reading the room: when not to push on numbers [00:14:12] The billion-dollar deal that fell apart over 2% [00:20:02] Antitrust consent regimes across LatAm [00:29:49] The union leader story [00:27:14] Labor, employment, and statutory severance [00:34:04] Reps & warranties insurance: now standard in LatAm [00:38:44] Auction vs. bilateral: the 80/20 split [00:44:01] FinTech opportunity in Latin America [00:48:05] NVCA forms and deal documentation [00:52:48] Post-close integration: what actually determines success [00:55:51] Craziest Thing in M&A

    1 hr
  3. 19 MAR

    Partnering Before Purchasing: How Booz Allen Wins Proprietary Deals Early

    Chrissy Cox, VP & Head of Corporate Development, Booz Allen Hamilton ​​Booz Allen Hamilton didn't build one of the most active acquisition programs in federal tech by waiting for banker inbounds. They built it by showing up years before anyone else. Chrissy Cox has built Booz Allen's corporate development function from scratch and done it twice. Her team was named Deal Team of the Year by the Association for Corporate Growth, and under her leadership, roughly 80% of their acquisitions come from companies they already have a relationship with. That's not luck, it's a system. In this episode, she breaks down exactly how that system works — from pipeline development to cultural diligence to integration ownership — and what most corp dev teams get wrong before they ever get to LOI. What You'll Learn in This Episode How to build a proprietary pipeline that makes you the preferred buyer before a process starts The specific cultural fit questions Chrissy asks — and the one answer that ended a deal on the spot Why she tells founder-led sellers to hire their own banker, even on proprietary deals How to navigate a carve-out when scope is impossible to fully define upfront When spinning out a business beats building it internally The three mistakes that derail most corp dev functions before they find their footing This episode is sponsored by M&A Science Intelligence Hub If you're trying  to move from cold outreach to genuine relationship-building with targets, the Intelligence Hub has the Partner-First Acquisition Evaluation Playbook — a practitioner-built framework for structuring pre-acquisition partnerships, evaluating targets through the lens of existing relationships, and moving from partner to acquirer with conviction. Become an M&A Scientist at www.mascience.com/membership  _____________________ ‍This episode is also sponsored by DealRoom‍ The best M&A teams close deals faster...not because they work harder, but because they have better systems. DealRoom helps you manage your entire deal lifecycle from target identification through close. No more hunting for documents or wondering what's blocking progress. Request a Demo today: https://hubs.ly/Q03ZMvQX0 ____________________ Episode Chapters  [00:00:00] Intro [00:04:20] Chrissy Cox's path into M&A [00:05:04] Building Booz Allen's corp dev function [00:10:32] How Booz Allen builds a proprietary deal pipeline [00:15:08] The partner-first approach to acquisitions [00:20:31] When founders should consider selling [00:23:49] Why culture can kill a great deal [00:29:40] Carve-out lessons from the PAR Government deal [00:33:24] Why founders should hire bankers [00:43:43] Integration: protect the secret sauce [00:48:01] The biggest mistakes in corporate development [00:49:33] The craziest thing about M&A

    53 min
  4. 12 MAR

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

    Nathan Rust, Senior VP of Corporate Development, Salas O'Brien Salas O'Brien has completed 30+ mergers with a 100% success rate and 93% cumulative leadership retention.  That doesn't happen by accident. Nathan Rust, Senior VP of Corp Dev, explains the system behind those numbers. He shares how they screen bad fits on the first call, why their CEO meets every employee from acquired firms, and how a founder-driven sourcing flywheel attracts inbound deals. In this episode: You'll learn how they screen 200+ opportunities a year down to the ones worth closing, why their initial diligence list is 10 questions, how reverse due diligence works as a real screening tool, and what CEO-led integration meetings mean for retention. The core argument: Cultural fit isn't a soft metric. Believe it or not, it's the primary filter for deals. EBITDA tells you what you're buying, but people tell you whether it survives.  If you run corp dev at a people-intensive business and wonder why your post-close retention doesn't match your pre-close promises, this episode is for you. What You'll Learn in This Episode Why retention is one of the most overlooked risks in M&A How cultural compatibility is assessed during early conversations Why many buyers damage their reputation by retrading deals How equity rollovers align incentives between buyers and sellers Why simplicity in diligence often produces better results How direct outreach and referrals drive proprietary deal flow The role of reverse diligence in evaluating buyer credibility This episode is sponsored by M&A Science If you're struggling to retain founder-led leadership teams post-close, the Hub has frameworks for cultural integration and leadership retention to help you actually deliver on what you promised at signing. Get access at www.mascience.com/membership _____________________ This episode is also sponsored by DealRoom The best M&A teams close deals faster...not because they work harder, but because they have better systems. DealRoom helps you manage your entire deal lifecycle from target identification through close. No more hunting for documents or wondering what's blocking progress. Request a Demo today: https://hubs.ly/Q03ZMvQX0  ____________________ Episode Chapters  [00:04:40] Nathan's Background & How It Shaped His M&A Philosophy [00:09:25] Why People Are the Primary Deal Filter [00:11:23] The Three Screening Criteria on Every First Call [00:16:51] Earnouts, Equity Rollover, and Employee Ownership [00:21:21] Deal Sourcing: Employee Referrals, Buy-Side Reps, Direct Outreach [00:33:37] How Introductory Calls Actually Run (And Why They're 90% Personal) [00:42:10] The 10-Question Diligence List & Reverse Due Diligence   [00:47:50] Valuation Philosophy — Fair Offers, No Retrading [00:51:10] ESOP Deal Complexity & The Charlotte Deal Story [00:55:00] Integration: Why the CEO Meets Every Employee [00:57:44] The Craziest Thing in M&A

    1hr 1min
  5. 5 MAR

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

    Mauro Sambati, Partner – Gianni & Origoni Donato Romano, Partner – Gianni & Origoni Italy remains one of Europe's most attractive markets for foreign investment. But cross-border deals in Italy are shaped by regulatory scrutiny, strict labor laws, and unique cultural dynamics that many investors underestimate.  In this episode, Mauro Sambati and Donato Romano, Partners at Gianni & Origoni, explain what it truly takes to structure and close successful transactions in Italy. What You'll Learn in This Episode Why Golden Power must be structured as a condition precedent before closing How strict Italian labor laws impact asset deals and post-closing restructuring The differences in negotiation styles between US, UK, Japanese, and Korean buyers How minority governance protections are typically structured in Italy The evolution from closing accounts to lockbox pricing mechanisms This episode offers a practical perspective for M&A leaders navigating complex decisions where clarity and conviction matter as much as valuation. Listen to the full episode to learn how strategic focus can define billion-dollar outcomes. _____________________ If you're structuring a cross-border deal in Europe, the Hub has practitioner-built playbooks and AI-assisted deal guidance to help you navigate regulatory clearance sequencing, minority governance, and founder transition dynamics. Become an M&A Scientist at www.mascience.com/membership _____________________ This episode is also sponsored by DealRoom DealRoom's State of M&A Report gives you data to back up your M&A priorities. The State of M&A Report reveals the gap between what teams think matters and where the real bottlenecks are. Download it now to get expert insights: https://hubs.ly/Q03ZxRvD0 ____________________ Episode Chapters  [00:02:59] Guest Backgrounds & Italian Legal Market – Introduction to the partners at GOP and how Italy's full-service law firms support cross-border buyers.  [00:08:47] Lessons from Early Cross-Border Deals – Why negotiation strategy, communication, and cultural awareness matter more than technical drafting.   [00:11:03] Golden Power Regulations Explained – How Italy's FDI regime works, what sectors trigger review, and how geopolitical shifts expanded scrutiny.   [00:17:40] Managing Regulatory Risk & Deal Timing – Practical steps for foreign buyers to navigate filings, conditions precedent, and approval timelines.   [00:21:54] Cultural Differences in Buyer Behavior – How Japanese, Korean, UK, and US acquirers differ in speed, hierarchy, and decision-making.   [00:29:46] Common Pitfalls for US Buyers in Italy – Employment law constraints, founder influence, and the risks of moving too fast post-acquisition.  [00:35:40] Deal Sourcing in Italy – The shift from investment bank–led processes to lawyer-driven origination and evolving private equity activity.   [00:42:20] Lockbox vs. Closing Accounts – How Italian deal structures have evolved, why private equity favors lockbox, and the mechanics behind each method.  [00:48:50] Earnouts & Governance Tensions – Structuring short-term earnouts, aligning incentives, and balancing control with seller protections.  [00:57:35] Labor Law & Retention Realities – Why layoffs are complex in Italy, union consultation requirements, and the cultural importance of employee continuity.   [01:03:08] The Craziest Thing in M&A – An Italian founder let employees vote on the preferred buyer, choosing cultural fit over a higher private equity offer.

    1hr 8min
  6. 26 FEB

    Four Questions That Defined a $1 Billion Deal with Robert Lovegrove

    President & CEO of The ChemQuest Group. Previously, as VP of Corporate Strategy at Milliken & Company When it comes to billion-dollar deals, success depends less on how much analysis is done and more on how clearly the organization aligns around what truly matters. In this episode of the M&A Science Podcast, Robert Lovegrove, President & CEO of The ChemQuest Group. Previously, as VP of Corporate Strategy at Milliken & Company, shares how one of the company's largest acquisitions was shaped by focus, discipline, and internal alignment. Rather than overwhelming the process with more diligence, leadership centered the decision around four core questions that clarified risk, built conviction, and guided a confident go / no-go decision. Robert also explains how adjacency-based M&A reduced execution risk, why trust mattered more than price in winning the deal, and how treating culture as a deal consideration—rather than an integration afterthought—helped unlock long-term growth. What You'll Learn in This Episode How to create executive alignment in high-stakes M&A decisions The four questions that anchor go / no-go decisions at scale Why adjacency-driven M&A improves confidence and execution How trust can outweigh price in competitive deal processes Why culture should be treated as a deal risk, not an HR issue This episode offers a practical perspective for M&A leaders navigating complex decisions where clarity and conviction matter as much as valuation. Listen to the full episode to learn how strategic focus can define billion-dollar outcomes. _____________________ This episode is brought to you by the M&A Science Intelligence Hub. You know that feeling when you're deep in a deal and something doesn't sit right, but you've already invested weeks into it? The Intelligence Hub helps you think like someone who's walked away from bad deals before — because they have. Pattern recognition from 400+ practitioner interviews, with citations back to the exact conversation. Join the professional membership at mascience.com/membership. _____________________ This episode is also sponsored by DealRoom Stop juggling six different tools to run one deal. DealRoom brings pipeline management, diligence tracking, document sharing, and team collaboration into one platform. Purpose-built for M&A teams who need to move fast without losing control.  Request your demo today:https://hubs.ly/Q03ZMvQX0 ____________________ Episode Chapters  [00:04:24] From Engineer to Strategy Chief – Robert Lovegrove's path from mechanical engineer to VP of Corporate Strategy at a 160-year-old family-owned industrial.  [00:05:23] Designing for Dividends – Reorienting corporate strategy around stable dividend growth instead of pure enterprise value expansion.  [00:09:24] Portfolio Surgery – Using market attractiveness vs. competitive position to rebalance cyclicality and reshape capital allocation.  [00:10:26] The Adjacency Map Framework – Defining "right-to-win" expansion zones across technology, geography, business model, and customer verticals.   [00:13:38] Tollgates Before IOI – Aligning board approval and capital allocation early to enter deals with conviction and certainty.  [00:15:56] Day Two Strategy Integration – Building 7-year strategic plans with acquired teams to create solution co-ownership post-close.  [00:21:07] Soft vs. Hard Synergies – Prioritizing growth conviction and scalable models over traditional cost-cutting synergies.  [00:30:27] Winning with Emotional Alignment – Provoking sellers with vision-led conversations that secure management support—even without the highest bid.   [00:38:09] Four Questions Behind a Billion-Dollar Deal – Testing technology defensibility, customer concentration risk, growth durability, and talent retention. [00:45:37] Capital Allocation Battles – How M&A competes with organic investments across 20 SBUs and dozens of profit centers.  [00:51:16] Customer Awareness as Risk Control – Using third-party market interviews to prevent post-close revenue surprises.  [00:58:50] The Craziest Thing in M&A – An 11th-hour closing crisis triggered by a messy divorce and disputed property title nearly derailing the deal

    1hr 4min
  7. 19 FEB

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

    Birgitta Elfversson, Non-executive director at Netlight Consulting AB Lars Elfversson, VP/Co-Founder, Netlight Consulting AB In fragmented industries, roll-ups are one of the most powerful strategies available. But high-volume acquisition programs come with hidden risks. Without discipline, complexity can quickly overwhelm value creation. In this episode, Birgitta Elfversson, Non-executive director at Netlight Consulting AB, and Lars Elfversson, VP/Co-Founder, Netlight Consulting AB, share hard-won lessons from building and governing multiple roll-up platforms. Drawing on their experience as operators, board members, and investors, they outline the structural guardrails required to execute consolidation strategies successfully. The conversation goes beyond sourcing and valuation to issues that determine long-term success. What you'll learn: Why small pipelines create dangerous decision pressure How subtle drift reshapes portfolios over time The importance of defining and defending an acquisition framework Why most roll-ups fail because of people, not numbers How inconsistent integration across acquisitions compounds complexity Why clarity (whether full, partial, or no integration) must be defined early and communicated clearly They also discuss governance discipline, board oversight, founder psychology, and the realities of market timing and exit decisions. If you're building or advising a roll-up platform, this episode is a practical guide to avoiding deal fever and installing the guardrails that protect strategy. _____________________ This episode is sponsored by DealRoom The best M&A teams close deals faster...not because they work harder, but because they have better systems. DealRoom helps you manage your entire deal lifecycle from target identification through close. No more hunting for documents or wondering what's blocking progress. Request a Demo today  ____________________ Become an M&A Scientist: www.mascience.com/membership - $995/year for full access to the Intelligence Hub ____________________ Episode Chapters  [00:02:38] From Organic Builder to PE Rollups – Lars and Birgitta contrast building companies 100% organically vs. scaling through programmatic M&A. [00:10:07] Validating the Rollup Thesis – How PE firms test market fundamentals, recruit operators, and pressure-test early industry hypotheses. [00:13:02] Defining the Acquisition Framework – Setting guardrails on size, profitability, services, and integration logic before chasing deals. [00:15:46] Avoiding Deal Fever with Massive Pipelines – Why long target lists prevent desperation, strategy drift, and "must-win" mistakes. [00:21:07] Saving Your Silver Bullets – How board members influence management without overplaying authority or derailing alignment. [00:23:43] Why Deals Go Off the Rails – How incentives, scarcity, and human bias quietly nudge teams away from original criteria. [00:29:10] Picking the Right Companies to Buy – The three core filters: business model, size compatibility, and profitability profile. [00:46:06] Integration Depth Drives Exit Value – Why partial integration destroys valuation and how buyers now scrutinize ERP, systems, and operational cohesion. [01:01:56] Signing 27 Deals in One Day – A firsthand look at high-velocity rollups and the operational intensity behind scaling platforms. [01:02:37] The Craziest Thing in M&A – Accounting "creativity," forward-recognized revenue, and a deal so distorted it forced a divestiture and loss. ____________________ Questions, comments, concerns? Follow Kison Patel for behind-the-scenes insights on modern M&A.

    1hr 8min

Ratings & Reviews

5
out of 5
2 Ratings

About

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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