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. 2d ago

    The Vendor Trap That Derails Carve-Outs

    Danielle Fortier, partner at Cooley, has closed four corporate carve-outs this year, while most M&A lawyers have been lucky to see one. So, what blows up the timeline and budget almost every time? The vendor contracts nobody mapped out before the LOI. In this episode, Danielle walks through why vendor relationships (the boring back-office stuff like cloud hosting and finance systems) are the piece buyers most often underprice. She also explains why she pushes clients to set TSA pricing and duration expectations before signing, rather than discovering a three-month-versus-eighteen-month gap mid-negotiation. And you don't want to miss her breakdown of why the biggest mistake isn't a missed contract; it's leaning on the TSA as a catch-all fix instead of standing up independent operations as fast as possible.  She closes with why AI has made source code a lot less sensitive to disentangle than it used to be, and a story about a carve-out that was still finding fifty missing vendors days before closing. What you'll learn Map vendor entanglement before the LOI, not after. Cloud hosting, finance systems, and IT security are usually shared across the whole seller organization, and they're the hardest pieces to pull apart cleanly. Set TSA duration and pricing expectations at the LOI stage. A seller assuming three months and a buyer assuming eighteen is a gap that derails negotiations if it surfaces late. Don't treat the TSA as a catch-all fix. Every gap that defaults to the TSA schedule creates a dependency on the seller's team months after closing, so build independent vendor relationships wherever you can instead. Identify employee gaps two to three months before closing, not the week before. Early identification gives the buyer time to hire or reshuffle internally instead of scrambling under a TSA. Drop the materiality threshold on carve-out diligence. A sub-$200,000 software license can still be the thing that breaks day-one operations, even if it would never show up on a standalone deal's materiality radar. Price in roughly 2x the legal spend of a standalone deal. Carve-outs require far more contract-by-contract untangling, and clients are often surprised by the delta. Treat AI's effect on code sensitivity as a genuine shift. Source code disentanglement has gotten easier because fewer sellers treat it as their core IP anymore. --- Turn what you heard into a repeatable M&A practice. Explore the Buyer-Led M&A™ Certification for practical frameworks, tools, and decision-making habits you can apply on your next deal.

  2. Oct 1

    How to Build Trust and Leverage in M&A

    Jerry Cedicci never says, "trust me." He builds trust, then lets the deal speak for itself. This is Part 2 of Kison's conversation with Jerry, The mentor who started with a French bakery and went on to build hundreds of millions in real estate across Chicago and Los Angeles.  Part 1 told the story.  Part 2 is the playbook:  How Jerry gets a seller to hand over a business with no down payment Why he never puts the first number on the table, and Why the phrase "trust me" is the fastest way to lose his Near the end, Kison brings Jerry a live deal: a competitor he's looking to acquire who won't share financials. Jerry works through it in real time, including what to ask for instead of the numbers, how to set a ceiling before you negotiate, and the exact offer he'd make. What you'll learn Remove the seller's downside before you ask for trust. Jerry structured his earliest deals so the seller kept all the leverage and could walk away anytime. He earned trust by giving it up first, not by asking for it. Never say "trust me." Jerry treats those two words as a warning sign. He'd rather let his track record and what other people say about him do the talking. Put a number on your ceiling before you negotiate. When Kison brought him a live acquisition target, Jerry's first question wasn't the asking price. It was Kison's own walk-away number and the value he thought he could create. Ask for the metric a target will actually hand over. When a competitor won't open their books, skip the financials fight. Ask for client count instead, then work backward from what those clients are worth. Treat a lender's "no" as a checklist, not a verdict. Jerry's response to every loan rejection was the same question: what exactly made you say no? Fix those things, then go to the next banker. Separate opportunities from deals. Jerry only calls something a deal once it's closed. Everything before that is an opportunity he has to seize fast, not overthink. Build at the high end so you stop competing on price. Jerry's rule on margin: build something nobody else can match, and you're no longer negotiating against 500 other bidders. --- Turn what you heard into a repeatable M&A practice. Explore the Buyer-Led M&A™ Certification for practical frameworks, tools, and decision-making habits you can apply on your next deal.

  3. Sep 24

    The Man Who Taught Kison Patel to See M&A Opportunities

    Twenty years before M&A Science existed, Kison Patel learned how to spot a deal from a real estate developer named Jerry Cedicci. This episode tells Jerry's story: orphaned in France at age 7, he arrived in Chicago in 1981, speaking no English. He would go on to turn a French bakery counter into a real estate portfolio worth hundreds of millions of dollars. Jerry opened his first Café Croissant on Walton Street in Chicago with a baker he'd hired sight unseen. What he lacked in market research, he more than made up for with conviction. The store did $1,500 on day one against a $450 target, then $60,000 in its first month.  He used that cash flow to negotiate an option to buy his landlord's building and, ten years later, closed on it for $10 million. From there, Jerry moved fully into real estate: rehabbing a derelict meatpacking building into condos, buying a struggling nightclub through his accountant, and converting a single-room-occupancy hotel into a five-star property he sold for $24 million.  What you'll learn Build conviction before you have proof. Jerry opened his first bakery with no market research and no baker, just a read on the neighborhood and a willingness to bet on it. Turn early cash flow into structural rights, not just better terms. He used his bakery's daily revenue to negotiate a 10-year option to buy his landlord's building outright, thinking well beyond lower rent. Buy the operator and the asset separately. When Jerry wanted a meatpacking building, he priced the business and the real estate as two separate offers and kept the owner on the payroll for six months to protect the operation while he refinanced. Get a rejected loan explained line by line. After a bank turned him down, Jerry asked exactly why, then rebuilt his pitch for the next lender (and got the loan). Scout a one-mile radius around your best location. He used a one-mile radius around his top-performing bakery to find the derelict building that became his first ground-up development project. Negotiate the deal you want, not the one on offer. A landlord's refusal became a lease with better terms and an option to buy the building for a fraction of its appraised value. --- Turn what you heard into a repeatable M&A practice. Explore the Buyer-Led M&A™ Certification for practical frameworks, tools, and decision-making habits you can apply on your next deal.

  4. Sep 17

    Why PE Rollups Fail the People Who Built the Business

    A rollup can look attractive at signing: cash today, equity in a larger platform, and the promise of participating in what gets built next. But sellers rarely spend as much time understanding what sits above that equity, what has to happen before it becomes liquid, or whose economics take priority when the platform eventually exits. Bill Johnson, Founder, Chairman & CEO of The Liberty Company Insurance Brokers, has completed roughly 50 acquisitions while building Liberty without PE equity capital. He joins Kison Patel to challenge some of the assumptions behind acquisition-led growth and explore what buyers and sellers often discover only after the deal is done. What You'll Learn What sellers should understand about common vs. preferred equity How investor timelines can change deal economics after close Why seller character is so difficult to diligence What happens when acquisition growth outruns integration capacity How Liberty balanced M&A, organic growth, and leverage When red flags between LOI and close should make you walk away --- You can do fifty deals and still run into something you've never seen before. DealPilot , powered by M&A Science, gives you practitioner-built guidance from 400+ interviews and thousands of real acquisitions. When the playbook stops working, know what to do next.

  5. Sep 10

    Why M&A Integration Fails Without Leadership Enablement

    Integration problems often get blamed on culture after close. The real issue may have started earlier, when leaders were never given enough clarity on how to operate inside the new company. Kim Jones is an HR Director of M&A with more than a decade of people-integration experience across deals ranging from single-employee acqui-hires to acquisitions involving thousands of people. In this episode, Kim shares how to avoid integration debt, what to do when trust and operating rhythms start to break down, and the stories that shaped her approach, including a CEO who delayed his own close and a butterscotch Life Savers incident that sparked an employee uprising.  What You'll Learn Why experienced leaders still need onboarding after an acquisition What creates integration debt before the deal even closes How to define "you'll run independently" before it becomes a source of friction The retention question Kim asks before deciding where to spend retention dollars Why integration planning should start around LOI, not Day One How to spot the people who actually hold influence, even when the org chart doesn't show it What buyers should preserve from the target before replacing its operating rhythms If you're planning an integration and trying to get leadership aligned before close, DealPilot, powered by M&A Science, gives you practitioner-built guidance for the decisions that shape Day One and what comes after.

  6. Sep 3

    The Seller's Power Shift: How to Defend Valuation After the LOI

    Praveen Ghanta, Founder and CEO of DevHawk Signing the LOI can feel like you've won. For the seller, it may actually be the moment when the balance of power starts moving the other way. Praveen Ghanta learned that firsthand while selling HiddenLevers. A key enterprise contract slipped during diligence, the valuation story changed, and just before the diligence period expired, the buyer came back asking to reprice the deal by nearly 50%. What followed was a tense negotiation over how much to concede, what to protect, and when walking away becomes the better option. What You'll Learn Why seller leverage changes after signing an LOI What should be defined before entering exclusivity How to think about your walkaway number What diligence feels like from the seller's side Where buyers can unintentionally destroy what made an acquisition valuable What Praveen would do differently after going through the process himself   When diligence changes the deal, the hardest question is knowing what to defend and what to give up. DealPilot, powered by M&A Science, has the deal frameworks and negotiation playbooks practitioners have used to make that call themselves. ____________________ This episode of M&A Science is presented by DealRoom. 51% of corp dev teams are already using AI in their deals. We surveyed 230+ practitioners on where AI is showing up across sourcing, diligence, integration, and internal workflows, what's working, what's holding teams back, and where the biggest opportunity is over the next 12 to 24 months. Grab your free copy of the full report: https://hubs.ly/Q04sM2m30 ____________________ Episode Chapters [00:00] Intro [03:04] Two Decades of Bootstrapped Exits [04:07] Lesson From an Early Failure [07:38] Building Hidden Levers From Scratch [14:49] The Road to Ten Million ARR [18:48] Picking a Banker Without a Bake-off [22:43] When the Anchor Deal Collapsed [34:41] Power Shifts After the LOI [36:46] Strategic Buyers Beat Private Equity [32:05] How IRR Misleads Retail Investors [35:03] Why Secondaries Data Can't Be Trusted [40:07] What Belongs in the LOI [43:04] The Sales Tax Surprise [47:03] Two Diligence Teams, One Model [48:21] Integration Wins and Losses [50:15] What the Buyer Should Have Done [53:16] Staying Sane Through Renegotiation

  7. Aug 27

    The Discount Is the Wrong Question in Private Equity Secondaries

    Richard Chow, Partner at PJT Partners (NYSE: PJT) Everyone asks the same first question in a secondaries deal: what's the discount. Richard Chow, a partner at PJT Partners who has sat on every side of this market as an LP, a buyer, a portfolio manager at Abu Dhabi's sovereign wealth fund, and now an advisor, says that question misses the point. Chow traces how secondary market volume grew from roughly $10 billion a year in the early 2000s to more than $250 billion today, and lays out what a buyer should actually underwrite instead: the buyer's own cost of capital, how much upside is left in the asset, and where the proceeds go next. He also breaks down how managers mismarket IRR to retail investors using day-one discount math, and the SpaceX valuation call that taught him secondary buyers can rarely see past two years. Chow's advice holds outside secondaries too: don't anchor a decision on one number and skip the strategic picture. DealRoom's Buyer-Led M&A™ framework gives corporate development teams a structured way to drive strategy, alignment, and value creation from day one instead of reacting deal by deal. See the five pillars: https://dealroom.net/buyer-led-m-a?utm_source=libsyn&utm_medium=podcast&utm_campaign=ep430

  8. Aug 20

    How to Finance Acquisitions Without Giving Up Equity

    Bill Stone, Founder and CEO of SS&C How do you keep buying companies without eventually losing control of the company you built?  SS&C Technologies founder and CEO Bill Stone has spent four decades avoiding exactly that. Rather than treating each acquisition as an isolated transaction, SS&C built a system around protecting ownership, using debt when the economics make sense, paying it down quickly, and creating enough value after close to preserve capacity for the next deal. Bill walks through the decisions behind acquisitions including FMC, GlobeOp, and Blue Prism, his experience taking SS&C private with Carlyle, and the discipline that has allowed the company to keep acquiring across changing markets. What You'll Learn How Bill Stone kept 15% of SS&C through 100 acquisitions The exact revenue-per-head and EBITDA thresholds SS&C screens for Why strategic buyers almost always outbid private equity How to tell a motivated seller from one just fishing for a premium When rollover equity can help retain the management team How Carlyle overruled Stone's own unanimous board vote The one rule that makes Stone walk from a deal every time   Every financing decision changes what you can do on the next deal. If you're financing an acquisition and don't have a hard leverage ceiling you actually stick to, DealPilot, powered by M&A Science, has the deal guidance layer to help you set one before you're over-levered on the next deal. ____________________ This episode of M&A Science is presented by DealRoom. DealRoom is the AI-powered operating system for Buyer-Led M&A™ — one connected system for pipeline, diligence, integration, and reporting. No tool-switching, no manual updates, no data gaps. See how it works: https://hubs.ly/Q04mcGKy0 ____________________ Episode Chapters [00:00] Intro and Guest Bio Check [04:27] Protecting Ownership From Bankers [07:32] Pivoting to the Buy Side [12:12] Cutting a Client's Cost 91% [12:32] Technology Cycles From Excel to AI [15:14] First Acquisition and Going Public [16:26] Balancing Investors and Founder Control [20:08] The Carlyle Take-Private Story [27:23] Screening Deals and Cutting Costs Fast [32:02] Reading a Seller's True Motivation [35:29] Winning FMC Under Canadian Rules [42:10] Beating TPG for GlobeOp [45:22] The Leverage Ceiling and Debt Paydown [49:06] Topping Vista for Blue Prism [53:17] Walking Away From a Lying Seller [54:23] Diligence Speed and Trust But Verify [54:58] Valuations and Capital Abundance

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Ratings & Reviews

4.8
out of 5
4 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

Information

  • Creator
    Kison Patel
  • Years Active
    2024 - 2026
  • Episodes
    436
  • Rating
    Clean
  • Show Website
    M&A Science

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