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M&A Science

Kison Patel
M&A Science
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431 episodi

  • M&A Science

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

    03/09/2026 | 56 min
    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
  • M&A Science

    The Discount Is the Wrong Question in Private Equity Secondaries

    27/08/2026 | 54 min
    Richard Chow, Partner at PJT Partners (NYSE: PJT)
    Secondary deals are often judged by a single metric: the discount. Richard Chow thinks that's the wrong place to start.
    After spending most of his career investing in and advising on secondaries, Richard has seen what happens when investors focus too heavily on price and miss what is actually driving the transaction. Richard and Kison walk through the decisions behind LP-led deals, continuation vehicles, private-market liquidity, and some of the assumptions buyers routinely get wrong.
    They also get into Richard's own investing mistakes, including a SpaceX opportunity he passed on, and what it taught him about underwriting assets whose real upside may sit well beyond the typical investment horizon.
    What You'll Learn
    Why the discount can be the wrong starting point in a secondary deal
    What separates LP-led and GP-led secondary transactions
    How continuation vehicles change the liquidity equation
    Where IRR can create the wrong impression of investment performance
    Why Richard believes buyers often approach diligence too narrowly
    What passing on SpaceX taught him about underwriting long-term compounders
     

    If you're evaluating a secondary opportunity and defaulting to "what's the discount," DealPilot's Buyer-Led M&A™ Certification is built on that instinct: stop taking the other side's framing and drive your own evaluation instead.
    ____________________
    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 surveyed 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
    [03:23] Career Path Into Secondaries
    [05:49] Why the Secondary Market Exists
    [07:10] LP Interests vs Continuation Vehicles
    [14:28] LP Versus GP-Led Deal Flow
    [15:52] Endowments Face a China Problem
    [18:19] Why the Discount Is Wrong
    [21:50] Marketing a Deal, Finding Buyers
    [30:34] Employee Option Secondaries Explained
    [32:05] How IRR Misleads Retail Investors
    [35:03] Why Secondaries Data Can't Be Trusted
    [42:50] Private Credit Secondaries Explained
    [45:16] The SpaceX Valuation Lesson
    [47:24] Diligence on Complex Cap Tables
    [50:21] The Most Common Buyer Mistake
  • M&A Science

    How to Finance Acquisitions Without Giving Up Equity

    20/08/2026 | 57 min
    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
  • M&A Science

    Where AI Actually Helps and Fails in M&A Legal Work

    13/08/2026 | 47 min
    Aaron Binstock, Partner, Co-Head of Private Equity Practice at Cooley LLP
    AI can now draft, review, and benchmark deal documents in a fraction of the time it used to take, but knowing when to trust the output is a different skill entirely.
    Aaron Binstock, a partner at Cooley with nearly 20 years of transactional experience, has seen both sides of that tradeoff firsthand.
    Where does AI actually save time on a deal, and where does it create false confidence? What happened when a client's AI-generated tax step chart was built on the wrong assumption? How does reverse prompting produce a better first draft than a single one-shot prompt? And what's changing about how junior lawyers build judgment, and how firms bill for their time?
    What You'll Learn
    Where AI reliably speeds up NDA markups versus bespoke merger agreements
    How reverse prompting turns a mediocre AI output into a usable first draft
    The tax step chart mistake that nearly cost a client millions in consideration or tax
    How cross-deal benchmarking pulls survival periods, caps, and baskets into one reference chart
    Why some clients and counterparties are opting out of AI entirely, and how firms track it
    What junior lawyer training looks like once document grinding stops teaching judgment
    Why AI can produce a report but still can't own the result
     

    If you're dealing with AI tools that sound confident but don't actually know M&A, DealPilot, powered by M&A Science experiential data, has guidance built from practitioners who've actually run the deal to help you catch what AI can't see coming.
    ____________________
    The Buyer-Led M&A™ Summit is back
    August 18th, free and virtual. We're releasing the State of AI in M&A 2026 report live at the event before it goes public. Benchmark your program, hear from practitioners across the industry, and leave with a clearer picture of where dealmaking is headed.
    Register here: https://hubs.ly/Q04kBhzV0
    ____________________
    Episode Chapters
    [00:00] Intro
    [03:12] Aaron's Path Into M&A
    [05:12] Cooley's Public AI Commitment
    [07:22] Where AI Fits On A Deal
    [11:37] Quality Control And AI Playbooks
    [16:33] The Tax Step Chart Mistake
    [18:41] How Reverse Prompting Works
    [22:19] Benchmarking Past Deals With AI
    [23:13] Lockbox Pricing And Prompt Quality
    [25:33] When Clients Say No To AI
    [33:06] AI's Impact On Legal Billing
    [35:44] Training Lawyers In The AI Era
    [42:20] Why AI Can't Own The Deal
    [44:07] Craziest Moments In M&A Deals
  • M&A Science

    The Back-Office Surprises Nobody Warned You About When Going Global

    06/08/2026 | 53 min
    Jennifer Lipschultz, Sr. Director Merger & Acquisition Integration and Corporate Project Management

    Due diligence covers deal terms, but it doesn't cover what happens once you're running payroll, benefits, and banking in a country you've never operated in before. A legal entity change can lock a company out of its own bank account overnight. Benefits plans get frozen in by local law. A language rollout can hit five systems on the same go-live day. And having handled one acquisition in a country doesn't guarantee the next one plays out the same way.
    Jennifer Lipschultz has led integration on more than 20 acquisitions across the Netherlands, Sweden, Germany, and India for ECI Software Solutions, a PE-backed SMB software company operating in 80 countries.  
    If your next acquisition involves operating somewhere new, this is the walkthrough to have ready before you find yourself improvising in real time.
    What You'll Learn
    Why a legal entity change can freeze a company out of its own bank account
    How Swedish per diem rules can turn expense reimbursements into taxable income
    What actually goes into a change engagement session, and why managers get briefed first
    How one go-live day can trigger a five-system language rollout
    Why fluency in one acquisition doesn't guarantee the next
    What belongs on a pre-close global integration checklist
    If you're dealing with a cross-border acquisition where the back office keeps breaking in ways diligence never caught, DealPilot, powered by M&A Science, has integration playbooks pulled from practitioners running 20-plus deals, to help you build your pre-close checklist before the surprises hit instead of after.
    ____________________
    The Buyer-Led M&A™ Summit is back
    August 18th, free and virtual. We're releasing the State of AI in M&A 2026 report live at the event before it goes public. Benchmark your program, hear from practitioners across the industry, and leave with a clearer picture of where dealmaking is headed.
    Register here: https://hubs.ly/Q04kBhzV0
    ____________________
    Episode Chapters
    [00:00] Introduction and Guest Background
    [03:05] From Engineering to Global Integration
    [06:20] What Full Absorption Really Means
    [08:17] The Pre-Close Integration Playbook
    [13:41] What Breaks First Abroad
    [15:49] When English Fluency Is Assumed
    [20:21] A Same-Day Language Rollout
    [22:07] Locked Out of a Bank Account
    [24:35] Sweden's Expense Reporting Maze
    [27:59] Harmonizing Benefits Across Borders
    [34:09] Running a Change Engagement Session
    [42:30] Earning Trust With Senior Leadership
    [44:19] Finding Risk in the Data Room
    [46:36] A Pre-Close Global Checklist
    [48:56] Lessons From Walking the Floor
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Su M&A Science
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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