Mimi Wu, Partner at Sullivan & Cromwell

When a company is struggling financially, M&A can be a lifeline—but navigating distressed deals is a whole different game. In this episode of the M&A Science Podcast, Mimi Wu, Partner at Sullivan & Cromwell, breaks down how Chapter 11 bankruptcy, 363 sales, and creditor negotiations come into play when businesses are in distress.

Mimi has worked on some of the biggest restructuring cases, including FTX and Silicon Valley Bank, and she’s here to explain how distressed M&A really works—without the legal jargon. Whether you’re an investor, a corporate executive, or just curious about how companies handle financial trouble, this episode is packed with insights.

Things you will learn:

• What is Chapter 11? – How bankruptcy protects businesses and gives them time to reorganize

•  The Power of a 363 Sale – Why buyers love these deals and how they can acquire assets “free and clear”

•  Negotiating with Creditors – What happens when companies can’t pay their debts, and the options they have

• Finding Deals in Bankruptcy – How investors and buyers can identify distressed M&A opportunities before they hit the auction stage

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This episode is sponsored by DealRoom AI. Forget spending hours reviewing diligence contracts. Automate the extraction and analysis of key information and create quick summary reports. Harness the power of Buyer-Led M&A with DealRooms proven framework. Visit DealRoom.net to learn more.

Trailer Timestamps:

• [00:03:01] – What is Distressed M&A? Key Differences from Traditional M&A

• [00:05:32] – Chapter 11 Bankruptcy: How It Works and When to Use It

• [00:06:30] – 363 Asset Sales: Selling a Business in Bankruptcy

• [00:09:11] – Why Companies File for Bankruptcy: Common Triggers

• [00:10:36] – The Automatic Stay: Protecting Companies During Bankruptcy

• [00:14:00] – Alternatives to Bankruptcy: Negotiating with Creditors & Raising Capital

• [00:18:30] – How the Bankruptcy Sale Process Works: Auctions & Market Checks

• [00:20:41] – Credit Bidding & How Creditors Influence the Sale

• [00:24:02] – The 363 Auction Process: How Bidding Works

• [00:26:39] – Stalking Horse Bids: What They Are & How They Work

• [00:29:30] – How Sale Proceeds Are Distributed Among Creditors

• [00:33:00] – Case Study: Carrier & Ketafenol Bankruptcy Sale

• [00:39:35] – Finding Distressed M&A Opportunities: Buyer Strategies

• [00:42:00] – The Craziest Thing Mimi in Distressed M&A

Kaj Rozga, Senior Antitrust Counsel at ABB

Antitrust scrutiny in M&A is at an all-time high, and companies must be prepared to navigate evolving regulatory challenges. Kaj Rozga, Senior Antitrust Counsel at ABB, brings a unique perspective, having worked both inside the FTC and in private practice, advising on antitrust strategy, compliance, and M&A transactions.

In this episode of the M&A Science Podcast, Kaj breaks down the latest antitrust trends, regulatory risks, and strategic approaches to managing antitrust concerns in M&A. He shares how dealmakers can proactively assess risk, structure deals to mitigate scrutiny, and use antitrust as a negotiation tool.

• Antitrust in M&A – What business leaders need to know

• How regulators evaluate mergers – Key triggers for scrutiny

• Industry rollups & market consolidation – Why private equity is under the microscope

•  Navigating second requests & regulatory delays – How to prepare for costly reviews

• What not to do between sign and close

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This episode is  sponsored by Buyer-Led M&A™. Take control of your deals._________________________________

Episode Timestamps:

00:02:30 - Guest Introduction: Kaj Rozga’s Background & ABB Overview 00:07:00 - Antitrust Trends: Government Levers & Key Enforcement Themes 00:13:00 - Substantive Antitrust Challenges: Vertical Competition, Industry Roll-ups & Expanded Deal Horizon 00:21:00 - Government Positioning & Impact on Deals 00:30:00 - Mandatory Filings & Second Requests 00:38:00 - Best Practices for Document Control & Risk Mitigation in M&A 00:48:00 - Gun-Jumping & Pre-Closing Coordination: Managing Compliance Risks 00:54:00 - Structuring Deals to Avoid Antitrust Concerns 01:02:00 - Using Antitrust Considerations in Negotiation

John Cerasuolo, CEO of Leap Partners Creating a successful roll-up strategy requires a unique combination of industry expertise, strategic planning, and leadership. John Cerasuolo, CEO of Leap Partners, has mastered the art of acquiring and integrating businesses in the home services industry, including HVAC, plumbing, and electrical services. With 19 acquisitions in less than three years, Leap Partners is rapidly expanding across the Southeast with a people-first approach.

In this episode of the M&A Science Podcast, John shares how to build a roll-up machine from scratch. He discusses selecting the right industry, pitching to investors, sourcing and executing deals, and the critical role of leadership and culture in scaling a business. John also explains how to foster strong relationships with business owners and private equity partners, along with key lessons learned from executing high-volume M&A.

Things You’ll Learn:

• How to build a roll-up strategy from scratch

• Understand how to pitch to investors and raise capital without an initial deal in place

• Gain insights into sourcing and executing deals with a people-first approach

• Discover the importance of rapid integration and operational efficiency

• Hear how to build strong relationships with business owners and private equity partners

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This episode is  sponsored by DealRoom BI. Harness the power of real-time data to make data-driven decisions by building, visualizing, and sharing interactive M&A reports seamlessly. Visit DealRoom.net to learn more._________________________________

Episode Timestamps:

• [00:00:00] Introduction & The Importance of M&A Reporting Automation
• [00:02:00] Guest Introduction: John Cerasuolo's Background & Key Lessons from the Navy
• [00:07:00] The Role of Private Equity in Roll-ups
• [00:10:30] Building a Roll-up Machine: Step-by-Step Guide
• [00:13:45] Sourcing Deals & Choosing the Right Industry
• [00:21:20] Securing the Right Investment Partner & Negotiating Terms
• [00:30:30] First Deal & Launching Leap Partners
• [00:33:00] Building a Strong Pitch to Business Owners & Characteristics of Leadership
• [00:40:00] Integration Strategy & Operational Efficiency
• [00:45:00] Partnership with Business Owners & Culture Building Post-Close
• [00:48:30] Craziest Thing Seen in M&A & Final Thoughts

Jeff Giles, Executive Vice President at Core & Main

M&A at scale requires more than just financial analysis—it’s about building relationships, understanding cultural fit, and executing a seamless integration strategy. With over 60 deals under his belt, Jeff Giles, Executive Vice President at Core & Main, has a proven track record of leading high-volume, buyer-led M&A.

In this episode of the M&A Science Podcast, Jeff shares his expertise in strategic acquisitions, relationship-driven deal sourcing, and post-merger integration. He discusses the critical role of culture in M&A, how to prioritize acquisition targets, and why technology is essential for managing complex transactions.

Things you will learn:

• Buyer-led M&A – The power of proactive deal sourcing

• Building a strategic market map – Core vs. adjacent markets

• How to assess culture in M&A – What makes a deal truly successful

•  Negotiation tactics in valuation gaps – Closing deals with the right structure

• Integration planning – Ensuring a smooth transition post-close

_________________________________ This episode in sponsored by DealRoom AI. Forget spending hours reviewing diligence contracts. Automate the extraction and analysis of key information and create quick summary reports. Harness the power of Buyer-Led M&A with DealRoom's proven framework. Visit DealRoom.net to learn more. _________________________________

Episode Timestamps:

[00:00:00] Introduction & Guest Background

[00:03:00] Building Market Maps & Identifying Opportunities

[00:11:00] Developing Relationships in Buyer-Led M&A

[00:19:00] Expanding into Adjacent Markets

[00:24:00] Prioritization of Acquisition Targets

[00:31:00] Evaluating Cultural Fit & Integration Risks

[00:38:00] Building Trust & Transparency with Business Owners

[00:42:45] The Due Diligence Process

[00:50:00] Managing Bid-Ask Spread & Valuation Challenges

[00:55:00] Integration Planning for M&A Success

[01:01:00] The Role of Technology in M&A

[01:06:00] Surprising Moments in M&A

 John Orbe, Senior Associate General Counsel – M&A at Emerson

Large-scale deals come with layers of complexity—from regulatory challenges and cross-border negotiations to structuring transactions that align with long-term business strategy. Having the right legal approach can make or break a deal.

In this episode of the M&A Science Podcast, John Orbe joins us to break down what it takes to execute high-stakes transactions. He shares insights on the differences between large and small deals, how legal teams can be a strategic partner in M&A, and why cross-border transactions require more than just legal know-how.

Things you will learn:

• Big vs. small deals – Unique challenges and hidden complexities

•  When to involve legal in M&A – Structuring LOIs the right way

•  Cross-border deal challenges – Cultural, regulatory, and legal considerations

•  How technology is reshaping M&A – AI, automation, and data room efficiencies

•  Avoiding post-closing disputes – Drafting airtight agreements

Trailer Timestamps: 

00:00:00 Introduction

00:03:17 Entering the M&A World

00:05:26 M&A as a Team Sport

00:07:18 Transition from Law Firm to In-House Counsel

00:10:35 Differences Between Large and Small M&A Deals

00:15:42 M&A Deal Strategy and Business Risk

00:25:10 Legal Due Diligence Process

00:30:22 Cross-Border M&A Complexities

00:35:40 Technology and AI in M&A

00:40:15 Managing External Legal Counsel

00:45:00 Negotiation Strategies in M&A

00:50:30 People and Cultural Considerations in Deals

00:55:10 M&A Deal Execution and Closing Challenges

01:00:20 The Future of M&A and Legal Innovation

01:05:45 Craziest M&A Stories and Lessons Learned

Dr. Amit Monga, Founder and CEO of SARAPOINT

Every deal tells a story of risk, strategy, and the relentless pursuit of value. With M&A evolving into a core function across industries, simply following old playbooks is no longer enough. You need insight, discipline, and a strategy tailored to today’s fast-moving, multi-dimensional landscape.

In this episode of the M&A Science Podcast, Amit Monga, Founder and CEO of SARAPOINT, joins us to unpack the intricacies of software valuation, integration challenges, and structuring carve-outs that unlock hidden value. 

Things you will learn:

• Trends in software valuation: EBITDA vs. revenue multiples

• How growth impacts valuation and attracts buyers

• Navigating deals with difficult CEOs

• Challenges in carve-outs from the buy-side

• Key differences between buy-side and sell-side M&A

This episode is  sponsored by DealRoom AI. Forget spending hours reviewing diligence contracts. Automate the extraction and analysis of key information and create quick summary reports. Harness the power of Buyer-Led M&A™ with DealRoom's proven framework. Visit DealRoom.net to learn more.

Episode Timestamps: 00:00 Intro 02:31 Trends in software valuation: EBITDA vs. revenue multiples 05:22 Venture capital vs. private equity mindsets 07:48 Who is lending on software deals 09:13 Convincing someone to sell their company 12:41 How growth impacts valuation and attracts buyers 15:46 How to approach your first acquisition 18:54 How to pitch a deal to Founders 22:15 Navigating deals with difficult CEOs 27:46 Challenges in carve-outs from the buy-side 31:36 Networking to find carve-out deals 35:28 Structuring optimal deals for carve-outs and founder-owned businesses 41:46 When to take on investments and build a platform 45:25 Key differences between buy-side and sell-side M&A 50:21 Surprises and lessons learned in M&A 55:09 How M&A strategies have evolved 58:25 Craziest thing in M&A

Amit Monga, Founder and CEO of SARAPOINT

M&A is a minefield of uncertainties, let alone the tech space. Missteps in integration, cultural clashes, and unforeseen risks can quickly derail even the most promising deals. That’s why understanding what could go wrong is critical.

Dr. Amit Monga, Founder and CEO of SARAPOINT, shares lessons from the trenches to help you anticipate challenges and mitigate risks. Learn how to navigate integration, manage carve-outs, and turn M&A uncertainty into opportunity with actionable insights from a seasoned expert.

Things you will learn:

• Key lessons from the trenches for corporate M&A success

• Balancing proactive and opportunistic M&A strategies

• Handling opportunistic deals outside core strategy

• Evaluating deals that don’t fit the M&A thesis

• Maintaining control during M&A execution

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This episode is  sponsored by DealRoom AI. Forget spending hours reviewing diligence contracts. Automate the extraction and analysis of key information and create quick summary reports. Harness the power of Buyer-Led M&A™ with DealRoom's proven framework. Visit DealRoom.net to learn more.

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Episode Timestamps:

• 00:00 Intro

• 03:17 The power of an engineering background

• 03:48 Key lessons from the trenches for corporate M&A success

• 06:51 Balancing proactive and opportunistic M&A strategies

• 08:39 Building and managing an M&A pipeline

• 10:32 Handling opportunistic deals outside corporate strategy

• 12:35 Balancing synergies and opportunistic deals

• 14:54 Deciding how much to integrate a company

• 17:59 Evaluating deals that don’t fit the M&A thesis

• 23:06 Planning integration based on partnerships and synergies

• 25:02 Becoming a buyer-led M&A organization

• 27:05 Working with the sell-side during M&A processes

• 30:46 Maintaining control during M&A execution

• 32:40 Balancing the M&A process management with bankers

• 34:48 Handling proprietary deals without an advisor

• 38:34 Scenario: Balancing opportunism with communication in competitive processes

Joe Mantone, U.S. Financial Institutions News Desk Manager at S&P Global Market Intelligence (NYSE: SPGI)

The M&A market isn’t what it used to be. Deal volumes are rising, but they remain a shadow of the record highs of 2021. Add to this the challenges of regulatory hurdles, high interest rates, and uneven global recovery. Corporate development leaders are left asking: where do we go from here?

In this episode of the M&A Science Podcast, Joe Mantone of S&P Global Market Intelligence unpacks the latest trends, challenges, and opportunities in the M&A cycle. You’ll learn the latest insights to stay ahead in a volatile market and prepare for the opportunities 2025 promises to bring.

Things you will learn:

• The state of M&A, recovering from the 2022 downturn

• How regulatory challenges are reshaping deal strategies

• What corporate leaders need to know about private equity and credit trends

• The rise of AI and sector-specific opportunities for 2025

• Actionable advice for corporate development teams in a volatile market

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This episode is sponsored by S&P Global Market Intelligence. Find insight at every data point with the enhanced S&P Capital IQ Pro platform. It’s the leading data solution for strategics and investors alike. Visit spglobal.com/proinsights.

DealRoom AI also sponsors this episode. DealRoom AI accelerates the due diligence process by automating the extraction and analysis of key information from M&A documents, reducing contract analysis time by up to 80%. Trusted by leading M&A practitioners, this tool streamlines reviews, minimizes risk, and saves legal costs significantly. For more details, visit the DealRoom AI page today.

******************* Episode Timestamps

• 00:00 Intro

• 06:03 Current state of the M&A market

• 07:45 Distinguishing the current M&A downturn

• 08:51 Factors driving global M&A

• 10:14 M&A blindspots to lookout for

• 12:38 How Fed rate cuts will affect M&A

• 13:38 Financing M&A deals in a changing market

• 15:22 Investor sentiment and the future of IPOs

• 16:17 Impact of market volatility on corporate M&A

• 17:12 Cross-border M&A: Lessons from Asia Pacific and Europe M&A Activity

• 20:19 How to prepare for the heightened regulatory scrutiny

• 21:43 Strategies for mitigating regulatory risks

• 22:24 M&A insights from earnings calls

• 23:53 Increased investment banking recruiting

• 24:48 Practical takeaways for corporate M&A teams

• 25:40 The future of M&A: Trends to watch in 2025

• 28:13 Emerging sectors for 2025

• 29:55 Craziest thing in M&A

Andrew Kelley III  -  VP of Corporate Development and Ventures at Five9 ( NYSE: FIVN)

Achieving success in M&A requires more than identifying opportunities—it demands a thoughtful approach to relationship-building, thorough due diligence, and strategic alignment. Without these key elements, even well-intentioned deals risk falling short of their potential.

In this episode of the M&A Science Podcast, Andrew Kelley, VP of Corporate Development and Ventures at Five9, shares his expertise on navigating the complexities of corporate development. From building strong relationships to prioritizing due diligence and leveraging emerging technology, Andrew provides actionable insights for driving successful deals. Learn how to overcome common pitfalls, foster alignment, and build a strategic M&A framework.

Things You Will Learn:

• Strategies for building relationships and sourcing deals effectively

• How to prioritize and execute efficient due diligence

• Identifying and overcoming bid-ask spread challenges

• The role of culture in deal success and integration

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This episode is sponsored by S&P Global Market Intelligence. Find insight at every data point with the enhanced S&P Capital IQ Pro platform. It’s the leading data solution for strategics and investors alike. Visit spglobal.com/proinsights.

DealRoom AI also sponsors this episode. DealRoom AI accelerates the due diligence process by automating the extraction and analysis of key information from M&A documents, reducing contract analysis time by up to 80%. Trusted by leading M&A practitioners, this tool streamlines reviews, minimizes risk, and saves legal costs significantly. For more details, visit the DealRoom AI page today.

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Episode Timestamps:

4:13 Overview of Experience in Corporate Development 7:17 Foundational Skills for M&A Success 17:39 Efficiency and Prioritization in Due Diligence 22:00 The Role of Culture in Integration  23:22 Green Flags in the Deal 27:12 Red Flags in the Deal 33:18 Predicting Actual Value 37:46 Key Players in Your Letter of Intent 41:01 Relationships in Corporate Development 44:46 Supporting Your Team While Holding Them Accountable 49:01 Dealing with Bid-Ask Spreads 54:35 Building External Relationships 1:08:22 Future of Corporate Development

Russ Hartz, VP of Corporate Development at Ansys, and Carey Pugh, Director of Corporate Integrations at Ansys (NASDAQ: ANSS)

The fastest way to sabotage an M&A deal is to let the deal team and integration team work in silos. Too often, companies nail the transaction only to fumble on execution because the people closing the deal and those delivering the value aren’t aligned. 

In this episode of the M&A Science Podcast, Russ Hartz, VP of Corporate Development at Ansys, and Carey Pugh, Director of Corporate Integrations at Ansys, unpack how keeping deal and integration teams synchronized can make or break an M&A deal's outcomes.

Things you will learn:

• The positive business outcomes of early integration

• Managing integration planning milestones

• Kickoff meeting structure

• Adapting integration approaches to cultural differences

• Building a strong partnership between deal and integration teams

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This episode is sponsored by S&P Global Market Intelligence. Find insight at every data point with the enhanced S&P Capital IQ Pro platform. It’s the leading data solution for strategics and investors alike. Visit spglobal.com/proinsights.

DealRoom AI also sponsors this episode. DealRoom AI accelerates the due diligence process by automating the extraction and analysis of key information from M&A documents, reducing contract analysis time by up to 80%. Trusted by leading M&A practitioners, this tool streamlines reviews, minimizes risk, and saves legal costs significantly. For more details, visit the DealRoom AI page today.

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Episode Timestamps:

00:00 Intro

04:49 Integration planning starts early

07:55 The positive business outcomes of early integration

15:22 Balancing strategy with practicality in early integration planning

21:50 Proactive integration planning

23:58 Managing integration planning milestones

25:11 Kickoff meeting structure

33:07 Adapting integration approaches to cultural differences

30:29 Key factors considered during diligence

44:31 Building a strong partnership between deal and integration teams

46:50 Key traits to look for in an integration partner

49:36 Aligning the deal and integration teams

52:18 Best practices for synchronizing the deal team and integration team

58:52 The power of buyer-led M&A -  When you get to the point 

1:04:23 Creating a seamless people experience in buyer-led M&A

1:06:43 Craziest thing in M&A