M&A Science

Praveen Ghanta, Founder and CEO of DevHawk

Twenty-four hours before diligence expired, the buyer's board came back and cut the offer by almost 50%.

Praveen Ghanta bootstrapped HiddenLevers to over $8M ARR at 52% EBITDA and signed an LOI at 16x ARR. Then a $2M enterprise contract with TD slipped, and the private equity owners behind the buyer, Orion, took an ax to the price. Praveen walks through three rounds of renegotiation, setting a walkaway number, and landing around $130M with a small earn-out.

He also covers what to define in the LOI before exclusivity, how he cut a $600K sales tax claim to about $100K line by line, and an integration lesson every buyer should hear: his team shipped at two to three times the acquirer's engineering velocity, and that dropped 70% after close.

Praveen's technical integration worked because it was mapped during diligence and tied to the earn-out. Sales integration wasn't, and his team lost control on day one. See how SPS Commerce uses DealRoom to carry diligence decisions through to integration: here.

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: Link here.

Bill Stone, Founder and CEO of SS&C

"If you end up diluting yourself with equity raises or other things… you're not an owner anymore, you're an employee." Bill Stone has closed about 100 acquisitions at SS&C Technologies since 1986, and he still owns roughly 15% of the company.

Bill walks Kison Patel through how he financed that run mostly with debt. That includes the Carlyle take-private, where his own board voted unanimously to go public again and it didn't matter, because Carlyle held 70%. He also covers the screens SS&C applies to every target and the mechanics behind the FMC, GlobeOp, and Blue Prism takeovers.

Bill pulled out of a deal a couple of weeks before close when the seller's revenue came in 10% lower than stated. His next question was what else they weren't telling him. DealRoom, the AI-powered operating system for Buyer-Led M&A™, keeps every diligence request, response, and finding in one secure workspace, and carries those findings into the integration plan. See how it works: here.

Aaron Binstock, Partner, Co-Head of Private Equity Practice at Cooley LLP

Aaron walks Kison Patel through where AI earns its keep in M&A legal work. It drafts well on a single provision, struggles with a full 80-page markup, catches defined-term errors, and benchmarks a repeat client's past deals. Its issues lists overreach, flagging who serves as independent accountant.

He shares his reverse prompt ("Is there anything else I can tell you?"), how Cooley handles clients who opt out of AI, and why diligence can now cover all 10,000 contracts instead of the top 100. Bottom line: AI owns nothing. The lawyer owns the result.

AI can pull change of control language out of a data room, but someone still checks every chart, and sellers want to know who sees their documents. DealRoom keeps diligence requests, documents, and permissions in one place. IVC Evidensia's result: review time cut from 30 minutes to 2. https://dealroom.net/case-studies/how-ivc-evidensia-executes-300-plus-roll-ups-per-year-with-dealroom?utm_source=libsyn&utm_medium=podcast&utm_campaign=ep428-show-notes

Jennifer Lipschultz, Sr. Director Merger & Acquisition Integration and Corporate Project Management

Due diligence said the target's employees were fluent in English. Six months after close, Jennifer Lipschultz was approving funding for business English classes.

Lipschultz, Senior Director of M&A Integration and Corporate Project Management at ECI Software Solutions, has run integration on 20-plus acquisitions across the Netherlands, Germany, India, and Sweden. She covers the back-office surprises standard diligence misses: English proficiency that doesn't carry over between acquisitions in the same country, a German go-live that required translating the website, support portal, and billing systems on the same day, and works council negotiations to harmonize benefits across entities. Every surprise means coordinating payroll, HR, IT, and legal on one timeline, deal after deal.

Lipschultz's point about herding payroll, HR, IT, and legal onto one timeline for every cross-border deal is the problem DealRoom Integration was built for: diligence findings and task owners carry straight into the integration plan, with dependencies that adjust automatically so one missed handoff doesn't blow the go-live date. DealRoom customers see a 50% reduction in people-hours per deal. See how it works: click here.

Derek Liu, M&A Partner at Baker McKenzie

Acquihires used to be priced at roughly a million dollars per engineer. Now buyers pay hundreds of millions, sometimes billions, for a team, and the old deal structures can't carry that weight.

Derek Liu, M&A Partner at Baker McKenzie, explains why tax leakage is pushing these deals back to stock purchases, so you inherit the whole company when you only wanted the people. Diligence flips with it: less time protecting IP, more time validating engineers before signing and planning how to exit what you don't need. He also covers why some acquirers now ask founders to revest 100% of their proceeds. "We're not paying you for what you've already built."

Derek's clients keep asking, "What's taking so long? All we want are the people." Part of the answer is wind-down diligence: which customer contracts you can exit, and which roles have to go before close. DealRoom Diligence lets you create, assign, and track every one of those requests in one workspace, built to "reduce your due diligence time by 50% by centralizing your diligence process." See how it works: click here

Andrew Morbitzer, VP of Corporate Development, Life360 (ASX: 360)

Inbound deals have an "infinitesimally small chance" of landing on a buyer's shortlist of two or three targets. Andrew Morbitzer led more than $2 billion in acquisitions at Intuit and GoDaddy, worked the sell side as an advisor, and now runs corp dev at Life360 as a team of one.

He explains why most teasers bounce ("It's all about them. It's not about me.") and what earns meetings two, three, and four: a pitch tailored to each buyer, built from investor updates, earnings calls, and the CEO's own words on stage. He also walks through a deal, backed by a two-year founder relationship, that fell apart after a top-five bank sent a data-sheet teaser. The business was losing more money on every new customer.

His team spent seven days in raw data to find that, and Andrew says AI with access to the data would find it in minutes. DealRoom MCP connects Claude, ChatGPT, Copilot, or Gemini to your live deal data, so your AI can analyze diligence documents and write findings back with source citations. See how it works: click here

Shawn Rodricks, Head of M&A - Independent Consultant

"I can be the best corp dev individual in the world. I get my integrations wrong, I've lost the transaction." Shawn Rodricks learned that in year one at Amerivet Veterinary Partners, when he rushed integration on a late deal, left the banking with the seller, and the funds became hard to track.

Shawn has closed about 220 acquisitions across Rexall and Amerivet, at times three to five a week. He breaks down the operating model behind that pace: a cross-department playbook that names the task, owner, and timeline for every stage, a closing-week SWAT team for when deals stack up, a probability-weighted pipeline that tells finance when to fund, and a clear line between what must be integrated before close and what can wait.

Shawn's rule is that a playbook has to "live and breathe with every transaction." IVC Evidensia, a veterinary roll-up running repeatable diligence processes and centralized deal tracking in DealRoom, completed 56 deals in a single month. See how they run it: click here

Jeremy Segal, Executive Vice President of Corporate Development, Progress (NASDAQ: PRGS)

Progress beat several reputable PE firms for Chef without paying more. The edge was a cost model PE couldn't copy: Chef's expensive engineers moved to Progress's Bangalore center of excellence, and its field sales team shifted to an inside sales motion.

Jeremy Segal has done close to 50 acquisitions over 25-plus years. He breaks down how Progress models cost synergies before LOI using only what it can execute with high confidence. He explains why Progress won't retrade after signing unless the numbers prove materially different, and the "orange flag" system that sends diligence friction straight to the CEO and CFO. He also covers the ShareFile carve-out, retention when a target's IPO hopes fall through, and why private valuations still haven't caught up to public markets.

Jeremy's first orange flag is basic information requests that sit unanswered for two or three weeks. DealRoom Diligence tracks every request, owner, and deadline for your team and the seller in one place, with automated status alerts, so a stalled request shows up long before week three. See how it works: click here

Haseeb Jawad, VP and Head of Corporate Development, Commvault (NASDAQ: CVLT)

Most acquirers build retention around the bonus. Haseeb Jawad puts money third. His order is heart, brain, then pocket: win people through your actions from Day 1, convince them with a better-together story you actually believe, then get the financial package right. Even that can backfire. He shares how a delayed retention payment, caught up in payroll processing, undercut the goodwill his team had built.

Haseeb runs a lean corp dev team at Commvault that owns deals from sourcing through integration, and he leads the IMO himself. That keeps the business case honest: if he models an IT or headcount synergy, he has to deliver it. He also makes the case for employee-by-employee diligence after LOI instead of treating people as an Excel line item.

Haseeb's rule is that every business case assumption needs an operational plan behind it. DealRoom's Synergy Tracker is built for that: define each synergy, tie it to an owner, a value, and a date, and link it to the integration plan so you can track what gets realized after close. Click here to learn more.