M&A Science

Andrew Bilbao, current CFO of Noble Education Acquisition Corp.

M&A is a massive undertaking that calls for collaboration among numerous individuals. Ensuring alignment with everyone involved is essential for the success of a deal. Yet, with a variety of opinions and personalities at play, achieving alignment can be quite a challenge.

In this episode of the M&A Science Podcast, Andrew Bilbao, CFO of Noble Education Acquisition Corp, shares valuable insights on how to guarantee alignment for deal success, paving the way for a smooth and fruitful M&A process.

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Join us on October 5th, 2023, in New York City for the M&A Science Fair 2023. Dive into a transformative M&A experience that not only emphasizes participant-driven topics but also offers an unparalleled opportunity to network with the industry's top minds.

You can elevate your M&A practice with actionable insights and top-tier networking. The event is invitation-only to ensure a curated experience. Secure your invite today!

00:00 Intro

04:47 Areas where alignment is important

07:03 Approach to Alignment

11:19 Prioritizing the pipeline

14:11 Identifying an opportunity to LOI

15:56 Target Market Competitiveness

19:50 Evolving from first conversations

20:59 Go/No-go decision

25:47 Bidding process

28:45 Things to not do when dealing with the Board

29:55 Working with functional leads

33:41 Alignment with functional leads

35:53 Keeping alignment to strategy

38:16 The hardest part of achieving alignment

39:10 How do you not fall in love with your deal?

46:41 Craziest thing in M&A

Greg Stein, Vice President, M&A and Strategy at Xerox (NASDAQ: XRX)

For public equity analysts, M&A is nothing new. One of their main jobs is to conduct financial analyses of companies and other potential investments. However, M&A execution is another story.

In this episode of the M&A Science Podcast, Greg Stein, Vice President of M&A and Ventures at Xerox, shares his experience as a public equity analyst and how his role evolved to executing M&A.

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This episode is sponsored by FirmRoom, the fastest virtual data room used to get deals done. Leave the pay-per-page world behind by going to https://firmroom.com/

Episode Timestamps

00:00 Intro

06:42 From public equity analyst to doing deals

07:32 Executing M&A against the strategy

10:49 Assessing M&A processes of companies

13:58 Trends between announcement of a deal and stock price

15:50 Transition from PE analyst role into corp dev

17:48 How to evaluate a business

19:26 Walking away from a deal

21:11 Integration aspects

24:09 Potential pitfalls in a deal

25:25 Prioritizing diligence

26:54 Guiding principles

28:08 Deal timeline and who gets involved

30:52 People overlap

32:25 Preliminary diligence as a Public Equity Analyst

35:59 Tips for negotiations

38:09 Advice for people transitioning from public equity role to M&A

40:10 Craziest thing in M&A

Clifford Felig, Partner at Meitar | Law Offices.

International business transactions often present unique challenges that are vastly different from local ones. The complexity increases exponentially when these transactions involve mergers and acquisitions (M&A).

In this episode of the M&A Science Podcast, Clifford Felig, Partner at Meitar Law Offices, discusses the challenges of cross-border deals, particularly in Isreal, where he had most of his experiences.

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This episode is sponsored by the M&A Science Academy. If you're looking to improve your in-house training, we have corporate training plans provided. Give your team members access to the best in class courses, templates, and networking opportunities in the industry. Our academy was designed to lead practitioners with the outdo with the M&A practices. It's also a great way to show your support for M&A Science. If you're interested in learning more about individual or team plans, visit this page.

00:00 Intro

03:44 Finding an attorney for cross-border deals

08:01 Challenges of cross-border deals

14:55 Being mindful of the time difference

16:21 Key differences in local laws

19:18 Nature of deals in Isreal

21:40 Mitigating Risks

25:19 Differences in Negotiations

28:10 Difference in presenting LOI

29:56 Key differences in price negotiations

33:33 The American stereotype

36:59 Indemnification issues

39:40 Confidentiality

43:20 Differences in diligence

46:43 The importance of an attorney's experience

48:09 Negotiating legal fees

52:22 Integrating Cross-Border Deals

53:32 Signs of a bad counsel

Lesley Adamo, Vice Chair of the Tax Group at Lowenstein Sandler LLP,

The intricacies of tax considerations in a merger or acquisition (M&A) transaction cannot be overstated. These considerations play a crucial role in shaping the overall economics and structure of the deal and can significantly impact the outcome for all parties involved. With expert tax planning and structuring, it is possible to mitigate the tax burden and maximize the benefits of the transaction.

In this episode of the M&A Science Podcast, Lesley Adamo, Vice Chair of the Tax Group at Lowenstein Sandler LLP, delves into the importance of tax considerations in M&A and provides valuable insights on navigating this complex landscape.

Things you will learn in this episode:

• Tax complexities in M&A

• Buyer's tax considerations

• Seller's tax considerations

• Gross-up in negotiations

• Net-operating losses

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This episode is sponsored by The M&A Science Fair, the exclusive event for the industry-leading M&A corporate practitioners.

00:00 Intro

05:49 Tax Complexities

07:34 Considering Tax

15:05 Start-up Tax liabilities

18:33 Minimizing Risks

21:42 Stock vs. Asset sale

22:58 Net Operating Losses

27:00 Buyer's Benefits

28:24 Creating a Holding Company

30:00 Equity Compensation

31:33 Efficient Tax Structuring for Sellers

36:59 Negotiations

39:38 Tax Considerations in LOI

43:40 Qualified small business stock

48:59 Relocation for Tax Savings

50:41 Tax considerations during diligence

52:21 Lessons Learned

Juan Guillermo Castaneda, former Senior Advisor to SKG CEO (LSEG: SKG)

This episode is sponsored by the M&A Science Academy, DealRoom, and FirmRoom.

To join our growing online community of M&A practitioners, visit www.mascience.com/academy.

Ready to take your M&A to the next level with software made to manage each stage of the deal process? See how DealRoom can facilitate your next deal at https://www.dealroom.net.

FirmRoom provides 80% cost savings over VDRs that bill by page and delivers a far better user experience to boot. Sign up in under 2 minutes by going to www.firmroom.com

00:00 Intro

04:13 Difference of M&A in the US vs Latin America

10:14 Mitigating Risks

14:31 Culture

17:54 Deal sourcing

19:41 Approaching companies

21:02 Getting companies interested

22:46 Dealing with Legacies

25:06 Red Flags in deals

29:59 Integration

33:11 Alignment before closing

34:01 Lessons Learned

35:37 Negotiations

36:27 Craziest thing in M&A

Scott Crofton, Partner at Sullivan & Cromwell LLP

Too often, M&A involves a larger entity acquiring a smaller business. Only a few believe that a merger of equal can be possible, especially considering the power struggle between the two companies. However, a merger of equals can be a powerful strategy that could unlock tremendous value and opportunities for growth if done right.

In this episode of the M&A Science Podcast, Scott Crofton, Partner at Sullivan & Cromwell LLP, discusses the path to a successful equal merger.

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This episode is sponsored by the M&A Science Academy. If you're looking to improve your in-house training, we have corporate training plans provided.

Give your team members access to the best in class courses, templates, and networking opportunities in the industry. Our academy was designed to lead practitioners with the outdo with the M&A practices. It's also a great way to show your support for M&A Science.

If you're interested in learning more about individual or team plans, visit this page.

00:00 Intro 04:27 Mergers of equal 07:05 Managing mergers of equal 09:13 Private deals 12:55 The management team under mergers of equals 14:33 Board of directors composition 16:12 The process of mergers of equals 19:27 Diligence process 20:55 The impact of mergers of equal 23:06 Real-life story of Hostile Bids 25:13 Poison pill defense 28:51 Fairness Analysis 31:31 Litigation 33:18 Pros and Cons of Mergers of Equal 35:06 Time frame of mergers of equal 35:57 Best Advice 36:59 Craziest thing in M&A

Brian Matthews, CEO at ITEL

In today's highly competitive business landscape, companies are constantly looking for ways to enhance their capabilities and maintain their edge. With so many competitors in the market, how can a company stand out and reduce customer churn?

In this episode of the M&A Science Podcast, Brian Matthews, CEO at ITEL, discusses his value chain ecosystem approach that can drive stability and growth to businesses.

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This episode is sponsored by the M&A Science Academy, DealRoom, and FirmRoom.

To join our growing online community of M&A practitioners, mascience.com/academy.

Ready to take your M&A to the next level with software made to manage each stage of the deal process? See how DealRoom can facilitate your next deal at dealroom.net.

FirmRoom provides 80% cost savings over VDRs that bill by page and delivers a far better user experience. Sign up in under 2 minutes by going to firmroom.com.

00:00 Intro

04:20 Value chain ecosystem approach

08:23 Real-life example of a value chain ecosystem

12:05 Emphasis on the exit planning

13:51 Traditional bank exit

16:50 Benefits of an ecosystem approach

18:47 Bringing fresh perspectives

21:56 Ecosystem Playbook

23:58 How to create a value chain ecosystem

30:22 Considering the maturity of partner ecosystems of companies

37:19 Valuation

38:32 Best practices on deal execution

40:14 Transparency rules

42:18 Reading between the lines

43:09 Craziest thing in M&A

Joe Covey, a serial CEO and acquirer, and investor since 1992.

Matthew Davidge, the co-owner of the NBC Affiliate WVNC (Watertown, NY) and several other stations around the country.

In big companies, some business units may not perform well and might be overlooked. It can be helpful for the company to find a more suitable owner for these units. At the same time, buyers can take advantage of these opportunities to improve the businesses and maximize their potential.

In this episode of the M&A Science podcast, we will explore the experiences of Josh Covey, a successful CEO, acquirer, and investor, and Matthew Davidge, co-owner of NBC Affiliate WVNC, as they buy and develop these businesses with the goal of exiting in the future.

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This episode is sponsored by the M&A Science Academy. If you're looking to improve your in-house training, we have corporate training plans provided.

Give your team members access to the best-in-class courses, templates, and networking opportunities in the industry. Our academy was designed to lead practitioners to outdo M&A practices. It's also a great way to show your support for M&A Science. If you're interested in learning more about individual or team plans, visit this page.

00:00 Intro

06:43 Buy-side carve-out deals

10:35 Key approach to due diligence

11:52 Unbinding a company

13:51 Why carve-outs are difficult

15:41 Conversations with the right people

19:05 Key things to consider when doing a carve-out

22:58 Walking away from a deal

23:59 Considerations in the carve-out model

26:32 Challenges on the buy-side of carve-outs

27:58 You have to surround yourself

30:21 Evolving the operating model

34:37 The right time to exit

35:55 How working with an investment bank is different

37:48 Bank process vs. Proprietary deals

39:21 Key lessons

40:55 Timing

42:14 Communications

43:34 Alignment on post-close operations

45:27 Advice for first-time sellers

47:57 Negotiation considerations

49:59 Craziest thing in M&A

Andrew Morbitzer, VP/Head of Corporate Development at Typeform

There are many different reasons why companies buy other entities. Traditionally, acquirers have focused more on the financial aspect of the target company. However, experience have shown that not all acquisitions are the same, and must be executed properly against their strategy.

In this episode of the M&A Science Podcast, Andrew Morbitzer, VP/Head of Corporate Development at Typeform, discusses how to execute product-based acquisitions.

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This episode is sponsored by the M&A Science Academy. If you're looking to improve your in-house training, we have corporate training plans provided.

Give your team members access to the best in class courses, templates, and networking opportunities in the industry. Our academy was designed to lead practitioners with the outdo with the M&A practices. It's also a great way to show your support for M&A Science. If you're interested in learning more about individual or team plans, visit this page.

Episode Timestamps

00:00 Intro 05:35 From engineering product to M&A 09:21 Difference of Product based acquisition 16:04 Gauging Product Market fit 22:07 Direct Observation 26:15 Permission from the company 28:21 Overlap analysis during product-based acquisition 31:35 Key elements for deal success 36:16 Agile M&A 37:51 Integrating engineering teams 40:53 Tips for product acquisition 42:41 Integrating competing products 47:00 Craziest thing in M&A

Nate Lemmerman, Senior Vice President, Corporate Development at Cast & Crew

To perform M&A at the highest level, an ever-evolving M&A function is necessary. Organizations must focus on refining their strategies, processes, and team dynamics to ensure they can effectively navigate the complexities of each deal.

In this episode of the M&A Science Podcast, Nate Lemmerman, Senior Vice President of Corporate Development at Cast & Crew, shares his experience and tips on how to build your M&A muscle.

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This episode is sponsored by the M&A Science Academy, DealRoom, and FirmRoom.

To join our growing online community of M&A practitioners, visit www.mascience.com/academy. Don't forget to use code "podcast" at checkout.

Ready to take your M&A to the next level with software made to manage each stage of the deal process? See how DealRoom can facilitate your next deal at www.dealroom.net.

FirmRoom provides 80% cost savings over VDRs that bill by page and delivers a far better user experience to boot. Sign up in under 2 minutes by going to www.firmroom.com

00:00 Intro

06:10 Building an M&A function from scratch

09:05 Steps to building an M&A muscle

12:17 The strategy

15:38 Process and execution structure

22:16 Critical things to consider before signing a deal

26:04 Hiring people for the M&A team

28:30 Building the diligence muscle

30:01 People alignment in M&A

32:20 Building the integration muscle

35:39 Best practices when doing deals

37:55 Craziest thing in M&A