M&A Science

Anthony Krueger, Associate at Morrison & Foerster LLP

M&A comes in varying sizes. However, there's a common misconception that smaller deals are easier to execute than larger ones. The truth is, that smaller deals come with their own unique set of challenges that could possibly make them even harder to do.

In this episode of the M&A Science Podcast, Anthony Krueger, Associate at Morrison & Foerster LLP, debunks this myth and discusses how to execute smaller deals and negotiate key legal provisions.

You will learn:

•The complexities of smaller deals

•Executing earnouts

•Reps and warranties insurance for smaller deals

•Working capital adjustments and its effect on smaller deals

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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. 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

04:36 Smaller deals vs bigger deals

06:35 Complexities of smaller deals

06:52 Other layers of complexities

10:10 Earnouts

18:03 Reps and warranties

24:08 Fundamental vs General Reps and Warranties

25:35 Indemnities

28:40 Disclosure schedules

32:34 Caps and Baskets

35:52 Carve-out

36:44 Working capital adjustments

40:47 Deferred revenue

42:01 Accrued bonuses and vacations

44:12 Advice to those doing small deals

45:12 Craziest thing in M&A

Rajive Dhar, VP, Head of Corporate Development at NetApp (NASDAQ: NTAP)

For first-time acquirers, M&A can be challenging, as it comes with strenuous processes with many complexities that can turn the dream into a nightmare. However, with proper guidance, acquirers can have a smooth transaction and an amicable negotiation.

In this episode of the M&A Science Podcast. We discuss the intricacies of M&A from start to finish with Rajive Dhar, VP, Head of Corporate Development at NetApp, to help us navigate our first deal.

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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.

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

05:58 Different types of M&A

09:49 Corporate Strategy for M&A

12:37 Dealing with new customers

14:49 Acquiring competitors

17:13 Target screening

22:19 Opening up conversations with the target company

23:55 Initial Due Diligence

25:59 Diligence list

30:17 Sunsetting competitors product

33:02 Assessing culture

34:52 Putting an LOI together

39:58 Negotiating deal structure

46:41 Earnouts

55:44 Keeping relationships

1:00:13 Best advice for practitioners

Jim Ackerman, recent Vice President of Corporate Development at Flex; Steve Coghlan, Semi-recent Vice President of Corporate Development at Flex.

Every deal is different, which means each and everyone will present unique challenges that teams have to overcome. Especially when dealing with smaller companies. There is no such thing as a perfect deal. However, with the right mindset and approach, deals can still close and bring value to both parties involved.

In this episode of the M&A Science Podcast, Jim Ackerman, recent Vice President of Corporate Development at Flex, and Steve Coghlan, former Vice President of Corporate Development at Flex, discuss their experiences on M&A surprises and horror stories.

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 www.firmroom.com

00:00 Intro

05:06 Sourcing deals

08:24 Key things to ask during the first meeting

11:49 How to get exclusivity

15:01 How the governance works

16:41 Due diligence red flags

17:21 Cultural integration

19:46 Working with the board

23:54 Best way to pitch a deal to the board

24:34 Stakeholder management in the board

25:40 Managing M&A surprises

29:30 Good M&A Surprises

34:37 Accounting surprises

36:30 Private deal surprises

40:39 IT surprises

42:33 Surprises between signing and closing

45:38 How to mitigate risks and surprises

46:13 What trap currency is

48:04 Integration surprises

50:40 Mitigating surprises from integration

54:25 Instilling clear and purposeful communication

55:23 Hardest step to do in M&A

56:10 Worst deal ever done

59:11 Best advice

1:00:12 Craziest thing in M&A

Nicole Markowski, Manager and Corporate Development at Wipfli LLP

More than the numbers, relationships can make or break a deal. Regardless of the deal rationale, strong, trusting connections between parties can lead to smoother negotiations, clearer communication, and a greater likelihood of mutual satisfaction in the end result.

In this episode of the M&A Science Podcast, Nicole Markowski, Manager and Corporate Development at Wipfli LLP, delves into the importance of cultivating positive relationships to drive M&A success.

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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.

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

07:04 The importance of relationships in M&A

09:25 Key people to build relationships with

15:55 How to foster and develop relationships

23:03 How to engage with key people

25:27 Approach to build relationships

28:30 People assignment for developing relationships

30:47 Delegating tasks in building relationships

34:22 Key acquired company people to build relationships with

36:31 Handling resistant groups

39:25 People problems and how to address them

45:57 Advice to first-time practitioners

47:45 Craziest thing in M&A

Samuel Wilson, Chief Executive Officer at 8x8 (NASDAQ: EGHT)

In the grand scheme of things, every M&A must make financial sense. Whether it's cutting cost, increasing revenue, or achieving operational efficiencies, it all boils down to the numbers. After all, every company's main goal is to grow and increase profit for its shareholders. It is why the Chief Financial Officers play an integral role in M&A.

In this episode of the M&A Science Podcast, we will explore M&A from a CFO's perspective, featuring Samuel Wilson, Chief Executive Officer at 8x8.

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This episode is sponsored by the DealRoom and FirmRoom.

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

07:55 The Role of CFO

11:39 Risk Management

14:39 Integration aspect

15:54 Alignment on assumptions

18:14 Managing people

19:28 Best integration practices

21:25 Working with the CEO

22:52 Walking away from a deal

27:10 Getting involved in the deal

29:50 Tying the Strategy

33:36 Integration Budgeting

39:43 Working with corporate development

40:54 Advice for first time acquirers

44:04 Craziest thing in M&A

David Barnes, Chief Financial Officer at Trimble Inc. (NASDAQ:TRMB)

Chief Financial Officers (CFOs) play a pivotal role in shaping the destiny of strategic ventures. Beyond their traditional financial responsibilities, these financial architects hold the key to unlocking the full potential of mergers and acquisitions.

In this episode of the M&A Science Podcast, we explore M&A from a CFO's perspective with David Barnes, Chief Financial Officer at Trimble Inc.

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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 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 to boot. Sign up in under 2 minutes by going to firmroom.com.

00:00 Intro

04:29 The Role of CFO

05:14 How the CFO's roles differs from the CEO

06:24 Decision-making process and approvals workflow

09:43 Communicating opportunities

11:15 Prioritization

14:18 Balancing the allocation of budgets

16:42 How equity compensation works

18:14 How aligned investment analysts are when evaluating a company

20:08 Forecasting deals

22:53 Priorities when looking at deals

26:49 Balancing priorities when structuring earnouts

28:31 Understanding a company's culture

31:08 Integration from a CFO's perspective

33:49 How the speed of integration impacts value realization

37:05 Biggest lessons learned as a CFO

39:23 How to pitch deals to the CFO

41:38 Craziest thing in M&A

Joe Metzger, Managing Director at 777 Partners

Navigating a career shift can be a transformative experience, unlocking new opportunities and challenges. For Joe Metzger, Managing Director at 777 Partners, diving into the world of private equity was an exciting path to explore. It's a chance to grow expertise, collaborate with diverse entities, and embrace strategic growth.

In this episode of the M&A Science Podcast, Joe shares his amazing journey shifting from corporate development to private equity.

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Craving for fresh, actionable M&A insights? Dive into the M&A Science Fall Summit this Nov 8th! Unlock secrets on integration, valuations, talent retention, and more from top M&A minds. It's all the 'how-tos' you need, and it's FREE! Secure your spot at mascience.com.

00:00 Intro

05:02 Transitioning from Corporate Development to Private Equity

08:59 Corporate Development role vs Private Equity role

12:10 Seeking employment opportunities

16:16 The efficient frontier concept

20:06 Are you happier in private equity than in corporate development?

24:17 How to negotiate employment offers

26:48 Other things to negotiate in employment agreements

30:47 How to land a PE role

33:34 Advice to those considering transitioning between Corp Dev and Private Equity

34:52 How to transition to a PE role from a VC and M&A role

36:03 Craziest thing in M&A

Chris Evans, Experienced M&A Leader | former Head of CorpDev Integration at Amazon and Scott Boyd, Deputy Director, Strategy Implementation at Bill & Melinda Gates Foundation | former Head of Integration for AWS. (NASDAQ: AMZN)

Change management is one of the most crucial aspects of M&A. While integration involves multiple facets, from supply chains to customers, change management is solely focused on the employees. This can make or break a deal, as employee retention is one of the main ingredients to achieving synergies in a timely manner.

In this episode of the M&A Science podcast, Chris Evans, former Head of CorpDev Integration at Amazon and Scott Boyd, former Head of Integration for AWS, discusses integration strategies change management person. particularly the nuisances of change management.

____________________________________________________________________________

Craving for fresh, actionable M&A insights? Dive into the M&A Science Fall Summit this Nov 8th! Unlock secrets on integration, valuations, talent retention, and more from top M&A minds. It's all the 'how-tos' you need, and it's FREE! Secure your spot at MAscience.com!

Episode Timestamps

00:00 Intro

02:26 Integration Strategy vs Change Management

06:50 Definition of Change Management

09:55 Dedicated Person for Change Management

14:03 Change Management Planning

16:16 Most Effective Approach to Change Management

19:32 Common Challenges during Change Management

24:25 Practical Tips for Change Management

26:49 Hardest Step in M&A

33:38 Craziest Thing in M&A

Chris Evans, Experienced M&A Leader | former head of CorpDev Integration at Amazon and Scott Boyd, Deputy Director, Strategy Implementation at Bill & Melinda Gates Foundation | former Head of Integration for AWS. (NASDAQ: AMZN)

In the complex world of M&A, the difference between a successful deal and a failed one often hinges on integration. Proper integration, driven by a harmonious fusion of strategy and execution, ensures that the merging entities can effectively combine their strengths and navigate potential pitfalls.

In this two-part episode of the M&A Science Podcast, we dive deep into the heart of integration strategies and underscores the pivotal role of the integration team during the due diligence process, featuring Chris Evans, ex-Head of CorpDev Integration at Amazon and Scott Boyd, former Head of Integration for AWS.

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Craving for fresh, actionable M&A insights? Dive into the M&A Science Fall Summit this Nov 8th! Unlock secrets on integration, valuations, talent retention, and more from top M&A minds. It's all the 'how-tos' you need, and it's FREE! Secure your spot at mascience.com.

00:00 Intro

06:11 Types of Integration Strategies

09:14 Transformative Integration

11:39 Deals Easy to Integrate

13:24 Most difficult thing to Integrate

15:40 Timeline of integration planning

20:26 Benefits of Integration teams running diligence

25:49 Integration Teams' Diligence Execution

28:46 Structuring the M&A Function

34:39 Consistency vs. agility

40:10 Understanding culture pre LOI

44:34 Working with inexperienced business leaders

46:59 Questions to ask pre-LOI as an Integration leader

Roy Schoenberg, President & Co-CEO at Amwell - American Well Corporation (NYSE:AMWL)

The healthcare industry is a complex and rigid space where change is often rejected. Any evolution in this sector not only signifies business decisions but also influences the overall quality and accessibility of patient care.

In this episode of the M&A Science Podcast, Roy Schoenberg, President & Co-CEO at Amwell, delves into the intricacies of navigating M&A in the healthcare industry.

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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.

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.

Episode Timestamps

00:00 Intro

04:26 Evolving from a medical background to M&A

07:27 What makes the healthcare space distinct

09:36 What drove Amwell to do acquisitions

13:03 Shaping the acquisition strategy

16:59 Amwell's first acquisition

22:29 Integrating the new company

24:50 Retaining key people

28:33 First acquisition lessons learned

31:03 Dealing with transaction surprises

34:03 Approaching deals as one of the main principal

38:01 Deal sourcing

39:49 Managing relationships with the counterparty

41:30 Communication during diligence

43:14 Craziest thing in M&A