M&A Science

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

Your standard teaser tells a buyer everything about your company and nothing about why you fit their strategy right now. When sellers expect the buyer to figure out that alignment, the deal dies on the desk.

Andrew Morbitzer has led more than $2 billion in acquisitions at Intuit and GoDaddy, worked on the sell-side as an M&A advisor, and returned to the buy-side as VP of Corporate Development at Life360.

What You'll Learn

• Why do corp dev teams default to no on inbound deals before the first conversation
• How banker incentives and buyer incentives point in opposite directions
• How to research a buyer's strategy and priorities using only public information
• What a realistic projection signals to a corp dev leader versus what a hockey stick signals
• How to apply Buyer-Led M&A™ thinking from the sell side

If you're advising on deals and want a framework for how buyers actually evaluate fit, DealPilot, powered by M&A Science, has Buyer-Led M&A™ frameworks to help you pitch into the buyer's strategy instead of handing them a data sheet.

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This episode of M&A Science is presented by DealRoom.

DealRoom just launched the only MCP server built for Buyer-Led M&A™ — so your AI and your deal data finally work together. Connect Claude, ChatGPT, or Copilot directly to DealRoom and let your AI read your pipeline, analyze due diligence documents, and automatically write findings back.

See for yourself: dealroom.net/mcp

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[00:00] Introduction

[07:12] Why Inbound Deals Rarely Fit

[09:40] Rationalization Over Strategy

[10:01] The Inbound Problem Is Not Just About Bankers

[15:43] When a Bank Actually Does the Work

[18:12] The Banker's Incentive Problem

[20:51] How to Actually Land the Pitch

[22:12] Cash Flow and Finance Partnership

[24:53] First-Hand Research on the Buyer

[29:42] How Detailed to Get on Value Creation

[34:30] What a Misaligned Banker Actually Costs You

[37:50] Cold Outreach vs. Warm Relationships

[40:45] Moves That Accelerate Trust

[43:07] Applying Buyer-Led M&A on the Sell Side

[42:48] The Year One Mistake That Bit Us

[46:12] Assessing Culture Fit Before Close

Shawn Rodricks, Head of M&A - Independent Consultant

If you scale the deal flow without the operating infrastructure to match it, things break fast. The playbook is a document nobody opens, closing weeks turn into fire drills, and the returns you modeled start to slip.

Shawn Rodricks, Head of M&A - Independent Consultant, built the infrastructure before the volume hit. He closed 220 acquisitions across two organizations, 37 at Rexall in pharmacy and 183 at Amerivet Veterinary Partners, by wiring in the operating system from the start.

What You'll Learn

• The five-part operating model behind 220 acquisitions
• How to hire for biz dev vs. corp dev roles in a lean M&A team
• How to build a closing-week SWAT team and keep finance aligned on timing
• Why qualitative diligence feeds directly into your forecast and purchase price
• The pre-close vs. post-close integration framework
• Why roll-ups that confuse acquisition with strategy fail
• What Shawn got wrong in year one and how it shaped every program since

If you're scaling a deal function and want the operating framework behind Shawn's approach, DealPilot, powered by M&A Science, has the Buyer-Led M&A™ Certification, built from 400+ practitioner interviews into a framework you can actually run.

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This episode of M&A Science is presented by DealRoom.

DealRoom just automated Pipeline Management with AI so you can spend less time updating deals, and more time working them. Automatically push deal context from Outlook to DealRoom Pipeline and use AI to keep deal target data and tasks updated, so follow-ups never slip through the cracks. No manual logging. No stale pipeline data.

See for yourself: https://hubs.ly/Q045fXp50

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[00:00] Intro

[03:33] From Biochemistry to 220 Acquisitions

[06:02] The Operating Model for Serial Acquisitions

[09:40] Hiring: Biz Dev vs. Corp Dev

[13:03] Staffing as Deal Volume Scales

[15:08] What a Playbook Actually Is

[18:43] Managing Ebbs and Flows in Deal Volume

[22:12] Cash Flow and Finance Partnership

[23:44] The Underestimated Side of Diligence

[27:25] Key Person Risk and Pre-Close Retention

[31:41] Post-Close Monitoring and the First 90 Days

[35:17] Pre- vs. Post-Close Integration Priorities

[37:53] What Roll-Ups Mistake for Strategy

[39:21] Integration as the Conversion Engine

[42:48] The Year One Mistake That Bit Us

[44:12] When Deals Get Strange

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

Buyers who mistake a high LOI bid for a winning strategy are easy prey for sellers who know the growth equity playbook. Jeremy Segal's position: precision at the LOI stage is a stronger differentiator than price.

Jeremy Segal is EVP of Corporate Development at Progress (NASDAQ: PRGS), a publicly traded software company that has nearly doubled revenue through M&A, from under $400 million to nearly $1 billion. He has closed roughly 50 acquisitions across his career at Progress, LogMeIn, and Akamai.

How do you build a cost-optimization model before LOI for lines you know you can execute? How do you win a competitive process against PE without the highest headline number? When a seller restricts access during the announce-to-close window, how do you decide whether to escalate or walk? And how do you handle a workforce that expected an IPO and got an acquisition instead? Jeremy answers each one.

What You'll Learn

• Building a pre-LOI cost optimization model on what you can actually execute
• How to use existing infrastructure to outbid PE on price
• Escalating diligence friction before it kills a deal
• Why a no-retrade commitment builds trust with sellers
• Structuring retention pools when a target's IPO falls through
• What target profile actually fits a disciplined buyer
• Why private valuations haven't caught up to public markets

If you're building deal models before LOI and want a framework for translating those assumptions into an operational plan you can actually execute, DealPilot, powered by M&A Science, has Buyer-Led M&A™ frameworks to help you close the gap between what you modeled and what you deliver.

____________________

This episode of M&A Science is presented by DealRoom.

DealRoom just launched the only MCP server built for Buyer-Led M&A™ — so your AI and your deal data finally work together. Connect Claude, ChatGPT, or Copilot directly to DealRoom and let your AI read your pipeline, analyze due diligence documents, and automatically write findings back.

See for yourself: dealroom.net/mcp

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[00:00] Intro

[05:07] Why M&A has to be the growth engine

[07:36] Deal cadence and financial discipline

[09:42] Pipeline strategy and the five-year roadmap

[12:46] How the synergy model works before LOI

[17:15] The no-retrade commitment

[17:48] Chef: beating PE on a competitive deal

[24:56] ShareFile: carve-out from Cloud Software Group

[28:07] What to look for in a carve-out diligence

[33:48] MarkLogic: when the seller restricts access

[38:48] When seller motivation becomes an orange flag

[40:09] What counts as a material change warranting a retrade

[41:12] How public market cycles affect the deal pipeline

[48:09] Advice for a first-time acquirer

[49:46] The craziest thing in M&A

[53:02] Early Warning Signs in Diligence

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

The people who leave post-close are usually the ones the deal depended on. Which means the problem starts with how you read culture before LOI and whether financial incentives are the only retention tool you are building with.

Haseeb Jawad heads corporate development at Commvault, running a lean team with full accountability from sourcing through integration. He has led two to three acquisitions per year across multiple companies, sat on both sides of a transaction, and serves as his own IMO lead.

The signals that tell you a deal will lose people are visible from the first founder conversation, if you know what to look for.

What You'll Learn

• The three signals to read in every founder conversation before LOI
• How the TRUST framework applies across the full deal lifecycle
• Why retention runs heart, brain, pocket and what breaks when you invert it
• How to run employee-by-employee diligence without treating people as a cost line
• Why owning both deal and integration makes business case assumptions honest
• What one payroll timing issue did to months of trust-building after close

If you're managing a post-close retention risk and financial incentives are the only lever you're pulling, DealPilot, powered by M&A Science, has Buyer-Led M&A™ frameworks to help you build the full retention model.

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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

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[00:00] Intro

[03:05] Engineer Turned Corp Dev Leader

[07:45] How to Pick the Right M&A Deals

[10:26] What Most Buyers Miss in Deal Criteria

[15:44] Getting Founders to the Table

[20:18] AI Washing and Valuation Reality

[23:09] The TRUST Framework Explained

[26:19] When Leadership Alignment Breaks Down

[32:03] 3 Tiers of Culture Diligence Before LOI

[35:40] The Retention Framework

[38:31] Why Money Alone Won't Keep Your Key Talent

[41:13] Structuring Retention Plans by Person

[43:02] Why the Deal Team Should Stay

[49:32] Making Minority Investments Work

[51:57] Preserving Culture After Close

[53:02] Early Warning Signs in Diligence

[53:37] What Breaks First at High Deal Volume

[54:02] Walking Away Post-LOI

Matt Arsenault, VP of Corporate Development & Strategic Alliances at Jamf

Venture-backed companies are priced at their future state, not their current revenue. When growth stalls and another fundraising round stops making sense, the gap between VC valuation and what a strategic buyer will pay becomes the hardest conversation in any deal process. Matt Arsenault, VP of Corporate Development & Strategic Alliances at Jamf, has run this play across hundreds of targets. His work starts before the deal does, with the founder relationship, the cap table, and a clear-eyed conversation about risk tolerance that most corp dev teams never have.

What You'll Learn

• Why a $25M offer today can beat a $125M VC exit three years out
• How AI is shrinking the moat of wrapper-product startups and changing target screening
• The seven stakeholder groups in any acquisition and why most founders miss them
• How liquidation preferences and cap table structure change the math behind any offer
• Why VC relationships matter as much as founder relationships before a deal starts
• How to structure deals for underwater targets without losing the team
• What entrepreneurs should know about VC terms before taking their first check

If you're working a deal where the founder's VC valuation is the first thing they said and the last thing they'll let go of, DealPilot, powered by M&A Science, gives you the guidance to close the gap without overpaying.

____________________

This episode of M&A Science is presented by DealRoom.

DealRoom just launched the only MCP server built for Buyer-Led M&A™ — so your AI and your deal data finally work together. Connect Claude, ChatGPT, or Copilot directly to DealRoom and let your AI read your pipeline, analyze due diligence documents, and automatically write findings back.

See for yourself: dealroom.net/mcp

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[00:01:14] Introduction and Kison's overview

[00:03:32] Matt Arsenault's background and path into M&A

[00:05:17] How VCs actually value companies: the two major components

[00:06:52] Where VC and strategic buyer valuations diverge, and why

[00:09:29] The current market for VC-backed acquisition targets

[00:10:39] Rule of 40, profitable growth, and what AI is changing

[00:25:01] The liquidation preference math: $25M today vs. $125M later

[00:31:38] Cap table dynamics, voting power, and co-founder alignment

[00:33:10] How to have the valuation conversation with a founder

[00:35:35] How to structure deals when a company is underwater

[00:36:45] Stakeholder management: severance, retention, and employee equity

[00:44:03] Structural tools for bridging valuation gaps

[00:49:21] What entrepreneurs should know before taking their first VC check

[00:51:03] Due diligence war stories: what a code scan revealed

Nathan Rust, Lutz Lehmann, Troy Pospisil, Jeremy Segal, Patrick Mumman, Tej Brahmbhatt, George Helock, and Angie Astle

Eight deal professionals share the M&A moments that never make the CIM. A birthday cake in a management presentation that confirmed a culture fit and influenced a bid. A buyer who died before close, forcing a nine-month restart from scratch. Eight years of customer revenue data on a 1980s IBM that management claimed did not exist. A target quietly heading toward Chapter 11 while diligence was underway. Unexpected events mid-deal are not exceptions. They are the deal. How you read them is what separates experienced practitioners from everyone else.

What You'll Learn:

• How cultural signals in a management presentation can influence a bid decision
• What to do when a buyer dies before close and the sell process has to restart
• How to find data that management says does not exist
• Why late-stage valuation surprises from founders are a signal you could have caught earlier
• How to take a bankrupt target through Chapter 11 and still close the deal
• Why experienced advisors document every surprise the moment a deal closes

If you're running deals and want pattern recognition built from thousands of real M&A situations to back your judgment, DealPilot, powered by M&A Science, gives you the deal guidance and advisor access to know which surprises you push through and which ones mean walk away.

____________________

This episode of M&A Science is presented by DealRoom.

DealRoom just automated Pipeline Management with AI so you can spend less time updating deals, and more time working them. Automatically push deal context from Outlook to DealRoom Pipeline and use AI to keep deal target data and tasks updated, so follow-ups never slip through the cracks. No manual logging. No stale pipeline data.

See for yourself: https://hubs.ly/Q045fXp50

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[00:00] Intro

[04:11] Birthday cake in the management presentation

[07:10] Recruiting bankers from the sell side

[09:04] Culture fit as a bid decision factor

[10:03] When the buyer dies before close

[11:46] Nine-month restart from scratch

[17:04] Management says the data does not exist

[18:39] Finding Susie and the 1980s IBM

[22:25] IP ownership surprise at signing

[24:43] Bootstrap founders and commitment signals

[27:43] When bankers favor PE over strategics

[30:40] 78-year-old seller, a fistfight, and an earn-out

[32:25] The 12-year sales cycle

[35:23] Teaching a CEO to speak like an investor

[43:14] Aviation IPO pulled mid-road show

[45:52] Background check kills the deal a week before close

[50:03] Forever corporation: how Chugach approaches M&A

[54:47] HVAC target heads toward bankruptcy mid-diligence

[55:59] Becoming the secured creditor to save the deal

Brent Baxter, Sam Delestienne, Steve Hoffman, John Strenger, and Matt Melsen

Winning a banker-run auction at 5% under the highest bid. Closing a deal when co-sellers have not spoken in months. Getting through 22 countries of employment complexity with a client who refused to work with EOR providers. Acquiring a Netherlands-based public company and discovering the due diligence documents were in Dutch. These are the problems that no playbook prepares you for. Four corp dev professionals share how they handled them, and what it cost when they got it wrong.

What You'll Learn

• How to win a competitive auction when you're not the highest bidder
• What seller conflict at the closing table looks like (and how to get a deal back on track)
• When an employer of record works in a cross-border carve-out and when it creates permanent establishment risk
• Why management trust in the buyer can outweigh the highest bid number
• What a first European acquisition actually costs in compliance, legal, and cultural surprises

If you're running deals where the numbers are right but the relationship isn't, or you're in a market you haven't operated in before, DealPilot, powered by M&A Science, connects you with advisors who have closed deals in exactly that situation.

____________________

This episode of M&A Science is presented by DealRoom.

DealRoom just launched the only MCP server built for Buyer-Led M&A™ — so your AI and your deal data finally work together. Connect Claude, ChatGPT, or Copilot directly to DealRoom and let your AI read your pipeline, analyze due diligence documents, and automatically write findings back.

See for yourself: dealroom.net/mcp

____________________

[00:00] Intro

[03:12] Partners who came to blows over valuation

[03:37] The closing table walkout

[05:47] Every deal craters on Friday

[07:54] Why managing emotions is the hardest job after LOI

[13:30] A door blows off an Alaska Airlines jet mid-process

[16:00] Winning at $15M under the highest bid

[18:23] Trust and reputation as deal currency

[23:09] The "baby ugly" lesson

[25:06] Preempting banker processes

[32:14] What EOR is and when it works

[33:52] Permanent establishment risk with C-level hires

[34:48] CBA compliance across 22 countries

[40:38] First European cross-border acquisition

[42:38] Dutch documents and data residency surprises

[46:20] Why in-person matters more in Europe

[50:38] The $100M tax exposure that was not real

[55:57] Outro

Jörgen Wigh, CEO of Lagercrantz Group

Lagercrantz Group has completed 90+ acquisitions over 20 years and never sold one. CEO Jörgen Wigh runs 85 niche B2B companies under a 22-person headquarters with no integration, no exits, and no value realization targets.

This is Part 2 of 2. Part 1 covers the deal model, while Part 2 is the operating culture. Jörgen gets into how 85 autonomous companies are governed without a matrix structure, why this model exists almost exclusively in the Nordics, what makes a founder walk away from a signed deal twice, why Lagercrantz deliberately targets a 10% failure rate, and what he would do differently starting from scratch today.

What You'll Learn

• How Lagercrantz governs 85 autonomous companies with 22 people at headquarters
• Why the person who sources the deal always stays on the board post-close
• Why the Nordic compounder model exists here and almost nowhere else
• What makes a founder walk away from a signed deal twice
• What a 10% deal failure rate looks like when it's working as intended
• Why building this from scratch today takes at least a decade
• How cross-border deals get done when the legal contracts run 30 pages instead of 300

If you want to know how your team stacks up against the discipline Jörgen described across both episodes, take the M&A Competency Assessment.

____________________

This episode of M&A Science is presented by DealRoom.

DealRoom just launched the only MCP server built for Buyer-Led M&A™ — so your AI and your deal data finally work together. Connect Claude, ChatGPT, or Copilot directly to DealRoom and let your AI read your pipeline, analyze due diligence documents, and automatically write findings back.

See for yourself: dealroom.net/mcp

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[01:14] Introduction and Part 1 recap

[03:54] Deal governance: go/no-go process and board sign-off

[04:31] No handoffs: why the deal sourcer stays on the board post-close

[04:59] HQ structure: 22 people distributed across geographies

[07:05] Why so many compounder platforms come from the Nordics

[07:23] The cultural reasons: flat hierarchy, financial transparency, equality

[09:19] Nordic management style versus US hierarchy

[13:53] Cross-border deal friction: SPA length and legal complexity

[24:43] Programmatic serial acquirer versus roll-up

[25:18] The 100-day plan question: when Lagercrantz uses one and when it doesn't

[25:59] The Bergman & Beving spinout ecosystem: six listed companies

[26:45] Jörgen's role at Bergman & Beving and how conflicts are managed

[29:57] Geographic expansion: Germany, Netherlands, DACH, Northern Italy

[31:30] Starting from scratch today: why programmatic takes 10 years

[33:01] EPS as the true long-term performance driver, not stock price

[33:52] The perpetual ownership model and why it attracts certain sellers

[34:17] The founder who backed out twice, patience won the deal

[35:36] Failure rate: targeting 10%, what drives deals off course

Jörgen Wigh, CEO of Lagercrantz Group

Jörgen Wigh has been CEO of Lagercrantz Group (STO: LAGR-B) for over 20 years. In that time he completed 90+ acquisitions, built a portfolio of 85 niche B2B companies, and delivered 15 consecutive years of record earnings per share. No capital raises. No forced integration. No exits. The Nordic compounder model has quietly outperformed global markets for decades, and Lagercrantz is one of the longest-running, most disciplined examples of it in operation. In Part 1 of 2, Jörgen walks through the deal model behind that track record.

What You'll Learn

• How Lagercrantz finds companies that are not for sale, and why the first call almost never closes a deal
• How Jörgen pushes for exclusivity in weeks when most sellers are running a banker-led process
• The earnout structure Jörgen uses to keep founders motivated for three years after signing
• What he says when PE shows up at 11x and the seller is tempted to take the bigger check
• Why founders walk away from more money for legacy preservation, and the conversation that earns it
• How to close 8 to 12 deals a year without breaking pricing discipline

If you are holding pricing discipline against private equity and want to know whether your team would do the same, DealPilot, powered by M&A Science, runs the M&A Competency Assessment so you can benchmark deal judgment before the next term sheet.

____________________

This episode of M&A Science is presented by DealRoom.

DealRoom just automated Pipeline Management with AI so you can spend less time updating deals, and more time working them. Automatically push deal context from Outlook to DealRoom Pipeline and use AI to keep deal target data and tasks updated, so follow-ups never slip through the cracks. No manual logging. No stale pipeline data.

See for yourself at dealroom.net/pipelineai

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[00:00] Introduction

[05:48] Jörgen's path: analyst, McKinsey, and the Bergman & Beving spinout

[07:00] Coming back as CEO in 2006 and rebuilding from scratch

[09:21] Buy and hold, forever: how the model actually works

[11:21] What makes a company worth buying (and what kills it)

[12:28] A real deal: helicopter deck safety systems

[13:52] Who sells to Lagercrantz, and why

[15:44] The only two things Lagercrantz adds: energy and structure

[20:17] Finding companies that are not for sale

[22:36] When the banker shows up: getting exclusivity early

[23:55] Holding the line at 4-8x EBITDA when PE bids 11x

[25:09] The legacy preservation pitch that wins without matching price

[33:38] Earnouts that keep founders motivated for three years

[36:17] Running 85 companies with 22 people at HQ

[36:46] The only three functions Lagercrantz centralizes

[37:57] The annual MD conference and the peer network behind it

[40:13] 8 to 12 deals a year, one a month

Jim Buckley, VP M&A Integration at Coursera | Todd Manley, VP of Corp Dev Integration at Intel | Carey Pugh is Sr. Director, M&A Corporate Integration at Ansys | Mahesh Ganesan, Sr. Director, M&A Integration at UKG Four integration leaders from Intel, Coursera, Ansys, and UKG debate what integration technology actually delivers versus what creates expensive overhead and where the real value leaks are. Todd Manley, Jim Buckley, Carey Pugh, and Mahesh Ganesan bring decades of deal experience to a conversation with no presentations and no curated answers.

What You'll Learn

• Why the diligence-to-integration handoff keeps failing and what actually fixes it
• How to evaluate integration technology without getting sold on complexity
• Where AI is genuinely useful in integration today and where it is not
• How to right-size your integration effort across multiple simultaneous deals
• Why knowledge loss is the biggest value leak in M&A and what to do about it
• How to handle post-close direction shifts when the acquired team changes course
• Why post-mortems matter and why most integration teams never run them

If you're running integration without a clear line between your workstreams and the original deal thesis, DealPilot has structured integration planning frameworks built on how practitioners at Intel, Microsoft, and UKG actually run it, so you stop rebuilding from scratch every deal.

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This episode is sponsored by DealRoom

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[04:16] Introductions: Todd Manley, Jim Buckley, Carey Pugh, Mahesh Ganesan

[07:20] Integration philosophy: look back-to-forward, value drivers, keep it simple

[09:16] Culture as the foundation and what "walking the walk" actually means

[14:50] What separates teams that execute from teams that don't

[17:30] The diligence handoff problem: what gets lost and why

[23:56] Where integration technology helps and where it gets in the way

[24:39] AI in integration: real use cases vs. early innings

[31:02] The single source of truth problem

[32:38] Non-tech tools: simplicity as a method (5 slides, 5 bullets, 5 words)

[34:23] Audience Q&A: right-sizing diligence across 25 simultaneous deals

[40:22] Audience Q&A: managing post-close autonomy flips in integration

[43:03] Audience Q&A: sudden integration direction changes from leadership

[45:59] Biggest value leaks in M&A integration

[48:11] The case for pre-mortems and post-mortems