M&A Science

Jon Dhanawade, Private Equity M&A Partner at Mayer Brown

In this episode of M&A Science, Kison Patel sits down with Jon Dhanawade to unpack how private equity firms structure M&A deals—what works, what doesn't, and how to manage risk every step of the way. Jon brings legal insight from both sides of the table, sharing practical strategies for aligning deal terms with investment objectives, mitigating downside risk, and building strong seller relationships. Whether you're a corporate buyer or a fund-backed operator, this episode will help sharpen your deal judgment and show you what it takes to get complex deals over the finish line.

💡What You'll Learn

🔹 How PE firms use rollover equity, seller notes, and earnouts to align incentives

🔹 Legal red flags to watch for in M&A diligence (and how to catch them early)

🔹 How to negotiate LOIs without boxing yourself in

🔹 Common structuring mistakes and how top deal lawyers avoid them

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💡Try FirmRoom for Free

This episode is sponsored by FirmRoom. The World's Most Intuitive Virtual Data Room With AI Contract Analysis No Per-Page Fees. No B.S. Just Smarter, Faster Deals.

Get started with your free trial today at firmroom.com!

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• [00:01:00] Intro to Jon's role at Mayer Brown and teaching at Northwestern

• [00:03:00] The evolution of PE deal types and market uncertainty

• [00:05:00] How Jon prepares students to be effective transactional lawyers

• [00:06:30] Strategic vs. PE buyers: What's different for lawyers

• [00:09:00] Rise of private credit and bespoke capital structures

• [00:12:00] How PE firms approach platform vs. add-on acquisitions

• [00:16:00] Portfolio enhancement strategies during slow markets

• [00:17:00] Comparing seller notes, earnouts, and rollover equity

• [00:29:00] Structuring LOIs to preserve flexibility and manage risk

• [00:41:00] Designing earnouts tied to transition or integration milestones

• [00:52:00] Legal red flags in diligence: contracts, consents, liabilities

• [00:57:00] Biggest deal mistakes and how to avoid them

Questions, comments, concerns, compliments? Follow Kison Patel and M&A Science on LinkedIn to connect and stay up to date with the podcast.

Paul Miller, CEO of Questex

Paul Miller joins us to share his extensive experience in M&A, having led more than 90 acquisitions throughout his career. Paul reveals how Questex uses a proactive, buyer-led approach focused on culture, strategic alignment, and integration discipline.

The conversation dives into the importance of early relationship-building with potential targets, auditing post-close success, and developing internal M&A capability—even when the team has no prior deal experience. Paul also shares candid advice on international deals, when to walk away, and how to avoid the common trap of "deal fever."

💡Things you will learn:

• Why cultural fit and people issues often make or break a deal

• How to proactively source and warm up acquisition targets

• What to include in your M&A integration playbook and audit process

• When and why to walk away from a deal—even post-LOI

Turn Your Chaos into Control:Tired of chasing updates across spreadsheets and email threads? Discover how DealRoom helps corporate development teams bring order to M&A. 👉 Learn how you can run a repeatable, buyer-led process.

Intro and Guest Background – 00:00:00 Biggest Lessons Learned from 90+ Acquisitions – 00:03:00 Proactive Buyer Outreach and Building Relationships Early – 00:04:00 Assessing Culture and People Fit in Target Companies – 00:13:00 How to Approach Founder-Led vs. Institutional Sellers – 00:10:30 Retaining or Replacing the CEO Post-Close – 00:17:00 Customer Diligence and Walking Away Post-LOI – 00:19:30 Developing a Structured, Data-Driven Deal Process – 00:25:00 Integration Playbook and Post-Close Audits – 00:31:00 Empowering the Full Exec Team to Source Deals – 00:37:30 The Importance of Learning by Doing in M&A – 00:32:30 Hardest Deal: Cultural Surprises in a China Acquisition – 00:42:00

Questions, comments, concerns? Follow Kison Patel for behind-the-scenes insights on modern M&A.

Larry Hartmann, CEO of ZRG Partners

Larry Hartman, CEO of ZRG Partners dives into aligning strategic M&A with scalable growth. Larry shares how he transformed ZRG into one of the fastest-growing executive search and talent advisory firms through 17 acquisitions in just four years. They break down how to compete with strategic buyers, incentivize founders post-close, maintain deal momentum, and choose the right private equity partner to fuel long-term value.

• How to compete with strategics and win deals through culture and upside

• Structuring founder incentives: equity, earnouts, employment, and non-competes

• Why proprietary deal flow beats auction processes—and how to build it

• The role of private equity in accelerating M&A strategy and funding

________ Try FirmRoom for Free This episode is sponsored by FirmRoom. The World's Most Intuitive Virtual Data Room With AI Contract Analysis No Per-Page Fees. No B.S. Just Smarter, Faster Deals.

Get started with your free trial today! ________

Episode Chapters:

[00:01:00] – Larry's entrepreneurial background and ZRG's origin story

[00:03:30] – Lessons from being acquired by American Express

[00:04:30] – Competing with strategics: The second bite of the apple and culture

[00:07:00] – Keeping founders engaged post-close with rollover equity and vision

[00:09:30] – When M&A became central to ZRG's growth strategy

[00:11:30] – Building the internal M&A team: CFO, corp dev, and beyond

[00:14:00] – Structuring founder incentives and employment contracts

[00:18:30] – Buyer-Led M&A in action: Vision planning and relationship-building

[00:24:30] – Retaining and incentivizing key non-founder talent

[00:30:30] – ZRG's approach to integration: Do no harm, add value gradually

[00:35:00] – Managing valuation gaps and founder expectations

[00:43:30] – Finding the right PE partner and running a dual-track growth strategy

Clare Roberts OBE, Founder and CEO at Kids Planet

In this episode of M&A Science, Clare Roberts shares her journey of founding Kids Planet and growing it into one of the UK's largest childcare providers with 225 nurseries. She reveals how she balanced organic growth with strategic acquisitions while staying true to her company's values. Clare discusses the importance of culture in M&A, managing seller relationships, and how to maintain operational quality during rapid expansion. If you're scaling a business and want to do it without losing sight of what matters most, this is an episode for you.

Things you will learn:

• How to maintain company culture during rapid M&A growth

• The benefits of blending organic growth with acquisitions

• How to build trust with sellers and integrate their teams smoothly

• Why proactive leadership and transparency are key to successful integrations

• [00:01:00] Clare's background and founding story of Kids Planet

• [00:09:30] Transitioning from private investment to private equity support

• [00:12:00] Lessons on choosing the right PE partner beyond capital

• [00:15:00] Sourcing deals and balancing culture fit in acquisitions

• [00:23:00] Typical deal structures: flexibility with freehold vs. leasehold

• [00:26:00] Buyer-led M&A: simplifying the process for sellers and prepping for integration

• [00:29:00] Integration strategy and the role of personalized support

• [00:32:00] Embedding and maintaining culture in newly acquired businesses

• [00:37:30] Common challenges post-acquisition and how to solve them

• [00:43:00] Exploring international expansion and lessons from growing in new markets

• [00:46:30] Clare's advice for new roll-up strategies and maintaining operational quality

• [00:49:30] Craziest things seen in M&A and why lifestyle businesses pose risks

Tina Kassangana, Corporate & M&A Lawyer, Associate at Moritt Hock & Hamroff LLP

Tina Kassangana joins usto explore how legal counsel manages risk throughout the M&A lifecycle. With firsthand insight from a practicing M&A attorney, this conversation dives into the real-world complexities of diligence, purchase agreement structuring, reps and warranties, and navigating disputes post-close. Whether you're a first-time buyer or a seasoned dealmaker, Tina offers sharp, practical guidance that demystifies the legal side of dealmaking.

Things you will learn:

• The three main stages where legal risks arise in M&A—and how to mitigate them

• Why reps and warranties clauses and disclosure schedules are critical

• How to align buyer-seller expectations in earnouts and seller financing

• Legal strategies to prevent conflicts in multi-agreement deals

Intro and Tina's Background – [00:01:00]

Early M&A Risk Identification – [00:05:00]

Buy-Side LOI and Risk Management Roleplay – [00:06:30]

Earnouts vs. Seller Financing and Structuring Strategy – [00:08:00]

Escrow, Reps and Warranties Insurance Deep Dive – [00:11:00]

Asset vs. Stock Deals and Contract Transfer Issues – [00:13:00]

Post-Close Risk & Working Capital Disputes – [00:25:30]

Disclosure Schedules and Rep Breaches – [00:28:30]

Conflicting Terms in Multi-Agreement Deals – [00:35:00]

Post-Close Litigation Triggers (Earnouts, Employment, Equity) – [00:38:00]

Jurisdictional Conflicts and Governing Law – [00:39:00]

How AI Is Changing Contract Analysis – [00:55:00]

Michael Belluomini, Senior Vice President, Mergers and Acquisitions, Carson Group

Kison sits down with Michael Belluomini to unpack how Carson Group scaled its M&A strategy—shifting from internal partner investments to sourcing proprietary external deals at volume. Michael shares tactical insights into managing concurrent transactions, building a sourcing engine, and executing with precision.

• The differences between Buyer-Led and Seller-Led M&A—and when to use each

• How Carson Group built a scalable sourcing engine across multiple deal channels

• Strategies for managing 3–5 concurrent deals without burning out internal teams

• Why culture fit and trust are non-negotiables in M&A success

[00:01:00] Michael's background in M&A and move to Carson Group

[00:05:30] Building equity partnerships with independent advisors

[00:07:00] Carson's first external acquisition and shift to full ownership deals

[00:08:30] Sourcing strategies: banker-led vs. proprietary sourcing

[00:10:30] Key differences between internal and external M&A transactions

[00:12:00] The case for buyer-led M&A: process control and long-term outcomes

[00:17:30] How Carson builds proprietary pipeline using data, outreach, and coaching

[00:20:00] Structuring outreach and qualifying prospective sellers

[00:22:30] Building trust in the process and winning deals beyond valuation

[00:31:00] Integration strategy and Carson's one-stage close model

[00:35:00] Managing 14 deals in one year with a lean team and specialized roles

[00:37:00] Why Carson adopted DealRoom to streamline pipeline and diligence

[00:41:00] How to reduce seller fatigue and coach through diligence

[00:44:00] Culture fit as a non-negotiable deal criterion

[00:50:00] The craziest thing Michael's seen in a deal

[00:52:00] What sellers do after exiting—and why finding your "next" matters

Bob Chapman, Chairman and CEO, Barry-Wehmiller Kyle Chapman, President, Barry-Wehmiller

In this episode of M&A Science, Kison Patel sits down with Bob Chapman and his son Kyle Chapman to explore how Barry-Wehmiller built a $3.6B global business through 140+ acquisitions—by putting people first. Bob, known for pioneering the "Truly Human Leadership" philosophy, and Kyle, who co-founded BW Forsyth Partners, share how culture, transparency, and stewardship shape every deal they do.

They dive deep into how Barry-Wehmiller evolved from a broken family business into a global leader in capital equipment and engineering services—and why their approach to M&A prioritizes care for people over financial engineering. From pre-close transparency to post-close adoption, this episode is a masterclass in using M&A as a force for good.

• Why cultural alignment is more important than revenue synergies in M&A

• How "Truly Human Leadership" became a core differentiator in their acquisition strategy

• How to build a scalable M&A machine rooted in values, not just valuation

• Tactical guidance on structuring buyer-led deals with long-term success in mind

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Only two weeks left to register! This half-day event brings together corporate development leaders and M&A experts to explore Buyer-Led M&A™, showing how you can take control of every stage of the deal. Register Now: DealRoom.net/Summit

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1. [00:00:00] Introduction to the mission behind M&A Science

2. [00:01:30] Barry-Wehmiller's origin story and early business model

3. [00:07:00] Pivot to M&A as a growth strategy after financial struggles

4. [00:10:00] Use of EVA (Economic Value Added) in valuation of private company equity

5. [00:14:00] Building a strategic advantage through people-first culture

6. [00:21:00] Cultural assimilation during acquisitions and why legacy matters

7. [00:27:00] Tactical integration planning with transparency from day one

8. [00:30:00] The evolution from distressed to underperforming acquisitions

9. [00:36:00] Why Barry-Wehmiller doesn't rely on cultural due diligence

10. [00:44:00] Advice for first-time acquirers—what to look for and avoid

11. [00:51:00] Kyle's journey from private equity to leading Barry-Wehmiller

[00:54:00] The future vision for Barry-Wehmiller and global impact

Sindre Talleraas Holen, Head of M&A at Visma

In Part 2 of this global M&A masterclass, Sindre Holen pulls back the curtain on Visma's deal execution strategy, valuation methodology, and post-close philosophy. Visma has quietly become one of the most disciplined and prolific acquirers in Europe and LATAM. How? Through extreme clarity on what they buy, why they buy it, and how they operate post-close.

Sindre and Kison dig into the nuance of buying software companies in different geographies, how Visma thinks about valuation (hint: rule of 40—and sometimes 50—matters), and why the company chooses to "onboard" rather than "integrate." This episode is a candid, behind-the-scenes look at how to structure deals, manage cultural differences, and stay true to a scalable M&A playbook.

Things you will learn:

• How Visma sets valuation ranges across different growth brackets and geographies

• Rule of 40 vs. Rule of 50 and how it impacts multiples

• Why Visma prefers local advisors over centralized consultants in new markets

• Inside Visma's onboarding vs. integration philosophy

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Only two weeks left to register! This half-day event brings together corporate development leaders and M&A experts to explore Buyer-Led M&A™, showing how you can take control of every stage of the deal. Register Now: DealRoom.net/Summit

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If you're bouncing between Excel trackers, email threads, shared drives, and separate VDR, you're not alone-but you are wasting time. Join us for 20 minutes of practical ways to save hours, stay on track, and move deals forward faster. Join us live and see the difference. Register Now

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[00:00:00] – Recap and Starting Part 2: Risk Awareness in Global M&A

[00:01:30] – Analysis Paralysis: Knowing When to Say Yes or No

[00:04:30] – Visma's Scalable Diligence Function & Internal Capabilities

[00:06:00] – Tapping Freelancers, Ex-Corp Dev Talent for First-Time Deals

[00:07:30] – The Strategic Spectrum: PE Mindset vs. Strategic Buyer

[00:09:00] – Visma's "Onboarding," Not "Integration" Philosophy

[00:11:00] – Building Long-Term Founder Relationships Post-Close

[00:13:00] – Standardization: Reporting, Tech, and Cybersecurity Rigor

[00:14:30] – The Rule of 40... or 50? And Why It Matters

[00:20:00] – Earnouts: Bridging Price Expectations Through Growth

[00:28:30] – Closing Over 90% of LOIs: Visma's High Deal Certainty

[00:30:00] – What to Do Before Entering a New Geography

[00:33:30] – Leveraging Local Advisors, Bankers & Cultural Guides

[00:39:30] – Visma's Expansion Into Latin America via Accidental Entry

[00:41:00] – Why LATAM is Surprisingly Ahead in SaaS & Regulation

[00:43:00] – The Role of Humility and Trust in Global Expansion

[00:46:30] – Trends in SaaS M&A: Consolidators, Rollups & Capital Influx

[00:49:00] – Craziest M&A Deal Toy: A Stuffed Eagle

Sindre Talleraas Holen, Head of M&A at Visma In Part 1 of this two-part episode, Kison sits down with Sindre from Visma, one of Europe's most active acquirers in the B2B SaaS space. With over 350+ acquisitions under its belt and a stronghold across Europe and Latin America, Visma has cracked the code for scaling globally while maintaining local authenticity.

Sindre shares how Visma transformed its M&A function from a two-man team to a global machine spanning 20 M&A professionals—and 16,000 employees acting as an extended sourcing engine. He walks through Visma's origin story rooted in M&A, how a bold cold email launched his own career, and the foundational philosophies behind Visma's buyer-led approach to deal execution.

• The surprising power of a cold email—and how it helped launch Visma's M&A team

• Why Visma prioritizes local presence and cultural nuance in M&A sourcing and negotiation

• How internal alignment and operational champions drive deal success

• The three golden rules for successful M&A at Visma

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  What is the Buyer-Led M&A™ Virtual Summit

  Only two weeks left to register! This half-day event brings together corporate development leaders and M&A experts to explore Buyer-Led M&A™, showing how you can take control of every stage of the deal. Register Now: DealRoom.net/Summit

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  Learn why you Shouldn't use Excel for Dilligence

  If you're bouncing between Excel trackers, email threads, shared drives, and separate VDR, you're not alone-but you are wasting time. Join us for 20 minutes of practical ways to save hours, stay on track, and move deals forward faster. Join us live and see the difference. Register Now

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Episode Timestamps: [00:00:00] – Introduction to the Guest & Visma's M&A History [00:03:30] – The €100M Sale That Funded Visma's Acquisition Journey [00:05:00] – Sindre's Bold Cold Email That Launched His M&A Career [00:09:00] – The Three Pillars of Visma's M&A Approach [00:10:00] – Aligning Deals with Equity Story & Internal Champions [00:12:00] – Why M&A Is Always Local: Cultural & Regional Nuances [00:16:00] – Building a Global M&A Team Embedded in Each Region [00:17:30] – Trust and Cultural Dynamics in Deal-Making [00:20:00] – Evolving from Seller-Led to Buyer-Led M&A Strategy [00:21:30] – Proactive Deal Sourcing and Filtering Inbound Leads [00:27:00] – Building Trust with Local Sellers & Country-by-Country Differences [00:29:30] – Rapid Acquisitions vs. Long-Term Relationship Deals [00:31:00] – Case Example: 13-Year Dialogue Before Acquisition [00:35:00] – Country-Specific Negotiation Dynamics & Deal Structures [00:38:00] – Advice for First-Time International Buyer

Ron "Omani" Carson, Founder and Chairman at Carson Group | Founder of Omya

We sit down with Ron "Omani" Carson, founder of Carson Group, for a wide-ranging conversation about transformation—both professional and personal. From launching a financial services firm out of a college dorm room to building a national platform with over $30 billion in assets under management, Omani shares the gritty beginnings, his early lessons in love affair marketing and systemization, and why his first M&A deal nearly broke him.

But the real story unfolds around age 50, when Omani underwent a profound mindset shift—from fear and scarcity to love and abundance. This new lens on leadership reshaped Carson Group's culture, unlocked purpose-driven M&A, and set the stage for launching Omya, his newest venture focused on helping entrepreneurs align joy, legacy, and impact.

This episode is more than M&A—it's a masterclass in reinvention, authentic leadership, and building businesses that matter.

Things you will learn:

• How to scale a firm through systemization and "love affair" client marketing

• What went wrong in Carson Group's first M&A deal—and how they rebounded

• How trauma and personal evolution can drive professional reinvention

• What "conscious capitalism" looks like in a modern financial firm

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Only two weeks left to register! This half-day event brings together corporate development leaders and M&A experts to explore Buyer-Led M&A™, showing how you can take control of every stage of the deal. Register Now: DealRoom.net/Summit

________ Episode Chapters:

[00:01:00] Dorm room origins and cold-calling farmers in Nebraska

[00:07:00] Early success, burnout, and chasing money without fulfillment

[00:10:30] Love affair marketing, process systemization, and client growth

[00:18:00] Lessons from their first M&A deal: culture clash, team turnover, missed red flags

[00:23:30] Partner program and minority investments: a better M&A model

[00:27:00] Personal transformation at age 50 and the birth of "Omani"

[00:35:00] Embracing spirituality, mental wellness, and psychedelic therapy

[00:40:00] Impact investing, farming regeneration, and the trillion-dollar goal

[00:46:00] How Carson's culture shifted—and made M&A better

[00:51:00] 7-day water fasts, health optimization, and living life with intention

[00:55:00] The craziest M&A moment: the painful first acquisition