Gitanjali Pundir, Vice President, Global Corporate Development and M&A; at Visa (NYSE: V) Today, more than 20 reps and warranty insurance companies exist. And unlike before, they are now willing to cover the entire suite of reps and warranties to replace the indemnification provisions in a traditional purchase agreement. So are they worth it? Should buyers consider reps and warranty insurance on all their deals?  In this episode of the M&A; Science Podcast, Gitanjali Pundir, Vice President, Global Corporate Development and M&A; at Visa, discusses representations and warranties from a business perspective.

Reps and Warranties from a Business Perspective

M&A Science is an educational podcast exploring the intricate world of M&A with industry leaders and practitioners.

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Kyle Price, Chief of Staff & Corporate Development at Roblox Creating a dedicated M&A; function can be daunting for non-acquisitive companies. It’s a big commitment that could take away valuable time and resources from top level management. However, when done right, corporate development muscle can be built slowly, and organically.  In this episode of the M&A; Science Podcast, Kyle Price, Chief of Staff & Corporate Development at Roblox, shares his experience on how to start an M&A; function slowly and successfully from scratch.  Things you will learn in this episode: • When to build an M&A; function • Importance of the people side in M&A; • Working with business leaders • Evolution of corporate development • Handling biases in the M&A; process   This episode is sponsored by FirmRoom.  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 https://firmroom.com ****************** Episode Bookmarks 00:00 Intro 04:10 When to build an M&A; function 07:40 Challenges of a high-growth company doing M&A; 08:45 Lessons learned along the way 10:39 Importance of the people side in M&A; 12:57 Integration planning 14:39 Working with business leaders 16:42 Deal sourcing 17:24 Overcoming anti-M&A; culture 22:04 Team alignment from functional leads 24:02 M&A; surprises 25:59 Setting up new leaders for success 28:07 Evolution of corporate development 33:15 Measuring corporate development activity 34:20 Incentivizing the team 35:03 Handling biases in the M&A; process 43:33 Craziest thing in M&A;  

Building Corporate Development Muscle

Ivan Golubic, CFO | Corporate Development M&A; at FastLap Group Roll ups are a great strategy for highly fragmented industries. It allows the platform company to increase its size, capabilities, and market presence through the acquisition and integration of other businesses. However, it can be challenging without a proper framework.  In this episode of the M&A; Science Podcast, Ivan Golubic, CFO, Corporate Development M&A; at FastLap Group, shares his experience on how to start executing roll up strategy in M&A; from scratch.  Things you will learn: • Setting up the roll up strategy • Valuation on roll up strategy • Building the operating strategy • Dealing with capital providers • Biggest lessons learned doing roll up strategy   This episode is sponsored by the DealRoom.  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://dealroom.net ****************** Episode Bookmarks 00:00 Intro 03:01 Transitioning from Corporate Development to CFO  07:39 Setting up the roll up strategy 12:26 Importance of industry expertise 14:10 Proactive approach to expanding industry expertise 16:11 Valuation on roll up strategy 22:10 Building the operating strategy 24:54 Dealing with capital providers 28:37 Building your pipeline 30:45 Pitching to the PE firm 35:48 Explaining your M&A; process to investors 38:46 Building your M&A; team 40:42 Monitoring Cost 42:05Success metrics 49:25 Utilizing Technology 50:45 Importance of a unified platform 52:58 Biggest lessons learned doing roll up strategy 56:39 Future trends in the roll up space 57:33 Craziest thing in M&A;  

How to Start Executing the Roll Up Strategy in M&A

Jim Buckley, Vice President, Mergers and Acquisitions Integration at VMware Integration planning is one of the most important aspects of M&A; pre-close. Planning after the fact will cause massive delays and value leaks for the entire deal. It is why the integration team must be involved during the due diligence phase.  In this episode of the M&A; Science Podcast, we will talk about how to create an executable integration plan during the diligence, featuring Jim Buckley, Vice President, Mergers and Acquisitions Integration at VMware. Things you will learn in this episode: • How to work as an integration leader • Building an integration plan • Pre-LOI integration planning • Connecting diligence with integration planning • Defining 'done' in M&A; integration This episode is sponsored by FirmRoom.   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 https://firmroom.com ****************** Episode Bookmarks 00:00 Intro 04:41 Navigating corporate transitions 08:31 Aligning the integration leader with the north star 10:02 How to work as an integration leader 11:25 The role of an integration lead 13:31 Building an integration plan 16:25 Focus on revenue and integration 18:51 Pre-LOI integration planning 25:08 M&A; due diligence 27:37 Employee integration and customer satisfaction 29:56 Connecting diligence with integration planning 36:20 Approach to team collaboration 39:06 The details of integration plan 41:11 Complexities of M&A; integration planning 44:57 Aligning with the target company 46:46 Defining 'done' in M&A; integration 49:12 Integration teams leading due diligence 51:38 Leveraging diligence data for effective planning 53:13 Advice for M&A; practitioners 55:45 Craziest thing in M&A;

How to Create an Executable Integration Plan During Due Diligence

Keith Levy, Operating Partner at Sonoma Brands Every company must have a strong capital allocation strategy to maximize its potential. Without it, the company may end up missing opportunities and spending money on things that won't help it grow or become more profitable.  In this episode of the M&A; Science Podcast, Keith Levy, Operating Partner at Sonoma Brands, shares his experience on successful and unsuccessful capital allocation strategies.  Things you will learn in this episode: • Strategy vs IRR • Venture capital vs recapitalization strategy • Minority vs majority recapitalization • Evaluating exit strategy  This episode is sponsored by the DealRoom  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://dealroom.net ****************** Episode Bookmarks 00:00 Intro 11:27 Focusing on organic growth 16:37 Post-merger integration execution 25:01 Strategy vs IRR 26:59 Handling projections 28:07 Integration with Mars 36:20 Role of an operating partner 42:07 Big company vs Small company in M&A; 43:39 Venture capital vs recapitalization strategy 48:44 Cashing out from an owner’s perspective 50:42 Minority vs majority recapitalization 54:03 Impact of valuations and interest rates on investment decisions 59:07 Timing on investments 1:01:25 Evaluating exit strategy 1:03:46 Advice for practitioners 1:05:41 Craziest thing in M&A;  

Uncovering Capital Allocation Strategies

Gerry Williams, Partner at DLA Piper US LLP and a member of their management committee. Private equity firms are established for the sole purpose of generating substantial financial returns for its investors. And one of the most effective ways of maximizing investment returns is the roll up strategy. This involves buying small-sized businesses in a highly fragmented industry and combining them into a larger platform. The goal is to improve efficiency and be sold later for a higher price.   In this episode of the M&A; Science podcast, we will discuss roll up strategy in private equity with Gerry Williams, Partner at DLA Piper US LLP. Things you will learn this episode: • Industries susceptible to roll up strategy • Challenges of executing roll up strategy • Negotiating the LOI in roll up strategy • Typical deal structure in roll up strategy • Employing Earnouts in roll up strategy This episode is sponsored by FirmRoom  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 ****************** Episode Bookmarks 00:00 Intro 04:06 Industries susceptible to roll up strategy 06:22 The trend of roll up strategy in private equity 10:42 Complexities of Roll up strategy 15:52 Challenges of executing roll up strategy 20:32 How to mitigate risks 24:19 Managing multiple roll up businesses 26:49 Negotiating the LOI in roll up strategy 33:00 Breakup fees on private deals 35:57 Typical deal structure in roll up strategy 43:24 Employing Earnouts in roll up strategy 48:07 Unique negotiations during LOI 49:31 Do’s and Don’ts of executing roll up strategy 52:57 Craziest thing in M&A;  

Reps and Warranties from a Business Perspective

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