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This Is M&A Podcast episodes
- What Buyers Actually Pay For: The Ten Pillars of Enterprise Value w/ Joe Durnford | This Is M&A
Ten Pillars of Enterprise Value explained: what buyers actually pay for and why most founders overestimate their business before exit.
Joe "JD" Durnford, Founder and CEO of JD Ford & Company, joins This Is M&A to break down the framework he has used across 200+ transactions and $4 billion in enterprise value. A 2022 inductee into the M&A Advisor Hall of Fame, Joe built JD Ford in 1996 after helping found Coopers and Lybrand Securities, and has spent nearly 40 years in the boardroom where buyers and sellers meet.
In this episode, you will learn:
✔️ Why founders who consistently ask "what's wrong with my business?" extract the highest premiums and why emotional valuation destroys outcomes✔️ The Ten Pillars of Enterprise Value: Purpose, People, Product, Packaging, Promotion, Planning, Process, Partnerships, Profitability, and Protection✔️ Why EBITDA margin expansion is the single most important value creation lever for privately held businesses✔️ How AI tools delivered six additional margin points per transaction in a recent commodities deal and why buyers now expect AI adoption✔️ Why building your data room every month is deal readiness and waiting until a buyer calls is deal risk✔️ The cautionary story of a founder who walked away from the closing table three times and lost everythingLearn more about Joe Durnford and JD Ford and Company:
LinkedIn: https://linkedin.com/in/josephdurnford/Email: [email protected]Connect with your host, Steven Monterroso:
LinkedIn: https://linkedin.com/in/determined2succeed/Follow This Is M&A Podcast on LinkedIn:
https://linkedin.com/company/this-is-m-a/Want to become our next guest?
Sign up or subscribe: https://sharevault.com/this-is-ma/Subscribe for real conversations on M&A, exits, and value creation. New episodes every week.
Timestamps
00:00 Meet Joe Durnford: 200 Deals, One Framework02:53 Why Founders Always Overvalue Their Business07:30 The Ten Pillars: Purpose, People, Product13:59 The Machine: Process, Planning, Partnerships17:48 AI and Clean Data as Deal Multipliers21:22 Build Your Team Before the Knock Comes35:49 The Three Pillars That Move the Needle Most41:51 Value Creation vs. Extraction: What Is the Difference?45:21 Three Times at the Table and He Walked Away53:40 How to Reach Joe and What He Can Do#mna #exitplanning #businessvaluation #privateequity #lowermiddlemarket
58 min - The LOI is Where Leverage Moves: What Every Seller Needs to Know w/ Bill Sorenson | This Is M&A
Most sellers think the Letter of Intent is a formality. Bill Sorenson says it is where leverage starts to move, and most founders never see it coming.
In this episode of This Is M&A, Bill Sorenson, CEO and Principal of Heritage Capital Group, breaks down why the LOI is the single most important document in any M&A deal, what happens to your leverage the moment you sign, and which terms beyond purchase price must be locked in before you hand over exclusivity.
Bill has spent nearly 30 years in middle market investment banking and strategic consulting, leading hundreds of M&A transactions with deal sizes typically ranging from $20 million to $150 million in enterprise value. He is the principal of Heritage Capital Group and sister firm Business Valuation, Inc., and brings a process-improvement lens shaped by time at Deloitte and Fortune 50 consulting to every engagement.
In this episode, you will learn:
✔️ Why the LOI, not the purchase agreement, is the most consequential document in the entire deal✔️ How exclusivity works and exactly what leverage you surrender the moment you sign✔️ Which provisions beyond purchase price must be negotiated at the LOI stage: earnouts, rollover equity, seller notes, rep and warranty insurance, escrow, and real estate✔️ Why buyers push hard to get you under LOI fast and how to recognize that pressure for what it is✔️ How a competitive process produced offers ranging from 3x to 9x on the same businessLearn more about Bill Sorenson and Heritage Capital Group:
Website: https://heritagecapitalgroup.comhttps://businessvaluationinc.com/LinkedIn: https://linkedin.com/in/bill-sorenson-71a6585/Connect with your host, Steven Monterroso:
LinkedIn: https://linkedin.com/in/determined2succeed/Follow This Is M&A Podcast on LinkedIn: https://linkedin.com/company/this-is-m-a/
Want to become our next guest?
Sign up or subscribe: https://sharevault.com/this-is-ma/Listen now on Apple Podcasts, iHeartRadio and Spotify.
#thisismapodcast #mna #letterofintent #exitplanning #middlemarket #sellside #duediligence #privateequity #founders #mergersandacquisitions
Chapters
00:00 — Meet Bill Sorenson: Banker, Musician, Knife-Fight Survivor02:42 — LOI 101: The Deal's Most Critical Doc04:43 — Exclusivity: Where Your Leverage Disappears07:48 — Roadmap or Rules of Engagement?14:16 — Why Buyers Rush You to Sign Fast20:34 — Terms That Matter More Than Price27:43 — "Non-Binding" Is a Dangerous Myth32:25 — Post-LOI: Diligence, Disclosures, Don't Lose Focus41:17 — Rapid Fire: M&A Myths Busted44:52 — From Defense Contracting to Middle Market Deals57 min - How Serial Acquirers Build a Repeatable M&A Machine w/ Gwen Pope | This Is M&A
Most companies think finding the right deal is the hard part. It isn't.
In this episode of This Is M&A, Gwen Pope, Co-founder and CEO of Tiger Team M&A, breaks down why the best acquirers stop treating M&A as a one-off event and start building it as a repeatable operating system, what integration-led diligence actually looks like in practice, and how lean teams can now compete with enterprise serial acquirers using purpose-built AI.
Gwen is a veteran M&A strategist with 20+ years and nearly 100 transactions ranging from $10 million to $10 billion. She has built and led M&A organizations across product, tech, go-to-market, and corporate strategy at Google, Microsoft, eBay, and elsewhere. She is co-owner of multiple patents and co-founder of Tiger Team M&A, whose M&AOP platform embeds patented decisioning methodology to help serial acquirers drive deal ROI more efficiently and predictably.
In this episode, you will learn:
✅ Why 75% of M&A headcount has been cut at large serial acquirers while deal volume is up 40% year over year and what that math means for execution risk✅ What separates a true serial acquirer from a company that just does deals✅ Why buyer-led M&A starts with strategy and corporate roadmap, not targets✅ What integration-led diligence finds that traditional checklists never will✅ How a spike in support tickets once exposed an entire deal thesis as broken✅ Why the value gap between programmatic and non-programmatic acquirers is not just large, it is wideningLearn more about Gwen Pope and Tiger Team M&A:
Email: [email protected]Website: https://tigerteammna.comLinkedIn (Personal): https://linkedin.com/in/gwenpopeLinkedIn (Company): https://linkedin.com/company/tiger-team-mna Substack: https://substack.com/@tigerteammnaConnect with your host, Steven Monterroso:
LinkedIn: https://linkedin.com/in/determined2succeed/Follow This Is M&A Podcast on LinkedIn: https://linkedin.com/company/this-is-m-a/
Want to become our next guest?
Sign up or subscribe: https://sharevault.com/this-is-ma/Listen now on Apple Podcasts, iHeartRadio and Spotify.
#thisismapodcast #mna #serialacquirer #corporatedevelopment #integrationplanning #mnaoperatingmodel #privateequity #dealmaking #aiinma
Chapter Markers
00:00 — Meet Gwen Pope: 100 Deals, Five Tech Giants04:50 — The Brutal Math Lean M&A Teams Face12:10 — One Deal vs. a Deal Machine19:53 — What Reactive M&A Actually Looks Like27:17 — Building the M&A Nervous System33:42 — Why Your Diligence Checklist Is Lying to You40:12 — The Support Ticket That Blew Up a Deal45:38 — The Modern M&A Operating System Explained54:42 — Can Lean Teams Outcompete the Giants?59:55 — Gwen's Career Arc: How It All Clicked1 hr 7 min - Quality of Earnings Explained: What Kills Deals & How to Prepare w/ Mary Grace Doggett | This Is M&A
Most founders think their financials are bulletproof. When quality of earnings review begins, quality of earnings review begins.
In this episode of This Is M&A, Mary Grace Doggett, Transaction Advisory Services Manager at GHJ, breaks down what a QoE actually tells you, what it does not, how smart sellers use it to protect valuation, and the red flags that quietly reprice or kill deals before close.
Mary Grace provides financial due diligence support for buy- and sell-side transactions ranging from $10 million to $1 billion at GHJ, a national independent advisory, tax, and accounting firm. She specializes in the food and beverage sector and works with privately held businesses, private equity firms, and institutional investors across the lower to middle market.
In this episode, you will learn:
✅ Why a QoE is not an audit and what that distinction actually means for valuation✅ How smart sellers diligence themselves first and why transparency upfront is almost always cheaper than negotiating under pressure✅ The red flags that kill or reprice deals: revenue quality issues, unsupported add-backs, working capital surprises, and lack of financial infrastructure✅ Why deals don't break but unravel, and what causes the fastest unraveling✅ When to run a sell-side QoE and why 3 to 6 months before going to market is the right windowLearn more about Mary Grace Doggett and GHJ:
Website: https://ghjadvisors.comLinkedIn: https://linkedin.com/in/marygracedoggett/Email: [email protected]Connect with your host, Steven Monterroso:
LinkedIn: https://linkedin.com/in/determined2succeed/Follow This Is M&A Podcast on LinkedIn: https://linkedin.com/company/this-is-m-a/
Want to become our next guest?
Sign up or subscribe:https://sharevault.com/this-is-ma/Listen now on Apple Podcasts, iHeartRadio and Spotify.
Chapter markers:
00:00 — What Quality of Earnings Actually Tells You03:25 — EBITDA Normalization Explained08:36 — QoE vs. Audit: What Is the Difference10:01 — When Does a Deal Need a QoE12:23 — Revenue Quality Red Flags That Kill Deals15:15 — EBITDA Add-Back Battles17:04 — How Deals Unravel18:22 — How Smart Sellers Prepare and Protect Valuation21:54 — Working Capital Surprises24:41 — Related Party Transactions25:58 — The Red Flags That Kill vs. Reprice28:05 — Timing: When to Run a Sell-Side QoE31:22 — Mary Grace's M&A Family Legacy#thisismapodcast #mna #qualityofearnings #financialduediligence #exitplanning #privateequity #foodandbeverage #lowermiddlemarket #ebitda #mergers #qoe
35 min - Bad Surprises Kill Deals: What Closes Life Sciences & Medtech M&A w/ Gregg Blake | This Is M&A
Most medtech deals that stall were already in trouble before the process started.
In this episode of This Is M&A, Gregg Blake, Managing Director in Healthcare Investment Banking at CapM Advisors, breaks down what separates deals that close from deals that die: how to build for a premium exit 2 to 3 years out, what hidden risks quietly kill momentum, and how to run a sell-side process that actually extracts maximum value at the finish line.
Gregg Blake is a Managing Director at CapM Advisors, based in New York. He has been advising clients worldwide in healthcare, life science, and medical technology for over 20 years. He founded Brocair, a dedicated healthcare corporate finance advisor, in 2004 and ran it for over a decade before merging it with Bryan Garnier, where he co-led the healthcare practice. CapM Advisors has completed M&A transactions totaling over $51 billion.
In this episode, you will learn:
⚡️ What the best companies do 2 to 3 years before exit to position for a premium outcome⚡️ Why customer concentration and CEO dependency quietly destroy deal value before a buyer ever shows up⚡️ How to control the diligence narrative before a buyer controls it for you⚡️ Why running your own QofE before going to market is non-negotiable⚡️ How competitive tension in a sell-side process added 25% to one deal's value in 36 hours⚡️ When scientific risk kills life science deals versus when commercial risk is the real threatLearn more about Gregg Blake and CapM Advisors:
Website: https://cap-m.comLinkedIn: https://linkedin.com/in/greggblake/Connect with your host, Steven Monterroso:
LinkedIn: https://linkedin.com/in/determined2succeed/Follow This Is M&A Podcast on LinkedIn:
https://linkedin.com/company/this-is-m-a/Want to become our next guest?
Sign up: https://sharevault.com/this-is-ma/Listen now on Apple Podcasts, iHeartRadio and Spotify.
Chapter Markers
00:00 — Meet Gregg Blake, M&A Insider02:36 — Build the Exit Before It Exists06:22 — Who You Take Money From Matters11:03 — Capital Structure Can Kill Your Exit14:05 — Why Deals Stall (And How to Stop It)18:33 — Science Risk vs. Commercial Risk21:30 — Management Red Flags Buyers Notice23:44 — Creating Competitive Tension to Win33:40 — Long-Term Relationships Drive Deals39:45 — How to Reach Gregg Blake#thisismapodcast #mna #medtech #lifesciences #healthcareinvestmentbanking #exitplanning #founders #duediligence #middlemarket #dealstructure
38 min - Technical Debt Is Killing Your PE Returns w/ Dave Mangot | This Is M&A
Most PE investors never look at the engineering organization. That blind spot is costing them.
Dave Mangot, author of DevOps Patterns for Private Equity and founder and CEO at Mangoteque, joins This Is M&A to explain how DORA metrics translate into investor outcomes, why technical debt quietly destroys EBITDA, and what breaks in the first 100 days post-close. A DevOps veteran, he has successfully led digital, SRE, and DevOps transformations at Salesforce, SolarWinds, and Cable and Wireless.
In this episode, you will learn:
⚡️ What DORA metrics actually signal about business health — and what to listen for when your CTO presents them⚡️ How technical debt inflates COGS and destroys EBITDA before it shows up on a financial statement⚡️ Why AI amplifies existing engineering problems instead of fixing them⚡️ Why not integrating engineering teams post-acquisition is the costliest PE mistake⚡️ What engineering alpha means and how multi-tenant SaaS architecture drives EBITDA marginLearn more about Dave Mangot and Mangoteque:
Website: https://mangoteque.comBlog: https://blog.mangoteque.comPodcast: https://engineeringalpha.fmLinkedIn: https://linkedin.com/in/dmangot/Email: [email protected]Connect with your host, Steven Monterroso:
LinkedIn: https://linkedin.com/in/determined2succeed/Follow This Is M&A Podcast on LinkedIn: https://linkedin.com/company/this-is-m-a/
Want to become our next guest?
Sign up or subscribe: https://sharevault.com/this-is-ma/Listen now on Apple Podcasts, iHeartRadio and Spotify.
TIMESTAMPS
00:00 — Meet Dave Mangot of Mangoteque
01:21 — Engineering's Hidden Role in PE Value05:21 — Technical Debt Is Killing Your Margins09:28 — Moneyball: More At-Bats, More Growth15:52 — DORA Metrics Decoded for Investors22:11 — Speed vs. Quality? Both. Here's Why29:26 — When the CTO's Vision Stalls Out35:36 — Acquisitions That Freeze Product Delivery41:50 — Engineering Alpha: The EBITDA Multiplier48:10 — How to Reach Dave and Final Takeaways#thisismapodcast #mna #privateequity #devops #technicaldebt #softwarevaluation #exitplanning #engineeringalpha
54 min - Growth Isn't Value with Mike de Windt | This Is M&A
Most privately held business owners believe growing revenue automatically makes their company more valuable. Buyers disagree. And that gap is exactly where deals get discounted.
In this episode of This Is M&A, Mike de Windt, Managing Director of Strategic Advisory at Carleton McKenna & Company, breaks down what actually drives shareholder value in founder-led and family-owned businesses, the hidden levers sophisticated buyers price into every deal, and why applying private equity discipline before you ever think about selling is the highest-leverage move any owner can make.
Mike brings over 30 years of experience across private equity, operating leadership, and strategic advisory. He was the founder and CEO of Gates Group Capital Partners, a Cleveland-based PE firm with over $300 million in capital under management and more than $850 million in aggregate enterprise value across realized investments. He also founded Grand River Industries and served on the corporate development team at NACCO Industries. Today at Carleton McKenna, he works directly with founder-led and family businesses to close the gap between where they are and what buyers will actually pay a premium for.
In this episode, you will learn:
⚡️ Why revenue growth without margin expansion and cash flow conversion can actually reduce your valuation in the eyes of buyers
⚡️ The three-legged stool of value creation: strategy, scalable business model, and repeatable, predictable economics⚡️ What the hidden levers really are: quality of earnings, pricing discipline, management incentive alignment, and reducing key person dependence⚡️ Why the annual operating plan is a core management tool, not a box to check for your lender⚡️ How to build a business that gives you real optionality: sell, recap, or keep growing on your termsLearn more about Mike de Windt and Carleton McKenna & Company:
Website: https://www.carletonmckenna.comLinkedIn: https://www.linkedin.com/in/mikedewindt/Email: [email protected]Connect with your host, Steven Monterroso:
LinkedIn: https://linkedin.com/in/determined2succeed/Follow This Is M&A Podcast on LinkedIn:
https://linkedin.com/company/this-is-m-a/Want to become our next guest?
Sign up or subscribe: https://sharevault.com/this-is-ma/Listen now on Apple Podcasts, iHeartRadio and Spotify.
Timestamps
00:00 — Intro: Meet Mike de Windt03:01 — Growth Isn't Value: Here's Why06:10 — How Mike Sizes Up a New Client13:47 — Getting Your House in Order First22:16 — The Three-Legged Stool of Value Creation30:25 — Hidden Levers Buyers Actually Pay For41:48 — Why Most Companies Skip the AOP50:00 — Running the Business Like You'll Sell It57:58 — Founders vs. Professional Management01:05:08 — Mike's Path and How to Reach Him#thisismapodcast #mna #privateequity #exitplanning #lowermiddlemarket #shareholdervalue #ebitda #founderstories #mnadvisory #operationalexcellence
1 hr 12 min - Why 95% of AI Investments Fail with Lisa Davis | This Is M&A
Most companies are failing at AI.
Not because the technology is broken, but because the organization is not ready for it.
In this episode of This Is M&A, Lisa Davis, Founder and CEO of Davis Core Advisory, breaks down why 95% of enterprises show no ROI on AI adoption, what leaders are getting wrong about digital transformation, and how executives can build the kind of organization that is actually ready for what comes next.
Lisa is a CIO Hall of Fame inductee with over 30 years of leadership across defense, government, healthcare, and technology. She served as EVP and CIO of Blue Shield of California, where she led digital transformation for a $24 billion nonprofit health plan. Prior to that she managed an $8 billion P&L as VP and GM at Intel, and held CIO roles at Georgetown University, the U.S. Marshals Service, and the Department of Defense. She currently serves on the boards of Movius and 3Strands Global Foundation and is an Executive in Residence at Progress Partners.
In this episode, you will learn:
⚡️ Why 95% of enterprises see zero ROI on AI and the three root causes behind the number⚡️ What CEOs and CIOs consistently get wrong when leading digital transformation⚡️ How to define and build a portfolio career before you need one⚡️ The five-year rule for landing a board seat and why 80% of board seats come from your network⚡️ What modern boards are still missing and why CIOs belong at the table🔗 Learn more about Lisa Davis and Davis Core Advisory:
Website: https://daviscoreadvisory.comLinkedIn: www.linkedin.com/in/lisa-davis-cio/🔗 Connect with your host, Steven Monterroso:
LinkedIn: https://linkedin.com/in/determined2succeed/Follow This Is M&A Podcast on LinkedIn:
https://linkedin.com/company/this-is-m-a/Want to become our next guest?
Sign up or subscribe: https://sharevault.com/this-is-ma/Listen now on Apple Podcasts, iHeartRadio and Spotify.
#thisismapodcast #mna #digitaltransformation #artificialintelligence #leadership #boardroom #cio #womeninstem
58 min - Building and Selling a Winning Business w/ Pete Moore | This Is M&A
Most founders treat selling their business like selling milk at the grocery store.
Pete Moore has spent 20 years watching that mindset cost founders millions.
In this episode of This Is M&A, Pete Moore, Founder and Managing Partner of Integrity Square, breaks down what it actually takes to build a business worth buying: the playbook, the team, the fourth quarter, and the one line every founder needs to hear before they hire an advisor.
Pete has driven M&A in the wellness and active lifestyle space for over two decades. He founded Integrity Square, a boutique advisory and seed investment firm focused on the HALO sector, which stands for Health, Active Lifestyle and Outdoors. He previously closed over $1.5B in deals at Sagent Advisors, co-founded Iron Planet which sold to Ritchie Bros. for $758M, hosts the HALO Talks podcast, runs the HALO Academy, and wrote Time to Win Again: 52 Takeaways from Team Sports to Ensure Your Business Success.
In this episode, you will learn:
✔️ Why every business is really just solving a frustration someone will pay for✔️ How the right playbook and the right team create value buyers pay a premium for✔️ Why sharing real financials with your team builds the alignment that survives a sale process✔️ What the 4th quarter of a deal actually looks like and how to keep your best people through close✔️ Why silence is the death knell of relationships during a transactionLearn more about Pete Moore and Integrity Square:
Website: https://integritysq.com/LinkedIn: https://linkedin.com/in/peteymo/Email: [email protected]Connect with your host, Steven Monterroso:
LinkedIn: https://linkedin.com/in/determined2succeed/Follow This Is M&A Podcast on LinkedIn: https://linkedin.com/company/this-is-m-a/
Want to become our next guest? Sign up or subscribe: https://sharevault.com/this-is-ma/
Listen now on Apple Podcasts, iHeartRadio, Spotify, and all major podcast platforms.
Chapter Markers
00:00 — "I'm Not Your F***ing Vendor"01:01 — Meet Pete Moore, HALO deal maker05:40 — Every business solves a frustration10:06 — Building the winning playbook14:47 — Draft right, crockpot your managers25:30 — The client is never the idiot29:44 — You're entering a rollercoaster with no seatbelt34:25 — Fourth quarter: close the deal or lose everything40:38 — The mentors who built Pete Moore43:35 — Where to find Pete#thisismapodcast #mna #exitplanning #founders #halosector #wellness #privateequity #middlemarket
46 min - The Earnout Trap: How to Structure Deals That Actually Close with Salim Dada | This Is M&A
Most earnouts are never earned. Most founders do not know why until it is too late.
In this episode of This Is M&A, Salim Dada, Managing Director and CEO of Concord Ventures, breaks down the three deal structure decisions that determine whether a founder walks away with what they expected: cash versus equity, earnouts and seller financing, and leveraged buyouts in today's credit environment.
Salim has closed more than 100 business sales across technology, aerospace and defense, manufacturing, logistics, pharmaceuticals, infrastructure, and retail. He has been doing this since 2001, focuses on transactions between $20M and $100M in enterprise value, and is based in Seattle where aerospace and defense M&A keeps him very busy.
In this episode, you will learn:
⚡️ When to take cash and when rolling equity actually makes you more money⚡️ Why earnouts based on revenue protect sellers and earnouts based on profit almost never do⚡️ How to structure seller financing so it does not go south⚡️ What platform versus add-on means and why it changes your negotiating position⚡️ Why private equity stopped going to banks and what that means for deal financing today⚡️ Why honest conflict early in a deal is almost always a better sign than polite agreementLearn more about Salim Dada and Concord Ventures:
Website: https://concordventuresinc.com/LinkedIn: https://linkedin.com/in/salimdada/Email: [email protected]Connect with your host, Steven Monterroso:
LinkedIn: https://linkedin.com/in/determined2succeed/Follow This Is M&A Podcast on LinkedIn: https://linkedin.com/company/this-is-m-a/Want to become our next guest?
Sign up or subscribe: https://sharevault.com/this-is-ma/Listen now on Apple Podcasts, iHeartRadio, Spotify, and all major podcast platforms.
#thisismapodcast #mna #exitplanning #founders #dealstructure #earnout #privateequity #middlemarket
00:00 Intro02:33 Cash Vs. Stock: When To Take Chips Off The Table07:29 Case Study: Turning A Skeptical Seller Into A Believer18:03 The Golden Rule Of Earnouts (Revenue Vs. EBITDA)22:55 Seller Financing: How To Vetting Your Buyer's Pockets30:34 Platform Vs. Add-On: Know Your Position In The Portfolio40 min
About This Is M&A Podcast
From the publisher's feed
Dealmaking without the B.S.
Designed for the decision-makers navigating complex, high-stakes transactions, This is M&A is your front-row seat to the real world of mergers and acquisitions, capital raises, and strategic moves.
Whether you're a CEO, founder, corporate development leader, or senior executive, this podcast is for you.