M&A Science

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

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

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

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

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

Tyler Rodewald, VP, M&A at EIS Holdings In a world where change is the only constant, businesses are continually seeking innovative ways to stay ahead of the curve. One such method that has gained prominence is the corporate diversification strategy, a multifaceted approach that can lead to new growth avenues and enhanced resilience. In this episode of the M&A Science Podcast, Tyler Rodewald, VP, M&A at EIS Holdings, discusses corporate diversification through M&A. Things you will learn: • Corporate diversification strategy • Drivers of corporate diversification • People involved in corporate diversification • Projecting revenue synergies • Closing deals with competition This episode is brought to you by the M&A Science Spring Summit 2024 happening on April 10th at 10AM ET. It's your chance to join leading M&A experts as they share innovative and the latest trends from their own deals. Save your spot here. ****************** Episode Bookmarks 00:00 Intro 02:55 Corporate diversification strategy 03:32 Drivers of corporate diversification 05:22 People involved in corporate diversification 08:00 Communicating the diversification strategy - The number one step 08:51 Customer overlaps on deals 11:17 Capital Allocation 13:41 Proprietary deal vs Bank Deal 15:22 Deal Sourcing 17:57 Closing deals with competition 19:22 Cultural integration 22:03 Handling resistance 23:21 Measuring Success 24:31 Projecting revenue synergies 26:09 Earnouts 30:31 Letter on intent exclusivity 32:10 Combining diligence with integration using DealRoom 36:42 Using DealRoom with Sellers 40:02 Advice for practitioners doing corporate diversification 40:30 AI in M&A 46:34 Craziest thing in M&A

Andrey Galiuk, Vice President of Corporate Development and Investor Relations Before doing M&A, it is crucial for acquirers to target the right business, in the right market. Otherwise, it could potentially be a costly mistake that would waste the company’s time and money. In this episode of the M&A Science Podcast, Andrey Galiuk, Vice President of Corporate Development and Investor Relations, shares his expertise on how to perform strategic due diligence in M&A. Things you will learn: • What is strategic due diligence • How to perform strategic due diligence in M&A • Entering the right market • Finding the right target company • Biggest challenge when performing strategic diligence This episode is brought to you by the M&A Science Spring Summit 2024 happening on April 10th at 10AM ET. It's your chance to join leading M&A experts as they share innovative and the latest trends from their own deals. Save your spot here. ****************** Episode Bookmarks 00:00 Intro 11:17 What is strategic due diligence 16:25 How to perform strategic due diligence in M&A 25:00 Entering the right market 38:05 Finding the right target company 41:25 When to perform strategic due diligence 42:38 Proactive vs. Reactive deal sourcing 44:33 Importance of culture 47:05 When to start integration planning 49:11 Red flags during strategic diligence 50:33 Assessing incoming people 51:20 Biggest challenge when performing strategic diligence

George Kellerman, VP, Head of Investments & Acquisitions at Woven by Toyota and Alexander Baum, Corporate Development Lead at Woven by Toyota In the ever-evolving world of business, staying ahead isn't just about what a company does today, but how it prepares for tomorrow. This is where a venture capital arm comes into play. It is a specialized division within a larger company that focuses on investing in emerging startups and innovative projects. In this episode of the M&A Science Podcast, George Kellerman, VP, Head of Investments & Acquisitions at Woven by Toyota, and Alexander Baum, Corporate Development Lead at Woven by Toyota, share their experience on how to stand up a venture capital arm. Things you will learn: • How did Woven by Toyota got started • Successfully start a venture capital arm • Leadership in managing people • Biggest Lessons Learned • Dealing with cultural difference This episode is brought to you by the M&A Science Spring Summit 2024 happening on April 10th at 10AM ET. It's your chance to join leading M&A experts as they share innovative and the latest trends from their own deals. Save your spot here. ****************** Episode Bookmarks *George Kellerman 00:00 Intro 06:15 From firefighter to M&A 09:49 How did Woven by Toyota got started 11:19 Project Kate 12:58 Pitching the shift in strategy 14:31 Woven Capital’s strategy 16:48 How to successfully start a venture capital arm 19:45 Leadership in managing people 22:03 Biggest lessons learned 26:00 A change in strategy 27:04 The Woven City Project 31:11 Dealing with cultural difference 35:40 Craziest thing in M&A *Alex Baum 39:34 Noticing cultural differences in Japan 42:11 Relocating to Tokyo 44:07 New York vs Japan culture 45:28 Work culture in Japan 48:32 Rubber stamp approval in Japan 49:51 Balancing American and Japanese culture 51:27 Maintaining alignment 52:09 Craziest thing in M&A

Camilo Franco, Director, M&A Integration and Operations at Jamf There is an intimate tie between M&A strategy and corporate strategy. To be truly effective, acquisitions must directly support the overarching goal of the company. But beyond that, there needs to be a strategic alignment with everyone involved. In this episode of the M&A Science Podcast, Camilo Franco, Director, M&A Integration and Operations at Jamf, shares their secrets on how to achieve strategic alignment from top to bottom. Things you will learn: • How to achieve strategic alignment • Strategies for effectively communicating M&A plans • Tools used to maintain alignment • Connecting diligence and Integration • Advice for integration practitioners ****************** This episode is brought to you by the M&A Science Spring Summit 2024 happening on April 10th at 10AM ET. It's your chance to join leading M&A experts as they share innovative and the latest trends from their own deals. Save your spot here. ****************** Episode Bookmarks 00:00 Intro 08:45 Definition of strategic alignment 10:31 How to achieve strategic alignment 12:51 Relaying M&A strategy against corporate strategy 13:54 Getting buy-in from team members 15:37 Overcoming anti-M&A culture 18:44 Strategies for effectively communicating M&A plans 21:21 Alignment with the integration team 23:51 Formulating the integration thesis 26:37 Role of steering committee 28:04 Communicating decisions with the broader organization 29:30 Managing integration without IMO 32:09 Ensuring company readiness for integration 34:11 Gauging M&A readiness 36:06 Side effects of burnout people 37:25 Defining the end of integration 39:30 Tools used to maintain alignment 43:32 Agile M&A 44:46 Connecting diligence and integration 48:13 Using integration templates 50:36 Advice for integration p

Ken Bond, Head of Corporate Development at Cetera Financial Group. Most of the biggest M&A failures of all time are caused by culture clashes. Both companies cannot simply co-exist with each other, and instead of creating more value, they destroyed both of their businesses. This is why cultural due diligence is crucial in M&A. In this episode of the M&A Science Podcast, Ken Bond, Head of Corporate Development at Cetera Financial Group, shares his expertise on how to perform cultural due diligence to better understand the target company. Things you will learn: • The person responsible for cultural due diligence • Executing cultural due diligence • Using Playbooks • Successful partnership between Corporate Development and Integration • Advice for practitioners ****************** 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 www.dealroom.net. ****************** Episode Bookmarks 00:00 Intro 05:11 Person responsible for cultural due diligence 05:54 Importance of cultural due diligence 08:08 Executing cultural due diligence 10:29 Killing the deal due to cultural conflict 14:54 Using Playbooks 17:31 Cultural due diligence during early conversations 20:12 Understanding how the target company makes decisions 22:40 Things to look for during due diligence 25:09 Using questionnaires for cultural due diligence 27:08 Bilateral deal vs. Auction process 30:10 Hardest part of cultural due diligence 32:27 Successful partnership between Corporate Development and Integration 35:33 Subculture due diligence 37:07 Advice for practitioners 38:31 Craziest thing in M&A

Baljit Singh, Former SVP, Global Head of Corporate Development at Nielsen Ventures Engaging in M&A activities just for the sake of doing them is one of the biggest reasons for failed deals. Without a well-defined purpose, these transactions can distract the business and waste massive amounts of resources. In this episode of the M&A Science Podcast, Baljit Singh, Former SVP, Global Head of Corporate Development at Nielsen Ventures, discusses the importance of strategic alignment between M&A and corporate strategy. Things you will learn: • Corporate strategy vs M&A strategy • Getting the strategy right • Capital allocation • Measuring business unit’s success • Deal structure to preserve cash ****************** 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 05:10 Corporate strategy vs M&A strategy 09:25 Getting the strategy right 11:17 Best ways to pitch deals 13:09 Pillars of corporate strategy 15:50 Capital allocation 21:06 Measuring business unit’s success 24:52 Holding business units accountable 27:20 Why take a public company private 33:51 Steps to take a public company to private 38:11 Real life examples 48:29 Deal structure to preserve cash 54:45 Dealing with reluctant seller 59:30 Craziest thing in M&A

Douglas Barnard, former Executive Vice President, Corporate Development and Legal Advisor at CF Industries (NYSE: CF) Problems don’t usually surface at the early stages because it's the honeymoon phase. Both the buyer and the seller would like to see the deal happen, so they work together to build momentum. And often that means postponing dealing with some of the more difficult and contentious issues. However, these M&A challenges are inevitable and will arise as the deal progresses. In this episode of the M&A Science Podcast, Douglas Barnard, former Executive Vice President, Corporate Development and Legal Advisor at CF Industries, discusses effective strategies to overcome M&A challenges. Things you will learn: • Mindset to prepare for M&A • Overcoming M&A Challenges Between Signing and Closing • Mitigating Post-Merger Integration Risks • Biggest Challenges in M&A • Advice for First-time Acquirers ***************** 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 www.firmroom.com. ****************** Episode Timestamps 00:00 Intro 05:26 Mindset to prepare for M&A 10:26 Strategic Negotiation Tactics 13:03 Having a Foundation of Trust and Honesty 17:31 Assessing Buyer Transparency in Deal Negotiations 20:17 Mastering Valuation and Identifying Synergies 22:43 Identifying and Overcoming Obstacles in the M&A Process 24:40 Uncovering Surprises in Due Diligence 28:53 Utilizing a Private Investigator (PI) in a Deal 29:57 Navigating Complex Negotiation Stages 33:54 Zero-Sum Scenarios in M&A Auctions 35:51 Valuation and Auction Bidding Strategies 37:57 Overcoming M&A Challenges Between Signing and Closing 41:29 Mitigating Post-Merger Integration Risks 46:16 Biggest Challenges in M&A 50:24 Advice for First-time Acquirers 52:51 Craziest thing in M&A

Allan Marks, Global Project, Energy & Infrastructure Partner at Milbank M&A valuation isn’t just about looking at the numbers. There are a lot of different factors that affect and contribute to the volatility of the M&A market. In this episode of the M&A Science Podcast, Allan Marks, Global Project, Energy & Infrastructure Partner at Milbank, discusses how business cycles affect M&A valuation. Things you will learn: • What is a business cycle • What is a credit cycle • How business cycle impact M&A valuation • Common Mistake during M&A valuation • Importance of culture in M&A 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 dealroom.net. Episode Timestamps 00:00 Intro 11:00 What is a business cycle 12:41 What is a credit cycle 16:59 Cycle’s impact on energy sector 19:09 How business cycle impact M&A valuation 22:36 Industries most affected by the cycles 26:43 M&A valuation for first-timers 31:47 Importance of culture in M&A 34:23 When to pull of a deal 37:37 Example of failed deals 41:59 Example of good deals 45:43 Common Mistake during M&A valuation 46:43 M&A function maturity 48:02 Other early M&A considerations 49:15 Craziest thing in M&A

Adam Harris, CEO of Cloudbeds When executing M&A, having a structured approach to validating the acquisition plan is crucial. The worst thing any acquirer can do is to buy a business that doesn’t bring value to the parent company. In this episode of the M&A Science Podcast, Adam Harris, CEO of Cloudbeds, shares the meticulous 6-step process his company uses to validate their acquisition plan. Things you will learn: • Surveying Customers • Industry Trend Analysis • Partner vs Build Analysis • Formulating the strategic rationale • In-depth Company Analysis and Product Demos • Drafting a detailed memo 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://www.dealroom.net Episode Bookmarks 00:00 Intro 08:45 Approaching M&A 18:20 Surveying Customers 23:47 Industry Trend Analysis 28:13 Partner vs Build Analysis 34:12 Formulating the strategic rationale 36:50 In-depth Company Analysis and Product Demos 41:18 Drafting a detailed memo 44:15 Pitching M&A to the board 44:54 Craziest thing in M&A

Seema Nimmagadda, Head of M&A Integration for North America at Woven by Toyota. A lot of times, M&A integration is considered only after closing the deal. It is often treated as an afterthought, and this approach is where many deal failures stem from. If we want to improve our M&A process and get better results from deals, we have to start updating our practices to the most efficient way of doing things. In this episode of the M&A Science podcast, Seema Nimmagadda, Head of M&A Integration for North America at Woven by Toyota, discusses how to master M&A integration. Things you will learn in this episode: • The Ideal Integration Process • M&A Integration planning pre-LOI • Setting up an early version of the IMO • Detailing the M&A Integration Strategy • Aligning deal goals with integration 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 https://firmroom.com Episode Bookmarks 00:00 Intro 04:00 Toyota’s Woven Business Unit 05:00 The Ideal Integration Process 06:53 The Importance of Integration Capabilities 08:52 Integration planning pre-LOI 11:50 Ensuring Adequate Resources and Capabilities during M&A Integrations 13:27 Avoiding early pitfalls for integration 14:40 Key integration milestones from LOI to Close 18:53 Aligning the IMO and Corporate Development 21:49 Adapting mature M&A teams to change 23:28 Setting up an early version of the IMO 25:04 Key people in forming an early IMO 26:16 Detailing the Integration Strategy 29:09 Balancing team autonomy in integration planning 31:56 Maintaining collaboration and progress in integration 34:24 Managing cross-functional dependencies 35:16 Tech stack diversity 36:41 M&A execution checkpoints 38:04 Information gathering challenges pre-close 39:08 Managing vendor dependencies and ensuring transparency 40:12 Balancing functional plans with the master integration strategy 42:04 Securing stakeholder buy-in 43:04 Risks of overlooking integration 44:03 Aligning deal goals with integration strategy 44:36 Identifying when an M&A integration is complete 46:25 Best practices for smooth post-close integrations 46:59 Craziest thing in M&A

Brent Baxter, Chief Executive Officer at Association for Corporate Growth, and Jeff Giles, VP, Corporate Development at Core & Main (NYSE: CNM) In a highly competitive market, speed is crucial for companies wanting to do M&A. Especially with all the economic and market changes that’s happening, professionals must use M&A best practices to get better deals. In this episode of the M&A Science Podcast, Brent Baxter, Chief Executive Officer at Association for Corporate Growth, and Jeff Giles, VP, Corporate Development at Core & Main, share their strategies and experiences when executing successful M&A. Things you will learn: • Target outreach • Best practices when building relationships • Challenges of working with private sellers • Executing agile and efficient Diligence • Role of technology in the M&A process 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 07:12 Getting deals faster 10:35 Target outreach 15:54 Best practices when building relationships 19:47 How to best optimize ACG 22:46 M&A challenges 25:20 Challenges of working with private sellers 29:39 Executing agile and efficient Diligence 34:53 Executing deals during COVID 39:59 Role of technology in the M&A process 42:06 Role of technology in the future 46:47 Craziest thing in M&A

Amy M. Weck, VP, M&A and integrations at The Liberty Company Insurance Brokers, LLC It's common to see due diligence and integration as separate stages, but combining them can make the M&A process much smoother and more effective. But how exactly can we weave these two critical phases together effectively? In this episode of the M&A Science Podcast, Amy M. Weck, VP, M&A and integrations at The Liberty Company Insurance Brokers, offers practical strategies to align integration and diligence for optimal outcomes. Things you will learn in the episode: • Merging separate integration departments • How to connect diligence and integration • Fostering a ‘One Team’ Mindset • Maintaining Team Rhythm in High-Volume Acquisitions 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 04:26 Getting into M&A 06:12 Evolving into integration 07:55 Transitioning from deal team to integration team 09:26 Pre-LOI considerations in M&A 10:40 Merging Corp Dev and Integration Team 13:26 The impact of mindset during transition 15:26 Connecting the two functions 18:42 Keeping teams and workflows aligned 22:14 Biggest challenge in the transition 24:05 The challenge of change management 26:11 Managing new hires in key roles 27:29 Key advice for managing the end-to-end M&A process 34:37 Optimizing the M&A function for a roll-up 36:21 Practical Tips for Learning from Past Due Diligence 38:16 Maintaining Team Rhythm in High-Volume Acquisitions 40:05 Key Strategies to Avoid Failing in Your Integrations 42:02 Key Questions to Ask Before the LOI 43:17 Evaluating Cultural Fit and Red Flags 48:15 Ideal candidate for an M&A role 59:44 Advice to first-time M&A practitioners 1:01:02 Craziest thing in M&A

John Blair, Partner M&A Attorney at K&L Gates In M&A, it’s very common for buyers and sellers to disagree on the value of the business. If both parties cannot agree on the price, the deal could fall apart. However there are certain strategies and tools that both parties can use to compromise and be happy during closing. In this episode of the M&A Science Podcast, John Blair, Partner M&A Attorney at K&L Gates, shares best practices on how to bridge valuation gaps in M&A. Things you will learn in this episode: •Bridging gaps in M&A Valuation •Earnouts •Seller Financing •Equity structure •Market’s impact on Bridging M&A Valuation Gaps 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 04:13 When to get involved in the M&A Process 07:50 Negotiations during LOI 09:42 Bridging gaps in M&A Valuation 11:09 Using Holdbacks to Bridge M&A Valuation Gaps 13:20 Seller Financing 15:00 Earnouts 16:43 Earnouts on Intellectual Property 18:45 Key Variables in an Earnout 23:14 Earnout payment structure 25:53 Making Earnouts Successful 29:08 Structures of Seller Financing 36:24 Traditional terms of seller financing 38:20 Equity structure 41:04 Stock options 43:52 Minimizing the cash upfront during a sale 46:34 Contents of Letter of Intent 49:14 Advice for first timers 50:01 Craziest Thing in M&A

In the dynamic world of mergers and acquisitions (M&A), creating an effective team is crucial for success. This process can be complex and demanding, but also immensely rewarding. After all, having an internal team means having the capability of acquiring companies in the future, rather than treating M&A as a one-time event. In this episode, Birgitta Elfversson, Non-Executive Director at Netlight, shares her experience in transforming existing staff into M&A experts. Things you will learn from this episode: • Shaping the M&A strategy • Building an M&A team • Scaling the M&A Team • Recruiting competent people • Managing burnout 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 10:54 Shaping the M&A strategy 12:46 Key elements of the strategy 14:58 Strategy approval 16:10 Challenges on the first acquisition 18:30 Building an M&A team 22:05 Scaling the M&A Team 25:10 Recruiting competent people 26:44 M&A Aptitude test 32:48 Working with consulting firms during M&A 37:17 Setting the external team up for success 39:08 M&A Team structure 39:48 Managing burnout 43:18 Programmatic M&A 49:09 Start up doing M&A 51:47 Integration execution 53:19 Smart collaboration in the future 55:51 Setting integration up for success 58:20 Craziest thing in M&A

Jake Lin, Head of Corporate Development at Xendit Navigating cross border M&A is one of the most challenging tasks for deal makers. There are a lot of intricacies involved that are unique to each country, and must be handled delicately. In this episode of the M&A Science Podcast, Jake Lin, Head of Corporate Development at Xendit, shares his best practices when executing cross border M&A, particularly in South East Asia. Things you will learn: Biggest challenge in Cross Border M&A Language barrier during Cross border M&A Managing Cultural Differences during negotiations Cross border M&A best practices Integration approach to cross border M&A 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 05:44 Biggest challenge in Cross Border M&A 08:18 Cross Border M&A without Bankers 09:04 Working with Local Bankers 09:55 Language barrier during Cross border M&A 12:05 Managing Cultural Differences during negotiations 16:01 Managing the Speed of Cross border M&A 17:20 Cultural Differences almost killing the deal 18:48 Countries easiest to work with 21:06 Cross border M&A best practices 22:32 Strategic tips when dealing with Cross border M&A 23:49 Integration approach to cross border M&A 25:37 Negotiating Payment terms 28:59 Computation for stock payments 30:06 Advice for first-timers 30:29 Craziest thing in M&A