M&A Science

Tomer Stavitsky is SVP and Chief Corporate Development Officer at Omnicell (NASDAQ: OMCL)
Corp dev teams treat M&A and partnerships as separate tracks, but Tomer Stavitsky looks at them holistically. In this episode, he breaks down the partner-first approach: an acquisition framework for situations where the target isn't ready, the PE owner isn't selling, or your integration capacity isn't there. He walks us through structuring the partnership, keeping the acquisition thesis alive through execution, negotiating and defending a right of first refusal, and managing the three-way stakeholder dynamic without signaling the wrong things at the wrong time.
 
What You'll Learn
When partner-first is the right call and when it isn't
How to keep the acquisition thesis alive through the partnership execution phase
Managing the three-way dynamic between target leadership, the PE owner, and your own organization
How to negotiate a right of first refusal and what happens when it gets tested
Why teams pull the trigger too early and how to protect the process from internal pressure
Applying partner-first to AI-era targets without getting caught in the hype cycle
If you're working through a partner-first deal, the M&A Science membership has frameworks and tools built for exactly this kind of situation. Learn more at mascience.com/membership.
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This episode is sponsored by DealRoom
DealRoom's Buyer-Led M&A™ Summit is Back!
Join me at the summit on May 20, a free virtual event hosted by DealRoom covering AI, pipeline, diligence, and integration across the deal lifecycle. Sessions run 11:30 AM to 1:30 PM ET.  Register here.
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Episode Chapters
[00:00] Introduction: Tomer Stavitsky's Background and the End-to-End Corp Dev View
[08:04] Building or Rebuilding a Corp Dev Function
[16:01] What Is the Partner-First Approach and When Does It Apply
[21:10] Mapping the Market and Deciding Who Stays on the Watch List
[24:13] Managing Multiple Targets Without Over-Committing
[27:48] Using Exclusivity as a Strategic and Protective Tool
[35:00] Managing the Three-Party Dynamic: Target Leadership, PE Owner, and Your Own Org
[37:58] The Real Story: How a Partnership Became an Acquisition (Including the Competitive ROFR Moment)
[42:41] The Most Common Mistake in Converting a Partnership to an Acquisition
[44:32] Applying Partner-First to AI-Era Targets
[49:21] What's the Craziest Thing You've Seen in M&A?

Chandradev Mehta, SVP Strategy and Business Development at Hexion Inc.
Chandradev Mehta, SVP Strategy and Business Development at Hexion Inc., breaks down how a commodity chemical company uses M&A to transform into a technology-enabled, chemistry-as-a-service business. He covers the acquisition of an AI and MarTech company, the build vs. buy vs. partner decision framework, integration planning discipline, banker selection, small deal execution, and JV governance.
What You'll Learn
How to build a genuine build vs. buy vs. partner framework  and when each is right
Why buying a commercialized or near-commercialized business changes your risk profile in ways that building from scratch can't (and never will)
How Chandradev structures must-believes to maintain valuation discipline in competitive processes
Why integration planning needs to start at IOI, not post-close
What separates a banker worth your time from one running a numbers game
Why small deals are frequently harder to execute than large ones (and how to protect against organizational deprioritization)
How to negotiate JV governance before you need to unwind it

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If you're building an M&A capability from scratch or trying to get your team aligned on deal fundamentals, the M&A Fundamentals Track on DealPilot covers the full deal life cycle in roughly five hours, including vocabulary, process, and both sides of the table. Access it when you become an M&A Science member.
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This episode is sponsored by DealRoom
DealRoom's Buyer-Led M&A™ Summit is Back!
Join me at the summit on May 20, a free virtual event hosted by DealRoom covering AI, pipeline, diligence, and integration across the deal lifecycle. Sessions run 11:30 AM to 1:30 PM ET. 
Register here: https://hubs.ly/Q0496h-s0
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Episode Chapters
[00:00] Introduction
[04:41] From Investment Banking to the Principal Side
[10:24] Using M&A to Transform Hexion
[11:01] Build vs. Buy vs. Partner Framework
[16:42] What Chemistry as a Service Actually Means
[23:43] Sourcing Deals: Push and Pull Model
[26:24] What Makes a Banker Actually Useful
[29:12] Valuation Discipline and Must-Believes
[36:21] Environmental Risk in Chemical Deals
[36:46] Why Small Deals Are Harder Than They Look
[41:21] Joint Ventures: Negotiate the Divorce First
[43:25] Execution Principles and Stakeholder Alignment
[47:08] Getting Deals Actionable

Keith Levy, Operating Partner at Sonoma Brands Capital
Most consumer brand founders think about exit as an event. Keith Levy thinks about it as a design requirement.
In the second of two episodes, Keith walks through what exit-ready actually looks like in CPG: the revenue and EBITDA thresholds that matter, why you have to get beyond the corp dev team to the operators who actually need what you're building, how capital gets wasted at every stage of a brand's lifecycle, and what the investments that produce exits have in common versus the ones that don't.
If you missed the first episode, it covers Keith's five-pillar CPG diligence framework and the Touchland and Bachan's case studies. Start there.
What You'll Learn
What revenue and EBITDA thresholds a consumer brand needs to attract a strategic acquirer.
Why getting to corp dev is not enough, and how to reach the operators who actually need your brand.
How capital gets wasted at each stage of a CPG brand's lifecycle.
Why execution is where most investments fail, not the idea or the founder.
What the celebrity founder model got wrong, and why copying a formula that worked once rarely works twice.
What the investments that produced exits at Sonoma Brands had in common.
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If you're building a consumer brand toward exit or evaluating one for acquisition, DealPilot, powered by M&A Science, has the practitioner playbook for CPG exit positioning. Join at mascience.com/membership.
Already a member? The bonus conversation with Keith is live now: boards, earnouts, and the hardest lessons from six years backing consumer brands.
____________________
This episode is sponsored by DealRoom
DealRoom's Buyer-Led M&A™ Summit is Back! Join me at the summit on May 20, a free virtual event hosted by DealRoom covering AI, pipeline, diligence, and integration across the deal lifecycle. Sessions run 11:30 AM to 1:30 PM ET. Register here: https://hubs.ly/Q0496h-s0
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Episode Chapters
[00:00:01] Intro
[00:04:19] Day-to-day across 20+ portfolio companies
[00:05:43] When to lean in and when to stay out
[00:09:28] Pre-LOI landmines that kill deals early
[00:13:26] The CPG brand lifecycle: from first check to exit
[00:16:04] How capital needs change as a brand grows
[00:20:15] Execution is why most investments fail
[00:21:26] Capital allocation as the real test of a founder
[00:23:00] What it takes to position a CPG brand for strategic exit
[00:25:13] Big companies can't incubate brands — why that's your edge
[00:26:23] Why you have to get beyond the corp dev team
[00:29:48] What the investments that worked had in common
[00:33:43] Why investments fall apart after you cut the check
[00:35:16] The celebrity founder trap
[00:39:16] How the Sonoma deal funnel actually works
[00:45:22] What kills a deal at the investment committee stage

Keith Levy, Operating Partner at Sonoma Brands Capital
Keith Levy backed an exit of just under $1B  and a $400M exit using the same five-pillar framework, and he starts with the founder every time. Finance comes last.
As Operating Partner at Sonoma Brands Capital, Keith has spent six years evaluating consumer brands across food, beverage, pet food, snacks, and cosmetics. Before that he was CMO at Anheuser-Busch through the $52B InBev deal, president of Royal Canin USA for Mars, and the strategic acquirer who led the Kind acquisition at Mars Wrigley. He knows what the data room doesn't show you, and this conversation is built around that gap.
The first of two episodes covers the full five-pillar CPG diligence framework and the Touchland and Boon's case studies. The second episode, out the following week, covers CPG brand lifecycle, exit positioning, and capital allocation. 
 What You'll Learn
Why the founder evaluation comes before the financials.
How to read product-market fit the way an operator does, not a financial analyst.
What a credible go-to-market strategy looks like vs. one that crashes in execution.
Why supply chain control is now a diligence requirement, not an afterthought.
How to get the right operators inside a strategic acquirer interested before a banker calls.
The Touchland case study: under $1B exit in less than two years
The Bachan's Japanese BBQ sauce case study: ($400M) exit with McCormick at the table.
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If you evaluate consumer brand investments and want a framework for the risks the model won't surface, DealPilot, powered by M&A Science, has the practitioner playbook. Join at mascience.com/membership.
 
Already a member? The bonus conversation with Keith is live now: boards, earnouts, and the hardest lessons from six years backing consumer brands, exclusively for M&A Science members.
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This episode is sponsored by DealRoom
DealMax starts Monday.
Find us at the Aria
DealRoom: Booth 109,
M&A Science: Booth 208.

Kison will be signing copies of Buyer-Led M&A all three days, and we've got a candy bar and swag worth stopping for. Then, join us monday night for a happy hour, RSVP here: https://hubs.ly/Q043VnNH0
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Episode Chapters
[00:00:00] Intro
[00:02:02] Keith's background overview (24 years at AB, $52B InBev deal – narrated)
[00:05:40] Running Royal Canin and joining Mars / Mars Wrigley
[00:08:45] Why Mars acquired Kind
[00:09:15] What is Sonoma Brands and how Keith got there
[00:10:17] The Budweiser CMO era & favorite ads
[00:15:12] The Mars / Wrigley China integration
[00:23:15] How Sonoma Brands evolved from venture to growth equity
[00:25:11] Why deals don't work and what Sonoma changed
[00:27:12] The Keith Levy CPG diligence framework
[00:30:04] How to evaluate a founder
[00:35:40] What product‑market fit actually looks like
[00:38:32]  Touchland: under $1B exit in two years
[00:39:05] Go‑to‑market: sequencing channels & steady growth
[00:41:10] Why TAM is just a sniff test
[00:43:31] Why how you make the product matters more than you think
[00:47:08] The real value an operating partner brings

Matt James, EVP, CFO & Chief Acquisition Officer at Oakbridge Insurance
Roll-up platforms that skipped real integration are getting exposed when they go to market. Buyers want proof of organic growth, clean data, and a platform that actually functions as one. A lot of processes are breaking down because those proof points aren't there.
Matt James co-founded Oakbridge Insurance in 2020 and has since closed 60+ acquisitions, integrating 100% from day of close. This conversation covers how he built that system, what went wrong with billion-dollar competitors, and what he would fix first if he walked into a revenue-aggregating roll-up right now.
 What You'll Learn
Why multiple arbitrage is gone, and what buyers are scrutinizing instead
How Oakbridge evaluates cultural fit before any financial criteria
What a failed billion-dollar roll-up sale process looks like from the inside
Building integration continuity from LOI through 90 days post-close
How distributed equity drives buy-in across an acquired organization 

If you're evaluating targets and want to know if they're integration-ready pre-LOI, the Intelligence Hub can help you score cultural fit, data readiness, and technology maturity. Join the professional membership at  mascience.com/membership.
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This episode is sponsored by DealRoom
DealRoom's State of M&A Report gives you data to back up your M&A priorities.
The State of M&A Report reveals the gap between what teams think matters and where the real bottlenecks are.
Download it now to get expert insights: https://hubs.ly/Q03ZxRvD0
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Episode Chapters
[00:03:00]  Introduction & Matt's Background
[00:05:00] How Buyer Diligence Has Shifted
[00:06:00] Organic vs. Inorganic Growth and Why It Matters
[00:11:00] The Four-Criteria Deal Evaluation Framework
[00:14:00] Validating Cultural Fit Before LOI
[00:17:00] Deal Structure: Equity, Earnouts, and Alignment
[00:20:00] What Billion-Dollar Platforms Got Wrong
[00:26:00]Building the Integration System at Oakbridge
[00:31:00] Bridging Diligence and Integration
[00:38:00] Data Infrastructure: Databricks, Power BI, and Why It's Worth It
[00:45:00] Building Proprietary Deal Flow
[00:52:00] First Moves When Integration Is Broken