M&A Science

• Founder Exit Strategy: Xavier Gury on M&A Deal Terms vs Valuation

  Xavier Gury, Founding Partner at Wind Xavier Gury, founding partner at Wind venture capital firm, brings a unique triple perspective to M&A: serial entrepreneur, acquisition target, and now investor. In this episode, Xavier unpacks the critical lessons from his three successful exits, including one transformative deal with Publicis, where he structured a performance-based earnout that prioritized terms over upfront valuation. The conversation reveals why 90% of the deal value came through earnout performance, how to align teams during integration, and the strategic mistakes buyers make when acquiring founder-led companies. M&A professionals will learn practical frameworks for structuring deals that actually work post-close. Things You'll Learn Why deal terms matter more than valuation – and how Xavier structured an earnout where only 10% was paid upfront The "yin yang" principle for balanced M&A deals that create value for both buyer and seller How to incentivize key employees during earnout periods to ensure alignment and execution success _____________ Today’s episode of the M&A Science Podcast is brought to you by Grata! Grata is the leading private market dealmaking platform. With its best-in-class AI workflows and investment-grade data, Grata helps investors, advisors, and strategic acquirers effortlessly discover, research, and connect with potential targets — all in one sleek, user-friendly interface. Visit grata.com to learn more. ___________________ M&A Doesn't Have to Be So Painful 💔🥀  Get Optimized with DealRoom DealRoom helps corporate development teams take control—streamlining diligence, syncing integration, and eliminating the back-and-forth. 👉 Learn how you can run a repeatable, buyer-led process   _____________ Episode Chapters [00:02:00] Xavier's unconventional path from teaching AltaVista to founding startups [00:08:30] How a 10-person company acquired a 100-person competitor during market consolidation [00:14:00] Timing the Publicis Exit – Why selling to the "worst" digital player created the biggest value creation opportunity [00:18:00] How market timing generated 5x vs 12x EBITDA multiples from different buyer types [00:21:30] Breaking down the deal where upfront payment was only 10% of total value [00:26:00] The equity strategy that made earnout management effortless [00:31:00] The Yin Yang M&A Principle – Why balanced deals create 1+1=3 value instead of destroying it [00:38:00] How VCs navigate the schizophrenic nature of investment lifecycle [00:43:00] Terms vs Valuation Deep Dive [00:47:00] The $50 Billion Mistake  Questions, comments, concerns?Follow Kison Patel for behind-the-scenes insights on modern M&A.

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• M&A Execution: Strategy from Skadden Expert Arash Attar

  Arash Attar-Rezvani - M&A Partner, Skadden, Arps, Slate, Meagher & Flom LLP In part two of this masterclass conversation, Arash Attar-Rezvani gets into the execution challenges that separate successful M&A practitioners from the rest. From deconstructing French labor consultation myths to revealing how AI will reshape legal advisory models, this segment delivers actionable frameworks for advanced deal execution.  Things You'll Learn How to structure aggressive workforce reduction plans within French labor laws and turn compliance into deal terms The psychology of cross-cultural deal-making and why listening trumps being the loudest voice in the room How AI will reshape M&A legal services and why success fees may replace hourly billing _____________________ 📅 Join Me at the Inside the Deal Session on August 14th! 📅 See how US Heart & Vascular scaled M&A with DealRoom on August 14th,11am EST  Learn how to consolidate diligence across vendors, the simple system they use to hit deadlines, and how they cut weeks off close timelines, without burning out the team. Register now at dealroom.net/insidethedeal ____________________ Episode Chapters [00:33:00] French Labor Law Reality – Why employment consultation is easier than American buyers think [00:36:00] Aggressive Cost Synergy Planning – How to structure 40% workforce reductions within European frameworks [00:40:00] Cross-Cultural Negotiation Mastery – Reading the room and adapting communication styles for French business culture [00:47:00] Defining High-Stakes Transactions – Why people's livelihoods matter more than dollar amounts in deal significance [00:51:30] First-of-Kind Deal Innovation – Creating the Luxembourg/Hong Kong take-private structure when no legal path existed [00:55:30] AI's Impact on Legal Advisory – How automation will force fee model evolution and reshape junior lawyer training [01:01:30] Deal Structure Evolution – From SPACs boom-bust to emerging PE club deals and earnout complications [01:06:30] Partnership Career Strategy – Why obsessing over partnership tracks derails early career development [01:10:00] Integrity Under Pressure – Handling government interference and corruption while maintaining client relationships Questions, comments, concerns?Follow Kison Patel for behind-the-scenes insights on modern M&A.

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• Cross-Border M&A Strategy: Navigating Complex International Deals with Arash Attar-Rezvani

  Arash Attar-Rezvani - M&A Partner, Skadden, Arps, Slate, Meagher & Flom LLP Arash Attar-Rezvani, M&A Partner at Skadden based in Paris, brings over two decades of cross-border M&A strategy experience to this in-depth conversation. From billion-dollar telecom deals across Latin America to luxury brand acquisitions spanning multiple jurisdictions, Arash reveals the hidden complexities that make international M&A uniquely challenging. M&A professionals will learn how to structure deals across incompatible legal systems, navigate emerging regulatory landscapes, and build the trust essential for successful cross-border transactions. Things you will learn: How to identify and manage multiple antitrust and national security clearances across jurisdictions with varying sophistication levels Why smaller transactions often require more innovation than billion-dollar deals, and how to build structures when no legal playbook exists The psychology behind cross-border deal-making and why trust trumps even the most ironclad contracts _________________ How One Small M&A Team is Closing 8 Deals This Year See how US Heart & Vascular is running faster, cleaner deals using Buyer-Led M&A™ and DealRoom. Join Kison in the live session on August 14 at 11am EST. 👉Register now at dealroom.net/insidethedeal _________________ Episode Chapters [00:02:30] International Legal Foundation – Arash's multicultural background and path to cross-border M&A expertise [00:06:00] Deal Size vs. Complexity – Why Smaller Founder-Led Acquisitions Present Unique Structural Challenges [00:14:30] Strategic M&A Motivations – The full spectrum of acquisition rationales from geography to technology [00:18:30] Building Long-Term Client Relationships – The trusted advisor model and its impact on deal success [00:21:00] Cross-Border Regulatory Landscape – GDPR, Cloud Act, and the proliferation of national security reviews [00:28:00] Managing Multiple Jurisdictions – How to prevent small markets from derailing global transactions [00:33:00] French M&A Environment – Labor consultation requirements and overcoming cultural prejudices [00:47:00] High-Stakes Deal Philosophy – Why people, not money, define truly consequential transactions [00:51:30] Creative Deal Innovation – The first-of-its-kind Luxottica take-private structure across Luxembourg and Hong Kong [00:57:30] AI's Impact on Legal Services – How technology will reshape M&A advisory and fee structures Questions, comments, concerns?Follow Kison Patel for behind-the-scenes insights on modern M&A.

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• Building Successful Buy-and-Build Platforms: Alpine's Blueprint for Strategic M&A with Haley Van Cleve

  Haley Van Cleve, Partner at Alpine Investors Haley joins us to decode the art of building successful buy-and-build platforms from the ground up. In this episode, Haley walks through Alpine's proven methodology for transforming small $3M EBITDA businesses into $100M+ platforms through strategic M&A and operational excellence. Learn how Alpine's unique talent model, integration-first approach, and buyer-led M&A strategy has driven over 850 deals, including 170 in 2024 alone. Whether you're a corporate development professional or private equity investor, this conversation delivers actionable insights on platform identification, integration best practices, and scaling through acquisitions. Things you will learn: Alpine's team-market-business prioritization model for identifying $3M businesses with scaling potential Building 20-30 day system rollouts upfront to enable high-velocity acquisitions without operational breakdowns CEO-in-residence programs and profit interest pools that align management for long-term value creation Episode Chapters [00:02:30] Alpine's Evolution – From $400M Fund V to $4.5B today with 180+ team members across three offices [00:04:30] Platform Definition – Why Alpine takes a liberal view of platforms, starting with $3M EBITDA businesses in fragmented markets [00:07:30] Software vs. Services – Rule of 40 for software deals versus EBITDA-focused services acquisitions and different scaling approaches [00:13:30] Legal Tech Case Study – Building a $4M revenue time-billing business into a $30M+ platform through four strategic add-ons [00:16:00] Integration Excellence – People and systems integration within 20-30 days to maintain visibility during high-velocity M&A [00:22:00] Vision Alignment – Setting clear expectations upfront about system standardization and operational changes before LOI [00:25:00] Platform Challenges – Overhiring executive teams early and building integration capacity before closing deals [00:36:00] In-House M&A Teams – When and how to build dedicated M&A functions at portfolio companies for double-digit acquisition strategies [00:44:00] CEO-in-Residence Program – How Alpine hires executives before finding deals and pairs them with markets for 12+ month searches [00:49:00] When Deals Go Sideways – COVID impact on K-12 businesses and pivoting M&A strategies when market assumptions prove wrong Questions, comments, concerns?Follow Kison Patel for behind-the-scenes insights on modern M&A.

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• M&A in Healthcare with John Palusci

  John Palusci, Former Vice President of Transformation and Strategic Finance, BAYADA In this episode of M&A Science, John Palusci, former Vice President of Transformation and Strategic Finance at BAYADA, joins Kison Patel to discuss how to build a repeatable, Buyer-Led M&A™ engine within a nonprofit structure. John walks through his journey from IT to finance to corporate development, detailing how he helped scale BAYADA’s deal strategy with a focus on long-term value, integration-led diligence, and mission alignment. He shares real lessons from joint ventures, cashless acquisitions, and how to avoid surprises in highly regulated industries like healthcare. Things you will learn: How to structure healthcare M&A for long-term mission alignment What a “conceptual pro forma” is and why it accelerates early deal screening How to manage integration risk in people-first, regulation-heavy industries ________________________ Sponsored by DealRoom—where M&A chaos meets its match. Your M&A process can so much faster... DealRoom helps corporate development teams take control—streamlining diligence, syncing integration, and eliminating the back-and-forth. 👉 Learn how you can run a repeatable, buyer-led process   _______________ Episode Chapters [00:01:00] John’s unconventional path from IT to M&A leadership [00:05:00] Running joint ventures with hospital systems [00:07:30] Third-party valuation in nonprofit deals [00:10:00] How BAYADA sourced and filtered deals [00:13:00] Key reasons to kill a healthcare deal early [00:16:00] How BAYADA transitioned from for-profit to nonprofit [00:22:30] Standardizing diligence with a conceptual pro forma [00:27:00] Managing talent transitions in home healthcare [00:34:00] Cashless deals: how they work and when they’re possible [00:38:30] Integration-led diligence and DealRoom’s role in execution Questions, comments, concerns?Follow Kison Patel for behind-the-scenes insights on modern M&A.

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