How to Build Trust and Leverage in M&A

Jerry Cedicci never says, "trust me." He builds trust, then lets the deal speak for itself. This is Part 2 of Kison's conversation with Jerry, The mentor who started with a French bakery and went on to build hundreds of millions in real estate across Chicago and Los Angeles.  Part 1 told the story.  Part 2 is the playbook:  How Jerry gets a seller to hand over a business with no down payment Why he never puts the first number on the table, and Why the phrase "trust me" is the fastest way to lose his Near the end, Kison brings Jerry a live deal: a competitor he's looking to acquire who won't share financials. Jerry works through it in real time, including what to ask for instead of the numbers, how to set a ceiling before you negotiate, and the exact offer he'd make. What you'll learn Remove the seller's downside before you ask for trust. Jerry structured his earliest deals so the seller kept all the leverage and could walk away anytime. He earned trust by giving it up first, not by asking for it. Never say "trust me." Jerry treats those two words as a warning sign. He'd rather let his track record and what other people say about him do the talking. Put a number on your ceiling before you negotiate. When Kison brought him a live acquisition target, Jerry's first question wasn't the asking price. It was Kison's own walk-away number and the value he thought he could create. Ask for the metric a target will actually hand over. When a competitor won't open their books, skip the financials fight. Ask for client count instead, then work backward from what those clients are worth. Treat a lender's "no" as a checklist, not a verdict. Jerry's response to every loan rejection was the same question: what exactly made you say no? Fix those things, then go to the next banker. Separate opportunities from deals. Jerry only calls something a deal once it's closed. Everything before that is an opportunity he has to seize fast, not overthink. Build at the high end so you stop competing on price. Jerry's rule on margin: build something nobody else can match, and you're no longer negotiating against 500 other bidders. --- Turn what you heard into a repeatable M&A practice. Explore the Buyer-Led M&A™ Certification for practical frameworks, tools, and decision-making habits you can apply on your next deal.

Twenty years before M&A Science existed, Kison Patel learned how to spot a deal from a real estate developer named Jerry Cedicci. This episode tells Jerry's story: orphaned in France at age 7, he arrived in Chicago in 1981, speaking no English. He would go on to turn a French bakery counter into a real estate portfolio worth hundreds of millions of dollars. Jerry opened his first Café Croissant on Walton Street in Chicago with a baker he'd hired sight unseen. What he lacked in market research, he more than made up for with conviction. The store did $1,500 on day one against a $450 target, then $60,000 in its first month.  He used that cash flow to negotiate an option to buy his landlord's building and, ten years later, closed on it for $10 million. From there, Jerry moved fully into real estate: rehabbing a derelict meatpacking building into condos, buying a struggling nightclub through his accountant, and converting a single-room-occupancy hotel into a five-star property he sold for $24 million.  What you'll learn Build conviction before you have proof. Jerry opened his first bakery with no market research and no baker, just a read on the neighborhood and a willingness to bet on it. Turn early cash flow into structural rights, not just better terms. He used his bakery's daily revenue to negotiate a 10-year option to buy his landlord's building outright, thinking well beyond lower rent. Buy the operator and the asset separately. When Jerry wanted a meatpacking building, he priced the business and the real estate as two separate offers and kept the owner on the payroll for six months to protect the operation while he refinanced. Get a rejected loan explained line by line. After a bank turned him down, Jerry asked exactly why, then rebuilt his pitch for the next lender (and got the loan). Scout a one-mile radius around your best location. He used a one-mile radius around his top-performing bakery to find the derelict building that became his first ground-up development project. Negotiate the deal you want, not the one on offer. A landlord's refusal became a lease with better terms and an option to buy the building for a fraction of its appraised value. --- Turn what you heard into a repeatable M&A practice. Explore the Buyer-Led M&A™ Certification for practical frameworks, tools, and decision-making habits you can apply on your next deal.

A rollup can look attractive at signing: cash today, equity in a larger platform, and the promise of participating in what gets built next. But sellers rarely spend as much time understanding what sits above that equity, what has to happen before it becomes liquid, or whose economics take priority when the platform eventually exits. Bill Johnson, Founder, Chairman & CEO of The Liberty Company Insurance Brokers, has completed roughly 50 acquisitions while building Liberty without PE equity capital. He joins Kison Patel to challenge some of the assumptions behind acquisition-led growth and explore what buyers and sellers often discover only after the deal is done. What You'll Learn What sellers should understand about common vs. preferred equity How investor timelines can change deal economics after close Why seller character is so difficult to diligence What happens when acquisition growth outruns integration capacity How Liberty balanced M&A, organic growth, and leverage When red flags between LOI and close should make you walk away --- You can do fifty deals and still run into something you've never seen before. DealPilot , powered by M&A Science, gives you practitioner-built guidance from 400+ interviews and thousands of real acquisitions. When the playbook stops working, know what to do next. 

Integration problems often get blamed on culture after close. The real issue may have started earlier, when leaders were never given enough clarity on how to operate inside the new company. Kim Jones is an HR Director of M&A with more than a decade of people-integration experience across deals ranging from single-employee acqui-hires to acquisitions involving thousands of people. In this episode, Kim shares how to avoid integration debt, what to do when trust and operating rhythms start to break down, and the stories that shaped her approach, including a CEO who delayed his own close and a butterscotch Life Savers incident that sparked an employee uprising.  What You'll Learn Why experienced leaders still need onboarding after an acquisition What creates integration debt before the deal even closes How to define "you'll run independently" before it becomes a source of friction The retention question Kim asks before deciding where to spend retention dollars Why integration planning should start around LOI, not Day One How to spot the people who actually hold influence, even when the org chart doesn't show it What buyers should preserve from the target before replacing its operating rhythms If you're planning an integration and trying to get leadership aligned before close, DealPilot, powered by M&A Science, gives you practitioner-built guidance for the decisions that shape Day One and what comes after.  

Praveen Ghanta, Founder and CEO of DevHawk Signing the LOI can feel like you've won. For the seller, it may actually be the moment when the balance of power starts moving the other way. Praveen Ghanta learned that firsthand while selling HiddenLevers. A key enterprise contract slipped during diligence, the valuation story changed, and just before the diligence period expired, the buyer came back asking to reprice the deal by nearly 50%. What followed was a tense negotiation over how much to concede, what to protect, and when walking away becomes the better option. What You'll Learn Why seller leverage changes after signing an LOI What should be defined before entering exclusivity How to think about your walkaway number What diligence feels like from the seller's side Where buyers can unintentionally destroy what made an acquisition valuable What Praveen would do differently after going through the process himself   When diligence changes the deal, the hardest question is knowing what to defend and what to give up. DealPilot, powered by M&A Science, has the deal frameworks and negotiation playbooks practitioners have used to make that call themselves. ____________________ This episode of M&A Science is presented by DealRoom. 51% of corp dev teams are already using AI in their deals. We surveyed 230+ practitioners on where AI is showing up across sourcing, diligence, integration, and internal workflows, what's working, what's holding teams back, and where the biggest opportunity is over the next 12 to 24 months. Grab your free copy of the full report: https://hubs.ly/Q04sM2m30 ____________________ Episode Chapters [00:00] Intro [03:04] Two Decades of Bootstrapped Exits [04:07] Lesson From an Early Failure [07:38] Building Hidden Levers From Scratch [14:49] The Road to Ten Million ARR [18:48] Picking a Banker Without a Bake-off [22:43] When the Anchor Deal Collapsed [34:41] Power Shifts After the LOI [36:46] Strategic Buyers Beat Private Equity [32:05] How IRR Misleads Retail Investors [35:03] Why Secondaries Data Can't Be Trusted [40:07] What Belongs in the LOI [43:04] The Sales Tax Surprise [47:03] Two Diligence Teams, One Model [48:21] Integration Wins and Losses [50:15] What the Buyer Should Have Done [53:16] Staying Sane Through Renegotiation

Richard Chow, Partner at PJT Partners (NYSE: PJT) Secondary deals are often judged by a single metric: the discount. Richard Chow thinks that's the wrong place to start. After spending most of his career investing in and advising on secondaries, Richard has seen what happens when investors focus too heavily on price and miss what is actually driving the transaction. Richard and Kison walk through the decisions behind LP-led deals, continuation vehicles, private-market liquidity, and some of the assumptions buyers routinely get wrong. They also get into Richard's own investing mistakes, including a SpaceX opportunity he passed on, and what it taught him about underwriting assets whose real upside may sit well beyond the typical investment horizon. What You'll Learn Why the discount can be the wrong starting point in a secondary deal What separates LP-led and GP-led secondary transactions How continuation vehicles change the liquidity equation Where IRR can create the wrong impression of investment performance Why Richard believes buyers often approach diligence too narrowly What passing on SpaceX taught him about underwriting long-term compounders   If you're evaluating a secondary opportunity and defaulting to "what's the discount," DealPilot's Buyer-Led M&A™ Certification is built on that instinct: stop taking the other side's framing and drive your own evaluation instead. ____________________ This episode of M&A Science is presented by DealRoom. 51% of corp dev teams are already using AI in their deals. We surveyed 230+ practitioners surveyed on where AI is showing up across sourcing, diligence, integration, and internal workflows, what's working, what's holding teams back, and where the biggest opportunity is over the next 12 to 24 months. Grab your free copy of the full report: https://hubs.ly/Q04sM2m30 ____________________ Episode Chapters [00:00] Intro [03:23] Career Path Into Secondaries [05:49] Why the Secondary Market Exists [07:10] LP Interests vs Continuation Vehicles [14:28] LP Versus GP-Led Deal Flow [15:52] Endowments Face a China Problem [18:19] Why the Discount Is Wrong [21:50] Marketing a Deal, Finding Buyers [30:34] Employee Option Secondaries Explained [32:05] How IRR Misleads Retail Investors [35:03] Why Secondaries Data Can't Be Trusted [42:50] Private Credit Secondaries Explained [45:16] The SpaceX Valuation Lesson [47:24] Diligence on Complex Cap Tables [50:21] The Most Common Buyer Mistake

Bill Stone, Founder and CEO of SS&C How do you keep buying companies without eventually losing control of the company you built?  SS&C Technologies founder and CEO Bill Stone has spent four decades avoiding exactly that. Rather than treating each acquisition as an isolated transaction, SS&C built a system around protecting ownership, using debt when the economics make sense, paying it down quickly, and creating enough value after close to preserve capacity for the next deal. Bill walks through the decisions behind acquisitions including FMC, GlobeOp, and Blue Prism, his experience taking SS&C private with Carlyle, and the discipline that has allowed the company to keep acquiring across changing markets. What You'll Learn How Bill Stone kept 15% of SS&C through 100 acquisitions The exact revenue-per-head and EBITDA thresholds SS&C screens for Why strategic buyers almost always outbid private equity How to tell a motivated seller from one just fishing for a premium When rollover equity can help retain the management team How Carlyle overruled Stone's own unanimous board vote The one rule that makes Stone walk from a deal every time   Every financing decision changes what you can do on the next deal. If you're financing an acquisition and don't have a hard leverage ceiling you actually stick to, DealPilot, powered by M&A Science, has the deal guidance layer to help you set one before you're over-levered on the next deal. ____________________ This episode of M&A Science is presented by DealRoom. DealRoom is the AI-powered operating system for Buyer-Led M&A™ — one connected system for pipeline, diligence, integration, and reporting. No tool-switching, no manual updates, no data gaps. See how it works: https://hubs.ly/Q04mcGKy0 ____________________ Episode Chapters [00:00] Intro and Guest Bio Check [04:27] Protecting Ownership From Bankers [07:32] Pivoting to the Buy Side [12:12] Cutting a Client's Cost 91% [12:32] Technology Cycles From Excel to AI [15:14] First Acquisition and Going Public [16:26] Balancing Investors and Founder Control [20:08] The Carlyle Take-Private Story [27:23] Screening Deals and Cutting Costs Fast [32:02] Reading a Seller's True Motivation [35:29] Winning FMC Under Canadian Rules [42:10] Beating TPG for GlobeOp [45:22] The Leverage Ceiling and Debt Paydown [49:06] Topping Vista for Blue Prism [53:17] Walking Away From a Lying Seller [54:23] Diligence Speed and Trust But Verify [54:58] Valuations and Capital Abundance

Aaron Binstock, Partner, Co-Head of Private Equity Practice at Cooley LLP AI can now draft, review, and benchmark deal documents in a fraction of the time it used to take, but knowing when to trust the output is a different skill entirely. Aaron Binstock, a partner at Cooley with nearly 20 years of transactional experience, has seen both sides of that tradeoff firsthand. Where does AI actually save time on a deal, and where does it create false confidence? What happened when a client's AI-generated tax step chart was built on the wrong assumption? How does reverse prompting produce a better first draft than a single one-shot prompt? And what's changing about how junior lawyers build judgment, and how firms bill for their time? What You'll Learn Where AI reliably speeds up NDA markups versus bespoke merger agreements How reverse prompting turns a mediocre AI output into a usable first draft The tax step chart mistake that nearly cost a client millions in consideration or tax How cross-deal benchmarking pulls survival periods, caps, and baskets into one reference chart Why some clients and counterparties are opting out of AI entirely, and how firms track it What junior lawyer training looks like once document grinding stops teaching judgment Why AI can produce a report but still can't own the result   If you're dealing with AI tools that sound confident but don't actually know M&A, DealPilot, powered by M&A Science experiential data, has guidance built from practitioners who've actually run the deal to help you catch what AI can't see coming. ____________________ The Buyer-Led M&A™ Summit is back August 18th, free and virtual. We're releasing the State of AI in M&A 2026 report live at the event before it goes public. Benchmark your program, hear from practitioners across the industry, and leave with a clearer picture of where dealmaking is headed. Register here: https://hubs.ly/Q04kBhzV0 ____________________ Episode Chapters [00:00] Intro [03:12] Aaron's Path Into M&A [05:12] Cooley's Public AI Commitment [07:22] Where AI Fits On A Deal [11:37] Quality Control And AI Playbooks [16:33] The Tax Step Chart Mistake [18:41] How Reverse Prompting Works [22:19] Benchmarking Past Deals With AI [23:13] Lockbox Pricing And Prompt Quality [25:33] When Clients Say No To AI [33:06] AI's Impact On Legal Billing [35:44] Training Lawyers In The AI Era [42:20] Why AI Can't Own The Deal [44:07] Craziest Moments In M&A Deals

Jennifer Lipschultz, Sr. Director Merger & Acquisition Integration and Corporate Project Management Due diligence covers deal terms, but it doesn't cover what happens once you're running payroll, benefits, and banking in a country you've never operated in before. A legal entity change can lock a company out of its own bank account overnight. Benefits plans get frozen in by local law. A language rollout can hit five systems on the same go-live day. And having handled one acquisition in a country doesn't guarantee the next one plays out the same way. Jennifer Lipschultz has led integration on more than 20 acquisitions across the Netherlands, Sweden, Germany, and India for ECI Software Solutions, a PE-backed SMB software company operating in 80 countries.   If your next acquisition involves operating somewhere new, this is the walkthrough to have ready before you find yourself improvising in real time. What You'll Learn Why a legal entity change can freeze a company out of its own bank account How Swedish per diem rules can turn expense reimbursements into taxable income What actually goes into a change engagement session, and why managers get briefed first How one go-live day can trigger a five-system language rollout Why fluency in one acquisition doesn't guarantee the next What belongs on a pre-close global integration checklist If you're dealing with a cross-border acquisition where the back office keeps breaking in ways diligence never caught, DealPilot, powered by M&A Science, has integration playbooks pulled from practitioners running 20-plus deals, to help you build your pre-close checklist before the surprises hit instead of after. ____________________ The Buyer-Led M&A™ Summit is back August 18th, free and virtual. We're releasing the State of AI in M&A 2026 report live at the event before it goes public. Benchmark your program, hear from practitioners across the industry, and leave with a clearer picture of where dealmaking is headed. Register here: https://hubs.ly/Q04kBhzV0 ____________________ Episode Chapters [00:00] Introduction and Guest Background [03:05] From Engineering to Global Integration [06:20] What Full Absorption Really Means [08:17] The Pre-Close Integration Playbook [13:41] What Breaks First Abroad [15:49] When English Fluency Is Assumed [20:21] A Same-Day Language Rollout [22:07] Locked Out of a Bank Account [24:35] Sweden's Expense Reporting Maze [27:59] Harmonizing Benefits Across Borders [34:09] Running a Change Engagement Session [42:30] Earning Trust With Senior Leadership [44:19] Finding Risk in the Data Room [46:36] A Pre-Close Global Checklist [48:56] Lessons From Walking the Floor

Derek Liu, M&A Partner at Baker McKenzie AI talent deals are no longer small acquihires built around a simple price per engineer. Some now carry billion-dollar price tags, forcing buyers to rethink deal structure, diligence, tax exposure, and retention. Baker McKenzie's M&A Partner Derek Liu has personally signed over $110 billion in transactions from both sides of the table. That mismatch, old tools built for a different kind of deal, is what's forcing corp dev and legal teams to rework their playbook, and it's the throughline of this conversation. What You'll Learn The real cost difference between a stock purchase, an asset sale, and a sign and release What acquirers are actually diligencing when the product isn't the point Why a non-solicit clause outweighs a non-compete in California How a 100 percent revest changes the conversation with a founder Where HR becomes the bottleneck between LOI and close If you're structuring retention for a talent-driven acquisition, DealPilot, powered by M&A Science, has the deal guidance layer to help you get the revesting schedule and non-solicit right before you sign. ____________________ This episode of M&A Science is presented by DealRoom. The Buyer-Led M&A™ Summit is back. August 18th, free and virtual. We're releasing the State of AI in M&A 2026 report live at the event before it goes public. Benchmark your program, hear from practitioners across the industry, and leave with a clearer picture of where dealmaking is headed. Register here. ____________________ Episode Chapters [00:00] Introduction [00:03:03] From New York to Silicon Valley [00:11:58] Why Acquihire Prices Exploded [00:15:19] Defining an Acquihire Deal [00:25:20] Winding Down the Acquihire Business [00:31:35] Acquihire Due Diligence on Talent [00:34:10] Why Not Just Poach Talent [00:38:34] RSUs, Revesting, and Rollover Equity [00:46:37] Valuing the Biggest Acquihire Deals [00:47:35] An Acquihire Deal Timeline [00:56:22] The Craziest Deal in M&A