Partner Before You Buy: The Pre-Acquisition Strategy Corp Dev Teams Skip

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. ____________________ 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. ____________________ 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 ____________________ 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. ____________________ 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 ____________________ 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. ____________________ 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 ____________________ 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. ____________________ 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. ____________________ 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 ____________________ 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. ____________________ 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 ____________________ 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  

Dan Caruso, Managing Director, Caruso Ventures; Founding CEO of Zayo Group This is Part 2 of our conversation with Dan Caruso, founder and former CEO of Zayo Group. Be sure to start with Part 1. It covers the Zayo thesis, deal sourcing, structure, and the negotiation playbook, whereas this episode picks up at the execution. Part 2 is about the equity value-creation framework Dan built at Zayo, applying the same IRR math PE firms use for their portfolio companies to daily operating decisions. It replaced budgets and tied every compensation decision to a single equation. It ends with the exit and how Dan put together a competing bid after a buyer consortium locked up the debt market. What You'll Learn How Zayo's integration process matured across 45 deals +  where it broke post- IPO The equity value creation model: the IRR metric that replaced budgets and tied compensation to a single equation Negotiation tactics: countering lower, manufacturing urgency, and splitting the CEO from their investor at the table Culture during integration: one culture, take it or leave it IRR compression as a sell signal and how Dan acted on it before most saw it coming The sell process: engineering a competing bid after buyers locked up the debt market The ICG deal: $8.7M in, $250M out, 18 months Want to apply Dan's framework to your own business? The Intelligence Hub has the Equity Value Creation Operating Model, a step-by-step guide to replacing budget-based management with IRR as your operating compass. Access here.  ____________________ This episode is sponsored by DealRoom M&A Science is heading to ACG DealMax in Las Vegas, April 27–29 and we'd love to see you there. Stop by the booth for a book signing, swag, and a look at what the M&A Science and DealRoom teams have been building. Learn more and save the date: https://hubs.ly/Q043VnNH0 ____________________ Episode Chapters [00:02:28] Public company vs. private: what changed about deal execution. [00:03:40] Negotiation tactics: countering lower, manufacturing urgency, the CEO-investor wedge.  [00:08:15] Integration maturity: how execution evolved across 45+ deals. [00:18:43] Culture: join us or don't.  [00:20:35] Going public: super voting shares, activist investors, and the PR game Dan skipped.  [00:24:40] Post-IPO talent drain and what Dan would restructure in management equity.  [00:29:26] When to sell: reading value compression.  [00:33:03] The sell process: competing bid against a cornered debt market. [00:39:18] The equity value creation model: replacing budgets with IRR. [00:43:29] IRR as a real-time operating metric.  [00:49:50] Cruso Ventures, quantum, space, and Boulder Roots Music Fest. [01:01:06] The ICG deal: $8.7M in, $250M out

Dan Caruso, Managing Director, Caruso Ventures; Founding CEO of Zayo Group Dan Caruso built Zayo from a startup into a $14B+ bandwidth infrastructure platform through 45 acquisitions. In Part 1, he walks through the full buyer-led playbook: how the thesis was built on a contrarian bet that everyone else got wrong, how proprietary deals were sourced through early relationship-building, and why fast integration wasn't a reputation problem — it was a competitive advantage.  He also breaks down the metric trap most roll-up operators fall into: mistaking EBITDA growth for true value creation. If your board is tracking acquisitions individually or your deal structure is loaded with earnouts, this conversation will challenge how you're running the program. What you'll learn: How to identify and build a contrarian acquisition thesis with investor alignment Why proprietary deal flow is a brand and relationship problem, not a sourcing problem How Zayo executed an unsolicited, fully funded offer on a larger public company — and won Why tracking individual acquisitions kills synergies in a roll-up When earnouts hurt more than they help — and what to use instead How clean, all-cash offers win on certainty, not price Dan's approach to thesis validation, investor alignment, and platform value creation is documented in the Roll-Up Readiness Assessment inside the Intelligence Hub, a stage-gated guide built directly from this conversation. Access inside the Intelligence Hub — → Access inside the M&A Science Hub — members only. This episode of M&A Science is presented by DealRoom. DealRoom just automated Pipeline Management with AI so you can spend less time updating deals, and more time working them. Automatically push deal context from Outlook to DealRoom Pipeline and use AI to keep deal target data and tasks updated, so follow-ups never slip through the cracks. No manual logging. No stale pipeline data. See for yourself: https://hubs.ly/Q045fXp50 ____________________ Episode Chapters [00:02:00] Introduction: Dan Caruso and the Zayo Story [00:03:51] Background: From Ma Bell to MFS to Level Three [00:08:58] Lessons from WorldCom: What Fake Value Creation Looks Like [00:10:35] What First-Time Acquirers Get Wrong [00:12:39] Building the Zayo Thesis: Fiber Orphans and Accidental Owners [00:17:20] Raising Capital When You Have a Track Record [00:23:50] What Must Be True for the Thesis to Work [00:26:54] Why EBITDA Doesn't Measure Value Creation [00:29:15] The Danger of Tracking Acquisitions Individually [00:31:17] What Actually Drove Zayo's Success [00:36:10] Convincing Sellers: Proprietary Sourcing and Relationship Strategy [00:45:30] The Above Net Acquisition: Unsolicited, Fully Funded, at a Conference [00:51:02] Negotiation Tactics: Unpredictability, Silence, and Team Play [01:02:16] Deal Structure: Why Zayo Avoided Earnouts [01:03:56] Clean Cash Offers and Certainty of Close

Rodrigo Dominguez Sotomayor, Partner at White & Case LLP Most US buyers approach Latin America M&A the same way they do a domestic deal — optimize the process, close fast, move on. That approach gets deals killed. Rodrigo Dominguez Sotomayor, Partner at White & Case LLP, has spent 25 years closing transactions across every major Latin America market. In this episode, he walks through what actually determines outcomes: antitrust consent timelines, labor regimes that make post-close restructuring expensive, and the relationship dynamics that can unwind a billion-dollar deal a week before signing. What You'll Learn In This Episode:  How a PE fund lost a billion-dollar deal over 2% — and why it was avoidable Why LatAm antitrust approvals can take up to nine months and how to plan around them What no employment-at-will actually costs you post-close Why showing up to a LatAm auction without reps & warranties insurance is a disadvantage How to negotiate with family founders when price isn't what closes the deal Why 80% of Latin America deals now run through auctions Your standard diligence process will miss things that kill LatAm deals — statutory severance you didn't model, title searches that go back a hundred years, antitrust consent timelines that block close for months, auctions where R&W insurance is already expected. Running diligence on a LatAm target right now? The M&A Science Hub has two resources built directly from this episode — the LATAM Diligence Delta Checklist and the Latin America M&A Entry Playbook — plus an AI tutor trained on 400+ practitioner conversations you can pressure-test your current deal against. Members get access before the episode goes public. → Access inside the Intelligence Hub — members only.  This episode is sponsored by DealRoom Stop juggling six different tools to run one deal. DealRoom brings pipeline management, diligence tracking, document sharing, and team collaboration into one platform. Purpose-built for M&A teams who need to move fast without losing control. request your demo today: https://hubs.ly/Q03ZMvQX0 ____________________ Episode Chapters [00:04:26] Rodrigo's background: 25 years across Latin America M&A [00:06:57] How a cross-border acquisition actually starts [00:10:17] Bilateral deals and family-owned businesses [00:12:52] Reading the room: when not to push on numbers [00:14:12] The billion-dollar deal that fell apart over 2% [00:20:02] Antitrust consent regimes across LatAm [00:29:49] The union leader story [00:27:14] Labor, employment, and statutory severance [00:34:04] Reps & warranties insurance: now standard in LatAm [00:38:44] Auction vs. bilateral: the 80/20 split [00:44:01] FinTech opportunity in Latin America [00:48:05] NVCA forms and deal documentation [00:52:48] Post-close integration: what actually determines success [00:55:51] Craziest Thing in M&A

Chrissy Cox, VP & Head of Corporate Development, Booz Allen Hamilton ​​Booz Allen Hamilton didn't build one of the most active acquisition programs in federal tech by waiting for banker inbounds. They built it by showing up years before anyone else. Chrissy Cox has built Booz Allen's corporate development function from scratch and done it twice. Her team was named Deal Team of the Year by the Association for Corporate Growth, and under her leadership, roughly 80% of their acquisitions come from companies they already have a relationship with. That's not luck, it's a system. In this episode, she breaks down exactly how that system works — from pipeline development to cultural diligence to integration ownership — and what most corp dev teams get wrong before they ever get to LOI. What You'll Learn in This Episode How to build a proprietary pipeline that makes you the preferred buyer before a process starts The specific cultural fit questions Chrissy asks — and the one answer that ended a deal on the spot Why she tells founder-led sellers to hire their own banker, even on proprietary deals How to navigate a carve-out when scope is impossible to fully define upfront When spinning out a business beats building it internally The three mistakes that derail most corp dev functions before they find their footing This episode is sponsored by M&A Science Intelligence Hub If you're trying  to move from cold outreach to genuine relationship-building with targets, the Intelligence Hub has the Partner-First Acquisition Evaluation Playbook — a practitioner-built framework for structuring pre-acquisition partnerships, evaluating targets through the lens of existing relationships, and moving from partner to acquirer with conviction. Become an M&A Scientist at www.mascience.com/membership  _____________________ ‍This episode is also sponsored by DealRoom‍ The best M&A teams close deals faster...not because they work harder, but because they have better systems. DealRoom helps you manage your entire deal lifecycle from target identification through close. No more hunting for documents or wondering what's blocking progress. Request a Demo today: https://hubs.ly/Q03ZMvQX0 ____________________ Episode Chapters  [00:00:00] Intro [00:04:20] Chrissy Cox's path into M&A [00:05:04] Building Booz Allen's corp dev function [00:10:32] How Booz Allen builds a proprietary deal pipeline [00:15:08] The partner-first approach to acquisitions [00:20:31] When founders should consider selling [00:23:49] Why culture can kill a great deal [00:29:40] Carve-out lessons from the PAR Government deal [00:33:24] Why founders should hire bankers [00:43:43] Integration: protect the secret sauce [00:48:01] The biggest mistakes in corporate development [00:49:33] The craziest thing about M&A

Nathan Rust, Senior VP of Corporate Development, Salas O'Brien Salas O'Brien has completed 30+ mergers with a 100% success rate and 93% cumulative leadership retention.  That doesn't happen by accident. Nathan Rust, Senior VP of Corp Dev, explains the system behind those numbers. He shares how they screen bad fits on the first call, why their CEO meets every employee from acquired firms, and how a founder-driven sourcing flywheel attracts inbound deals. In this episode: You'll learn how they screen 200+ opportunities a year down to the ones worth closing, why their initial diligence list is 10 questions, how reverse due diligence works as a real screening tool, and what CEO-led integration meetings mean for retention. The core argument: Cultural fit isn't a soft metric. Believe it or not, it's the primary filter for deals. EBITDA tells you what you're buying, but people tell you whether it survives.  If you run corp dev at a people-intensive business and wonder why your post-close retention doesn't match your pre-close promises, this episode is for you. What You'll Learn in This Episode Why retention is one of the most overlooked risks in M&A How cultural compatibility is assessed during early conversations Why many buyers damage their reputation by retrading deals How equity rollovers align incentives between buyers and sellers Why simplicity in diligence often produces better results How direct outreach and referrals drive proprietary deal flow The role of reverse diligence in evaluating buyer credibility This episode is sponsored by M&A Science If you're struggling to retain founder-led leadership teams post-close, the Hub has frameworks for cultural integration and leadership retention to help you actually deliver on what you promised at signing. Get access at www.mascience.com/membership _____________________ This episode is also sponsored by DealRoom The best M&A teams close deals faster...not because they work harder, but because they have better systems. DealRoom helps you manage your entire deal lifecycle from target identification through close. No more hunting for documents or wondering what's blocking progress. Request a Demo today: https://hubs.ly/Q03ZMvQX0  ____________________ Episode Chapters  [00:04:40] Nathan's Background & How It Shaped His M&A Philosophy [00:09:25] Why People Are the Primary Deal Filter [00:11:23] The Three Screening Criteria on Every First Call [00:16:51] Earnouts, Equity Rollover, and Employee Ownership [00:21:21] Deal Sourcing: Employee Referrals, Buy-Side Reps, Direct Outreach [00:33:37] How Introductory Calls Actually Run (And Why They're 90% Personal) [00:42:10] The 10-Question Diligence List & Reverse Due Diligence   [00:47:50] Valuation Philosophy — Fair Offers, No Retrading [00:51:10] ESOP Deal Complexity & The Charlotte Deal Story [00:55:00] Integration: Why the CEO Meets Every Employee [00:57:44] The Craziest Thing in M&A