Buy Side and Sell Side M&A Strategies

I'm Kisam Patel and you're listening to M and A Science, where we talk with deal professionals and learn valuable lessons from their experience. This podcast focuses on stories, strategies and what actually happened during M and A deals. In this episode, Abiq Jain and I explore M and A in a corporate setting. Abiq has spent the last 15 years involved in M and A through investment banking, private equity, and most recently corporate. He shares lessons from being on the buy side and sell side of transactions. We discuss corporate environment, challenges, the most efficient use of capital, and the limitations in corporate M and A versus investment banking or private equity.

Here's more on Abique's background so my name is Abijain. I've been in M and a for about 15 odd years across investment banking, private equity, and most recently corporate M and A. Grew up in India, came here in 99 and I've lived sort of all over the US my favorite place probably being Chicago, just given sort of the cosmopolitan nature of the city and all the deal work that goes on in the city. Most recently I was heading up a corporate M and A function at Hillram Holdings. I started my career in investment banking and I was in aerospace, defense M and A for about three years with a firm called Houla and Loki. When I joined them they were relatively small investment bank. Today they're global bank. I was in their Washington D.C. group focusing on transactions but also other financial valuation, finance opinions, projects like that. After that I moved to private equity for a couple of years in Boston. It was an interesting group. I was working for a fund called Morgan Taylor Partners and and they had a buyout group that was investing in middle market family owned businesses really in the manufacturing sort of industrial space. And then after that I went back to business school and then since then graduating in 2010, I've been in the corporate M and A world, which is actually very different world than maybe the private equity and investment banking world just because you know the corporate mandates can be wide and but you're always thinking through the strategic fit of a business with the larger company objective and so I think it's just a different sort of mold in which you do transactions. I've been involved in both sort of the buy side transactions in corporate, but also we sold a few businesses throughout my career so far in sort of the M and A world.

So you've been on both buy and sell side of these transactions maybe a little bit more if you can emphasize what those differences were when you were shifted into a corporate role versus your previous roles in Banking and pe.

In the banking world you're really an advisor to clients either on the buy or the sell side. And I think it's a fairly macro role in that you're making recommendations to companies to acquire businesses based on your outside in understanding of the business and the markets. And oftentimes you have a fairly accurate perspective of what's happening in the industry that you're working in. So healthcare for instance. And I think you also bring as an advisor a lot of knowledge across the sector from not just things you're reading, but also things you're picking up as general industry chatter. I think in the corporate world you get less of that. I think in private equity you actually can do that as well because you can attend industry conferences and talk to a wide array of folks across the industry, both consultants and companies, and sort of form an independent view. I think in a corporate setting your access is a little limited to competition, for instance, or competitive intelligence, at least from the companies themselves. So I think we need to find, and we do find different ways of sort of gathering holistic perspectives on sectors or subsectors within industry. So I think that's maybe a big difference in the two scenarios. Probably the other difference is that in a corporate environment, capital is the opportunity to deploy capital takes various forms, M and A being one, investing in an organic business being the other. And then there's dividends and shareholder returns and share buybacks. So I think that's an element that doesn't really exist in sort of the private equity world where you know, you allocate capital to a portfolio and then you maybe put in incremental capital or look for other deals for the business. But that same capital is not competing for other fairly non transaction work. And I think balancing that from a ROI to the shareholder standpoint in corporate is a different way just to look at, look at sort of the world.

I mean, would you still look and have a position of like a PE maybe leveraging and putting some kind of debt on it to make a transaction happen?

Yeah, I mean we have. So for instance, when we acquired Welch Allan at Hillram, we borrowed a majority of the $2 billion that we put to work here because we could, we had, you know, there was significant capacity we had. And so, you know, debt is very commonly used in corporate world. I'd say that on balance, we prefer to use balance sheet capital, which is balance sheet cash essentially is what I mean. Just because we want to try and maintain certain leverage ratios as a public company. And also the most efficient use of Capital is how we think about allocation. And so unlike private equity, which almost always needs to have a debt bridge to complete a transaction, we have the flexibility in the corporate world of capital saying, do we need to raise new debt? Can we use cash? Can we use a revolver? And there are various flavors of funding which I think gives you flexibility in a corporate setting that you may not have at a fund level.

That makes a lot of sense going back to the industry. Intel. I know a lot of companies have access to similar data sources, whether it's FactSet, CAPIQ, PitchBook. Beyond that, what would your limitations be from the Corp Dev position versus private equity in terms of industry insight?

That's a great question. So I'll give you an example. If I'm investing in spine, and as an investor, I can go to a spine conference and talk to a lot of competitors and a lot of players in the space and really get intelligent on the space, but also get insight into how certain competitors and companies are thinking about the space or how they're intersecting spine and neurology. For instance, if I'm a Hill Rom or a Medtronic or a Striker, then for me to sort of walk that floor to gather just how people are thinking, it's a different platform because A, I won't be comfortable going to a competitor's booth and asking a lot of those questions, and B, the competitor may not want to share a lot of that information with me. And so it takes on a different flavor of competitive intelligence gathering. And I think a lot of our intelligence has gotten from primary research that we pay for, like a McKinsey obesity or Bain or reports that we read or articles that we read. But thirdly, also from our business units. And so there's a huge intelligence gathering effort that happens at the business unit level, on the ground, in the regions of the world that we find a way to funnel up and then piece together a lot of that information to come out with a thesis on market size, market growth, where the opportunities are within sectors.

It's interesting. So there's limited information because you're a strategic buyer, but it seems that goes way beyond just negotiating on a specific transaction. That's just the whole aura you create and creates that limitation even outside of specific negotiation.

Yeah, I think you're right.

One of the things I know we talked a little bit about before was just negotiations and strategies and tactics. And it was interesting hearing your perspective in both the buy side and sell side from that. And I'd love to just dig a little bit into that in Terms of some of the strategies and tactics you would use in negotiating a transaction on a buy side and how you've acquired a different lens from it on the sell side and how you'd be able to manage that.

I think one maybe common theme in negotiating is the level of transparency that you want to have with the other party. I also think that it's very, very important to be completely intellectually honest and keep your integrity in this because in the deal world, first, it's a very small world. Secondly, you can be on opposite sides of the table or same sides of the table with advisors in a span of 12 months. So I could be. I could have Goldman on my side of the table, but I could also be have Goldman on the other side of the table. So it's very important to going back that to keep sort of the. Your integrity negotiating is highly critical. I think the difference between the buy side and the sell side is you almost have more opportunity to leverage the auction process when you're on a sell side. Because the opaqueness in a process when you're selling a business allows a seller or the seller's advisors to create a competitive situation when there may not really be a competitive situation, but you can create an aura of competition to get sort of the best terms and best price you can for that business. I will say that there are times in the process that that leverage shifts. And part of sort of the art of deal making, I think, is understanding and anticipating what those points in the process are when the leverage sort of shifts. And I've always found that being fairly upfront on how you're thinking about this, whether you're on the buy side or sell side in terms of value and consideration is important because I think there's a reputational game here that you're often playing and that reputation carries with you. Whether you're in banking or move to private equity, move to corporate world, it sort of follows you. So I think those are probably the different aspects of this. I would say that having been sort of on the sell side as well as on the buy side in a corporate environment, for me the intersection of the negotiating tactics really comes to head during the contract. And as I build my team or I have built my MNA team, I think the ultimate game is to get the contract right. And I think if you can get the contract right, you can solve a lot of sort of negotiating issues that come up in transactions.

I guess is that coming down to just specific findings as you're diving deeper into the deal and really bringing Those up and using that to leverage.

Yeah, I think part of it is that I think part of it is also sort of preparing for what's about to come. Right. I mean, I think on the sell side, a lot of times when I've gotten into situations that could have been maybe predicted and not really, I didn't maybe think that through is when you're trying to sell a business that you really don't understand completely what the skeletons in the closet are, so to speak. And they may not be, you know, necessarily bad items, but just when you're selling a business, if you're finding things about the business you're selling for the first time, when the buyer is finding them out, that's a problem. So I think, you know, the guidance I would give if someone was asking was do your own diligence on the businesses that you're trying to sell and try and. And try and position the business you're selling in the most accurate light. It should be in the most positive light, but it should also be in an accurate light so that you're not surprising a potential buyer when he or she is finding information about the company. Because I think the biggest problem in the deal world is surprises. Nobody likes surprises. And I think when you're trying to sell a business, you're trying to minimize the surprises. And I think when you're trying to buy a business, you're trying to react in the most even keel manner to surprises that you can. There'll always be surprises, and I think it's important to know how to manage them. On the sell side, you want to minimize the surprises, and on the buy side, you want to be less reactive to them.

How would you go about that? On the sell side, if you're preparing for a sale on a company, what would you do to accomplish something like that?

The way we typically do this? And I've hired investment banks to sell businesses. I've also sold businesses on my own. The cadence of due diligence, before we even get started with the process, sell side process is I want to spend 2, 3 days with the management of the business or with the business just understanding what this is and put my buyer's hat on at that time and ask all the questions and evaluate all the areas where buyers sort of explore this business. I think it's also very important to be very upfront about and intellectually honest yourself. Say, you know, here are the four or five issues that exist with this business, and let's not hide them. We need to find a way to position them and explain the story. And so oftentimes what that does is that forces you to depart from a regular sell side process where you have a sim, you have bids that come in. That's a management presentation. Sometimes when I've sold businesses, I've just gone from a teaser, which is a 2, 3 page document, to a buyer. And the next step is really to put them in front of management so they can ask all the questions. And so it's an orchestrated process, but it's a process where I may bring in buyers after an NDA to look at the business and give me a sense of what other buyers would ask, just because I want to understand how buyers are thinking about this business.

It sounds like a private sale.

Yeah, it's a private sale. I mean, I think public sales have a different sort of flavor, right?

A lot more prep, a lot more.

Marketing prep, a lot more focus on confidentiality. You know, you have a lot of advisors involved, from legal to financial to sort of investment banks. I mean, I think it's a different flavor. I personally haven't been involved in a lot of public sell sides. Most of what I've done, even on the advisory side was private. And then, you know, at my corporate jobs, it's largely been sort of things that I've sold without an advisor.

Going back to your banking experience and you're running more of a formal sale process as opposed to something more intimate or private sale and you're running an auction. Was there specific strategies to really get buyers engaged and competing with each other that you engaged in back then?

Yeah, yeah. I mean, I think these are not unique to something I did or ulan did. I think the standard practice there in the industry generally is you want to generate enough interest for your asset, but you want to have that fairly controlled. I mean, there's auction processes I've been involved in on the sell side where we went out to 40, 50, 60 buyers. And back in the day, this was before a lot of sims and a lot of information was sent over email. These were hard books bound that FedEx would carry overnight to buyers. And I think we did that to make sure that the asset found a home. I think that entire model has evolved to now where we, I think advisors are very conscious that there's a lot of assets out there for sale. And so we want to stay focused. So I think having a fairly focused buyer universe is maybe a more prudent way to sell a business. And I think the strategies are really twofold. One, you want to generate enough real interest for your business. And the way you do that is you advertise your business, whether it's through a sim or through a teaser. And then I think it's important for advisors or for folks like me are trying to sell a business to actually engage with the buyer in a conversation about the company. Get to know what they know, get to understand what are their red flags, what are they thinking on value, how are they thinking about growth? You know, where do they think the strengths and the weaknesses of this business are? Because I think a lot of narrowing the field, say if you go to 15 buyers, down to 10 can just be based on those calls. Are these buyers asking the right questions? Are they fully engaged? Have they done their homework on the industry? So I think part of that strategy is one, make sure that your buyers are real. And I think the second piece of it is you want to stage the buyer interest in a way where you're prioritizing what you believe to be tier one buyers against the others. Because the sense you don't want to give a buyer is that they don't have a shot. If they don't really have a shot. You need to be very upfront, say you don't have a shot. But it's important to have the buyers converge to a apex in value in terms. And so part of the strategy is really sharing with each buyer a developing perspective that you have on what the market is talking about as a value for the business.

That makes a lot of sense. You're getting the process, I guess, squeezed down and really taking the time to understand these buyers, which a lot of the common dilemma is you're focused on getting more sell side engagements. And how do you balance that out? Where it seems the big incentive is to keep getting engagements, but the process you describe requires a lot of investment in time with these buyers to really have that kind of process. And I think that's something that really separates banks, I guess. What's your take on that?

In my experience, and I'm going to talk from the buy side because I've spent most of my career there, I think investment advisors that really take the time to understand the focus areas of other companies in the long run bring a lot more value to a corporate than those that sort of run broad auctions. Because an advisor on my right or my left who can actually get me insights on where I could sell this sort of orphaned, if you will, business and where they really think somebody could step up to the plate and acquire this asset is a lot more valuable to me than a bank that says, you know what, we're going to, we know 50 buyers and we're going to reach out to all of them and we put together a great management presentation and a book and we get this asset sold. The reason is from the corporate setting, I have to balance value of an asset with a certainty of getting it closed. Because for me and my management team to focus on a business that we're not able to return capital on efficiently is almost akin to how much I get from a value standpoint for this business because it's distracting my management. I have to, you know, talk about it and review it every month where I know that it's not an area that strategically makes sense for my business anymore. And so finding a home for that quickly is almost as important as finding a home for it where I get the maximum value.

So likely there's a good amount of value for a banker you're working with on selling an asset that's putting a lot of this diligence, doing research and figuring out, hey, here's a play where there's a company, I think we get a fair market value and they'll be interested to buy it versus pitching on running a whole broad auction process. You would be interested in doing that because the values in a realm that you're comfortable with and you know there's a certainty in the transaction that you would put a lot of consideration in working with somebody like that or put a lot of value in working with a banker that has that approach.

That's exactly right. I will caveat that by saying that most corporate M and A organizations that have been doing deals for some time run homegrown sell side processes. And there are two reasons for that. One is a business may be too small, like a hill ram is selling a small business. Not too many investment banks that may be interested given the size because their fees are dependent on size of the deal. That's one. And number two, a lot of times it's just more efficient to run the process internally without an advisor.

That's interesting. So if I'm a boutique bank just trying to specialize or carve a niche in carve outs, I and I approach you. Hey, Abik, what do you have? I want to sell something. Do you have anything you want to put on the market? You may push back a little bit.

I think it depends. I think if you talk to sort of the corporate development M and a person at 3M or GE, they may have a different perspective because they may sell a lot more. But you know, sort of billion to $5 billion enterprise value or market cap. Public companies are not selling a whole lot typically. And so if they're not selling a whole lot, if I'm the advisor knocking on their door to get one engagement every three, four years is maybe not worth spending my time on where I could, you know, I could work up private equity and other sort of serial buyers and sellers who may be more open to the idea of me representing them or their business. On the sell side, do you generally.

Not get approached a lot by banks?

No, I will say that over time we do get approached a lot, but I think banks have sort of figured out how we operate internally. And so, you know, we, it's not like we won't hire an investment bank. We've hired them in the past to sell sort of pieces of our assets, but we don't sell a whole lot. Right. So I think, going back to your original question, I think banks that have a real true perspective and pulse on how other players in the market are thinking about buying and selling are much more valuable than broad auction advisors that mail out sims, et cetera, just to get huge auction process going. And don't get me wrong, I mean, huge auction process can often lead to high value for assets. But it's just oftentimes corporates, and I say this loosely, oftentimes corporates are not in the business of selling assets to maximize value. They're in the business of selling an asset because they want to focus their and their team's energies on other more strategic targets and portfolios.

Makes sense. You want to work with strategic thinking bankers.

Yeah. And don't get me wrong, I think most bankers are sort of very aware and very plugged into their segments. But we are fairly transparent with advisors who reach out to us saying, can we represent a sale for you? Saying what we're selling is too small, probably not worth your time when you buy.

Are you oftentimes in broad auctions or are you doing proprietary deals?

We do a bit of both. So we recently acquired a business called Mortara that was sort of on a proprietary basis. And I think auctions in general that we get involved in are never that broad just because we're out in the banking and intermediate community talking a lot about sort of what we want and our strategy of acquisition. So it's very rare that we'll get pinged on a transaction that has, you know, which is a huge auction. Most of it is fairly focused and we're pretty good about quickly responding to inbound interest from an advisor saying this works. This doesn't work from a strategic perspective. I don't think we shy away from a broad auction because it's a broad auction. I think we'll shy away from a deal that doesn't strategically fit with our objective. I think in an ideal world, you want to do more proprietary deals than auction deals, because most of proprietary deals, you've already done a lot of the legwork on the industry and the segment and the sector, and you understand this is what you want. That doesn't always happen. What we've noticed is sometimes a lot of similar assets come to market together. And what we've sometimes found helpful is we learn from the review of each of the similar assets, and we eventually may end up acquiring an asset that we didn't start out wanting to acquire. But the knowledge that's gained from each process allows us to refine a point of view on a specific asset. So in those models, getting involved in broad auctions is actually helpful because it allows you to refine your point of view on a specific target or sector.

What kind of tactics do you go about in approaching a broad auction since you have an understanding of how it works on the other side?

I think, again, tactics in my mind sometimes has a negative connotation to it.

That's okay. I want to learn that.

I think it's important to understand what the motivations of a seller are, and you can so often get that through an advisor, through conversations, to really understand what is important to the seller. A private entrepreneur who started a business 20 years ago, 25 years ago, is now selling it. That's a baby. That's his baby or her baby that he or she sort of grew up with and brought up. Right. So it's a very emotional decision for them. And oftentimes the longevity of their employee base or the legacy that they're leaving behind may actually be more important than even value. And so just understanding, I think, what those are. And it's not tactics, it's much more being thoughtful about what's important to the buyer or the seller. So you can present them, you can draw then for them the parameters in which you play. Because I think a lot of times mistakes get made when you as a buyer is thinking value is important to them, but all along that's not what's important because you could keep bidding up the value and ultimately not win the day because you fail to understand that what really motivated this person selling the business was they wanted to actually be part of a larger organization and take their business to the next level. So I think that's, that's maybe one, one thing that comes to mind which you talk about broad auctions in general.

I think that's a very strong point. What about when you're in an auction, you know that there's multiple bidders or have a sense of that. How would you compete or make your offer stand out above other offers on the table?

You know, this goes back to the last question on motivation, right? So I think it's important to understand what the seller really wants and then find a way to give them that. So for instance, if there's a transaction in which we're $20 million apart on value, there are a couple of ways to bridge that. You could bridge it with an earn out. You could bridge it with some sort of a stock grant, if you will, in a public company. You could bridge it in sort of other non financial ways. Maybe it's a consulting job for the entrepreneur or it's sort of some other comparative non financial metric that you can agree on. So I think, you know, these are sort of ways in which you can, you can differentiate yourselves. I think what we found is we've often won auctions against maybe sometimes higher bids because of the sincerity and the openness with which we approach transactions. I think, and this is not just a hill rom in most of my sort of buy side engagements, we really wanted to build on the legacy of a founding member of the company. And you know, we've emphasized that. And I think that really resonates with people. I think while money is important for all of us, I think there's a baseline beyond which money starts becoming less important. So I think if you, once you hit that threshold and you have to figure out sort of through an iterative process of what that is, but once you hit that threshold, a lot of sort of the upside, if you will, is not related to money. It's related to other motivations and aspirations of the entrepreneur.

It sounds like you don't let the process suck you in and get into a competitive environment. You stay really focused on what you're acquiring and really understand what they're looking for and really stay focused on that and try to get a deal done that way.

Yeah, I think we try and stay, to use your words, not get sucked into a process. I mean, I will say that there are times when there's so many voices at the table internally for a company or a corporate to do the deal, not to do the deal. So I think there's various flavors of emotionally getting tied to the asset. If you will. And sometimes that forces a tough discussion internally of. And I think part of my role, any corporate development setting is to sort of try and be as much as possible that unbiased party that is really the advisor for our internal champions on the transaction. But you're right, I try a lot of not getting sucked into a process and sort of, you know, seeing two or three layers below the varnished package sim to really understand the motivations of parties on the other side of the aisle.

You talked about your prep and strategy for selling a company. What about when you buy a company? How do you approach that? So we look at, for the diligence specifically.

Yeah, so we look at companies obviously in various ways. But I think the way we think about M and A is market company and then valuation. So assuming we're signed off or we have an agreement that this is the sub segment or sub sector within healthcare within what we do we want to go after, we then look at the business. And I think the way we triangulate on the value of an asset is we put together a cross functional team that evaluates any business. There's really two areas of that. One is a commercial diligence effort and one is a confirmatory diligence effort. The commercial diligence effort are those functions within the target that we will spend time on. So for instance, for a manufacturing business, the commercial effort may be sales and marketing, manufacturing and operations, finance and maybe R and D. So in my mind these are maybe the four functions that we want to bring in our functional leads. So folks who run R and D groups within our business or our CFOs within our business to really manage and diligence that aspect of the target. And then I think on the back end of that, assuming all that checks out, we have confirmatory diligence, which is largely legal IP it to an extent. And you know, if it's a foreign jurisdiction company, then maybe there's fcpa which is compliance. So this is how we sort of build the team. And it's a fairly extensive effort, I'll say. Sometimes our teams, diligence teams get 20, 30 people including outside advisors. And the real value is in using these different lenses to bring it all together so that you can look at a map essentially of what the issues are and what we can resolve. It's very seldom that there's a oh my God, huge issue in any of these functions that comes up that kills the transaction. It does happen. But a lot of this investigative work is really to defend a financial forecast that we believe we can pull together and deliver on. And so we spend a lot of time thinking through how these incremental issues that come up through diligence can be resolved under sort of a Hill ROM ownership or a company ownership and what incremental value we can bring to bear in this asset. Could be cost savings, could be revenue generation, could be steady state. These are all things that we have a very regular cadence of discussion about through the 45, 60 day period when we're doing due diligence.

You have a full team. Everybody's looking for the risks in the transactions, validating the investment thesis for the transaction. In terms of surprises that come up, does that tend to happen with specific functions or even the big stuff that blow the deal up, which I know you mentioned, doesn't happen too often?

Yeah, I mean, I think they do. They have, they do come up. You know, there are typically, in my experience, you know, compliance violations are typically a. No, no. Especially if they're repeated and especially if they sort of have an impact on P and L. If a business in Brazil or in Mexico or in India has been succeeding on the back of some payments that will go away under Hill RAM ownership, the revenue may have just fallen by 50%. So that's a big sort of reason for a deal not to go through. I think the other things could be related to some legal issues that maybe come up or we uncover during diligence or, you know, big environmental issue that may come up. A lot of times in transactions you're acquiring the stock of a company, but that also comes together with some real estate. And on occasion you'll do environmental diligence and realize that they have some contamination in the walls or contamination in the ground that we may not be comfortable taking on and so that may crater the deal. The other times in my experience I've seen deals fall apart is over intellectual property. So it could be intellectual property where we realize through diligence that they may or may not be infringing on existing IP off somebody else's ip. And the only reason this other entity that actually has the intellectual property hasn't come after this asset is because this asset is a small company. Well, once they get acquired by a larger business with potentially, quote, unquote, deeper pockets, you suddenly become a target. And so I think that's some of the other reasons that I've seen deals fall apart, if you will.

Those are great examples of big risk and doing a transactions. What happens when you miss it and you find the surprise post closing if you come across that I have come.

Across that you always wish it didn't happen. You always try and protect against that. And I think one of the ways you do that is you have a formal M and A process and a program at a company. And I think as businesses mature in their M and A groups, the sophistication of executing transactions and doing diligence goes up. And, you know, over time you start seeing less of those issues that you just talked about happen. And over time they get eliminated. But I will say that ultimately when they do happen, that's the time when you actually go back to the purchase agreement that you signed and you open it and you reread it. I will say that having negotiated several purchase agreements, you always wish you never have to open it after a deal closes. But that's what it's there for. And so I think it's very important to make sure that deal professionals understand in detail all that they're signing up to when they're acquiring a business. And I think as a seller, you want to be equally aware of what you're agreeing to through the contract. And these are not easy documents to read. They're dense. They have language and structures and constructs that are not typically used in layman English. And so it's very important to have the right advisors on your side and sometimes actually make sure that the selling individual or group has advice on their side so they're being appropriately educated with what they're signing up to. I actually enjoy reading agreements. I've often been, I think people look at me in a strange way sometimes. Say, you're spending the weekend doing what? I enjoy it. I think it's something that I've grown to like. I didn't all, you know, when I started off in this career, I wasn't something I enjoyed doing, wasn't something I did, in fact. But I think it's something that I have found over time. A becomes easier and B, it's intellectually very engaging actually to think through all the ways in which things could come up. Big IP issue, big environmental issue, big tax issue, and how that could sort of trickle through the system and actually be fairly costly for a buyer.

What's the biggest, most expensive post closing surprise you've seen?

That's a good question. I think it was related to tax and it was in the neighborhood of $25 million. Business was a large deal, but, you know, we sort of missed it. It was caught up the way that it worked through the purchase agreement. It should have been part of a purchase price adjustment, but we missed it and we sort of overpaid $25 million that we couldn't recover. So, you know, these things again happen, and you hope and pray that it doesn't happen, but they do happen.

Well, how big was the deal?

The deal was 750 million.

Million didn't wipe the whole deal out.

No, no. But that's still sizable, right? 25 million is a lot of money in isolation or with the 750 denominator. Right.

Fair enough. I guess. Looking back at your career, what would you say are some of the key lessons you've learned related to M and A?

I think you want to be honest at all times, going back to just maintaining your integrity on either side of this dance. I think you want to be able to get into the details and actually engage with the content versus the process, because especially on the buy side, you can get. And on the corporate side, you can really get lost in running the process. And that's all you're doing is making sure the trains are running on time. But if you don't engage in the content, that's when I think mistakes happen. I think there is a mystery around M and A. It probably sounds sexier than it always is. And so I think it's important to sort of step back and know that and appreciate that it sounds exciting to the outside world, but a lot of times it's a lot of work and, you know, it's not easily done. And I truly believe people in the corporate world who are putting these organizations together to sort of execute deals, they're doing it deliberately because they're understanding the value of having a team do that. Because sometimes people discount the value a corporate M and A team brings to the organization of actually running a process and getting a deal done. And I think that's changing. And I think lastly, I'd say it's important for, again, all deal professionals to be very savvy with the legal side of transactions and be really willing to acknowledge when they don't know and reach out to the lawyers and figure out what you're signing up to. Because it's a very sad day when things like you talked about happen and you don't have any recourse. That can be really problematic and personally fairly dissatisfying, actually.

What's the craziest shit you've seen in ma?

I was on a transaction once where the value of the asset, because this was in banking, we created an auction and it started out as a $225 million deal and it went it finally settled at 335 in a span of six hours. So there were three bidders and the bids came in at 225, and it went up to 335 in a matter of a day. Just because we created that interest, but we created that auction and Ultimate Buyer wanted it that badly. So that's pretty crazy. I mean, you certainly get an adrenaline flow when that's happening because you turn.

Into a live auction is what you did.

Yeah, basically. And it was a crazy time. I was an analyst, so I was just sort of, you know, the busy bee trying to line everything up. But there was a huge level of energy here at that time in the office, and that was pretty exciting.

Imagine this be a huge rush just to see a million dollars of value created in a matter of hours.

It was huge. No, it was definitely huge. So. And you know that's. There's lots of stories about crazy things like this in M and A. And it's an exciting space. I enjoy it.

Thanks for tuning in to M and A Science. We hope this podcast provided valuable insights. If you have interesting M and A stories or suggestions to share, reach out to me. You can find my email in the Show Notes as well as any links or tools mentioned in the podcast. Join us next time when we uncover more perspectives to successful MA transactions. This podcast was brought to you by Day One Day One takes an agile approach to the management of the entire MA lifecycle process. We develop strategies to drive innovation to create the highest return on MA transactions. Day One can work with you to implement custom solutions for your most complex problems. Visit ondayone.com learn more.