Buyer-Led vs. Seller-Led M&A with Matthew Person

This episode is sponsored by dealroom, the only M and A platform designed for buyer led M and A. Most M and A tools were built for sellers or bankers, but if you're in corporate development doing two or more deals a year, you need something built for how you work. Dealroom is purpose built for the buy side from pipeline through diligence. It gives you centralized control over every deal, clear visibility into tasks, timelines and ownership, and reduces manual work with bulk updates and templated rooms. And when your process lives in one place, you're not reacting to the seller, you're driving the deal. And that's buyer led M and A. Whether you're looking to speed up diligence, keep integration on track, or just cut down on chaotic email threads, Dealroom gives you the structure to scale. Go to dealroom.net or hit the link in the episode description and check it out.

Here's to the deal.

I'm Kisan 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.

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A Scientists welcome to the M.

And A Science Podcast.

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The old school seller led approach.

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I'm your host Kisan Patel, founder and.

CEO of Deal Room and Chief Scientist at M and A Science.

Joining me today is Matt Pearson, Senior Vice President of Corporate Development at quickbase. Quickbase is a low code platform that.

Allows businesses to create custom applications and workflows. Quickbase empowers organizations to connect their people, data and workflows through a user friendly.

Platform made for those without coding or.

Development experience in mind. Today we're going to talk about structuring.

Buyer led M and A processes, avoiding common pitfalls like over rationalizing deals and.

Balancing stakeholder priorities to ensure strategic alignment and long term success.

Matt, how are you doing today?

I'm great. Thanks for having me.

Thanks for making it happen. We are live in person in Boston.

Yeah, my hometown at the deal room Office.

Brand new.

Deal Room Office.

Brand new. Beautiful new office.

Thank you. And first podcast we're recording at this office.

Honored.

Hopefully we don't run into too many kinks and hiccups here, but we're used to doing this. Can we kick things off a little bit about your background?

My background's a little bit different than most. I kind of have a three leg stool, so to speak, when it comes to corporate development. Actually started in executive management and business management in the sports industry and spent a good decade plus running and flipping sports franchises all over the country. All of those lessons around how to operate and build a company parlayed well. When I finally I say grow up and went back to business school and became an investment banker helped me really understand how to go from creating value to capturing it in the M and A process. And the sell side was really interesting. I was a middle market investment banker for a couple years until I started missing to grow and build companies again and flip myself to a perfect wedge in the middle, which is corporate development. It's a combination of strategy and acquisitions that helps build and grow companies. So it's a great home for me long term.

That's like the journey. So you really had front end hands on operational experience, moved to the investment banking side, see how the deals and value gets realized. Now you're back in between it all, which is corporate development, which is seeing things through and making sure deals are accretive.

Yeah. So I've had to own a P and L. When you think of synergies you have to create in a buyer LED process, I've been there alongside my partners owning that P and L. I understand the operational integration components can help me with understanding the pitfalls that you overestimate. And we'll talk about that when it comes to over rationalizing a deal. I've had to work through all that myself personally as an operator.

Hey, and a real quick on quick base too. That's kind of interesting history because as far as I know that was actually a carve out of Intuit.

It was.

And then it later got acquired by big PE firm Vista.

Yep, we had a couple different PE owners, but Vista is our current private equity partner.

Okay. So I went through a few different hands and now it's currently backed by Vista.

That's right.

Let's talk about buyer led M&A. Let's define it and I'd love to hear your views on your experience and how it's evolved.

I love the term buyer led M&A because I really do think it's different, but it's also in my view the way to approach corporate development for PE backed workos or just any strategic that's looking to do acquisitions. The reason for that is I'm a firm believer in programmatic, which is the kind of cadence sequential acquisition of few different targets. Every research point will tell you that companies that do this have a tendency to grow faster, to pivot to the market better, to withstand competitive pressures. But you gotta do two or three a year and in order to do that you kind of have to move fast. And that means you can't wait on incoming seller led M and A opportunities. You have to define what you're looking for and then go after that. That's a buyer led approach in order to succeed in that methodology. I really think that what you're starting to prioritize, this buyer led mantra is actually statistically backed up as improved performance.

First and foremost is being proactive about how you source deals. And because you're proactive, you control your pipel and that allows you to do programmatic M and A where you're doing multiple deals a year.

If you're working a cross side strategy, your product team, sales and marketing, you're probably looking at a capability driven approach which then allows you to focus on the key attributes in that target to acquire. And that will help you whittle down and cut the fat from the stuff that comes across your desk that just isn't going to fit. And you really only focus on the things that you need. A lot of people say MA is a volume game, but I've always countered that by saying it's not. It's a volume game when it's focused on the right arena, the capabilities that you're looking for, the problem you're trying.

To solve for the clearer your criteria is, then that's going to allow you to just quickly assess what's a fit versus not.

Yeah, you have to have a box of preference. One of the things you want to talk to me about is how to create that view and how to get all the stakeholders aligned. But that box of preference is a mix of qualitative and quantitative metrics and that will align to the capabilities that you need. And those attributes become the things that you go search for.

When you say there's this assessment of quantitative versus qualitative, can you break that down, what that actually means? If I mean you're looking at a deal together, how would you break that down into specifics?

The box of preference I like to think about this square you want to play in is something that you should actually do. It's like the first thing that I did when I got to Quickbase was work around these qualitative and quantitative metrics and actually worked with Vista and with our board and with our executive team to actually write down the min and max thresholds we had for about 20 attributes. And they're a mix of qualitative and quantitative metrics. Some of them are things you would expect like growth rates and more operating margin retention metrics. And other things are more off the cuff, like what our view of management's strength might be, strategic fit or proprietary IP and patents. What it does is it gives you the chance to then frame what good looks like so that when something comes in, you can know if it's in or out of the box. So it's not binary. We're not going to just walk away from something that doesn't fit that box of preference. But what it does do is it tells us if we, for example, the big capability, the core thing that we're going after, that tech proficiency, and maybe it's behind on retention metrics or its growth rate hasn't been that great, that immediately helps us identify that which we need to believe in diligence. We automatically focus our diligence around those things. And we already know that we have buy in from all of our stakeholders that, hey, this is what good looks like. We know this is below par. Here's our path to remediating that in integration. And we also understand why it happened, maybe why it's not where it should be. And that's going to help us get deal approvals moving faster because we're already going to attack the things that we know all of our stakeholders care about.

Can you teach this to me? You don't have to use your company exact. I don't want to put your playbook in public. What I want to understand is there's two parts. I think I'm still wrapping my head around market mapping.

Sure.

A lot of the stuff I'm learning that we talk about here on this podcast is easier said than done. I'm learning that the hard way. One is I kind of want to get a better sense of like, how do you sort of mature that? Because I feel like at an early stage I'm very obvious about what the market map entails.

Okay.

These are business I'm really familiar with. So there's a little bit of, I'm curious of how do you see that evolve? You mentioned the conversation of the P firm. Are they helping shape what market map looks like and just your company strategy and how are you building an M and A strategy against it? Let's start there and then I kind of like click into the actual criterias. Cause I got more questions around that.

Yeah. So if you go back and look at again programmatic M and A and that buyer led focus, we're focused on capabilities. But one of the first things that I did when I started Quickbase was took a step back, walk through with products with our corp. Dev is obviously part of a strategy function. It's not just the execution mechanism. I always like to say that at M and A is the execution of that strategy. So we work on the strategy and build kind of a view for where the business is going to be in the next few years. And that's something that we work through with Vista and our board too. They want to understand where we're pointing the spear. We looked at certain attributes. So even though we're a low code, no code app builder, we're focused around operational workflows. We need to attach resources to those workflows. So people management, asset management and communication, communicating with those people, those are things we didn't do as well as we wanted to. It was identified through some work streams early on with our product team and we had market surveys and all kind of research that would support that. There was demand. So those are the capabilities that I'm talking about. You get those high level capabilities, you say, okay, resource management is something that we need to focus on. What's more important, people or assets? People. Okay, let's work on people now. Let's get really granular as to what people management means. We have different verticals, we serve, we have different ICPs. Let's get commonalities across those functions and work to define all the different capabilities and the metrics that matter. And don't those become the keywords for your organic search? If something comes in and it's a low code operator in Europe, we're not looking there because we don't want to open up our overseas. We only want to look at something in source management that can solve the problem. That's how you take this universe of options and really cut ourselves down at just the things that matter. And then within people management there's all these different attributes. We wanted to focus on certain ones. We decided to only look at companies that did those things. And then with the scorecard looked at growth rates and what do we think good looks like from a margin perspective? Retention metrics all that kind of stuff. And it allowed us to hone in on size and it allowed us to hone in on companies that did or didn't fit so that we could further whittle down the universe into core targets we want. And really made the process a lot easier in helping us define that which was good. Once you know the capability works and that's your first stress test. Let's get it in front of the SMEs, let's get it in front of the tech department. Does this capability solve for that need? That's first pass. Second pass is all the scorecard metrics around its operating and financial profile. You can rank and look at that. And then you already know what you have to diligence and prove out. And that becomes your bid approval deck. Hey, here's this business. Here's why it's already a strategic fit. Here's why it's worth what it's worth based on its profiles. And here's our preliminary integration plan to address why it's going to help us from positives and from the negatives perspective what we're going to do. And you have the whole plan before you've even bought the company.

I can't tell if you're making this interview easier or harder because we're going to keep along the same track.

Yeah, probably harder.

You got the investment thesis because it is based pretty much on capabilities. And it could be different. It could be geographical expansion. That would make sense to go look at the company in Europe because that's part of our plan. Or maybe it's just purely the talent. Or we're trying to do an aqua hire because we just need some kind of AI engineering. But this one makes a lot of sense. Capabilities is pretty common. You've identified ICPs where either you're planning to build that capability or if you can somehow acquire it. It's going to be something that would be synergistic to sell into the same icps. Does that sound about right?

That's right.

Then we want to get your take on this. It's almost like your order of diligence here. Because obviously here's this clear strategic fit part of it. And then when you look at it, I feel like coming up through finance, you tend to look at the numbers because I think there's a clarity around what are the revenues? People want to know fundamentally. It's what a lot of this is going to be based around. But then how strong is that revenue? What's the retention look like? What's the growth look like? What's the footprint and size of the company? Is that kind of the starting place and where do you go from there?

It really is. It's operating metrics and it's the financial metrics.

Okay.

And those things become things that in a buyer led process, we're going to push for earlier. Where in a seller led process, maybe they wouldn't give you the benefit of time or the access, saying, hey, let's get to an IOI first or an alloy before you get to that data. In a buyer led process, we're going to push to get some of those things answered earlier to make sure that we have more what I call like certainty around what we call true operating characteristics. The company is what it says it is and we would do that earlier in the process and maybe a seller process.

I think this is a good time to break down for the record seller led versus buyer led, seller led slash, banker led versus buyer led.

The seller led process, which is I'm sure you've talked to on other podcasts, is obviously the banker led process where they've reached out. With a prepackaged SIM introductory materials, you get access to the management team for a short period of time and there's a rigor around the communication, a limit on the data flow and the access to that team. And then you have to make a decision around value and whether or not you think it's an acquisition that you want to pursue because that is structured, you sometimes don't always get the chance to get all of the information you might want. As a buyer, which probably we have different key criteria than everyone else. We may not get that culture fit, we may not understand some of the operating metrics that we want to. And the tech proficiency, which is really the key thing we're looking at is that capability, that key tech proficiency, you're going to sometimes miss that unless you really know the business. And it's an aha. Because bankers like to get the public logo and the brand equity behind the deals that they do. You may miss a really great tech proficiency play that's a B minus or a C plus from an operating metrics perspective, but actually might be the right target for you to acquire because the tech's better than maybe the A plus one.

So in a banker led process, it's prepackaged, which I think there's some pluses with that, like stuff like ready to initially, like first phase of reviewing numbers. It's put together pretty nicely, it's put.

Together beautifully and you can make an assessment on what you get don't bet.

Too hard on the forecast.

Yeah, never bet on the forecast. But for the most part the legacy data is validated. They do a lot of work to make sure that the information they get is correct, it's consistent, it's accurate. You're going to have a little more faith maybe in the accuracy of the data. But again I would offset that with a buyer led process where maybe you have some reservation around the quality of data you get from founders, which maybe isn't as well kept. You have the time to go back and gut check that and run the math and validate on your own accord. It's a pro and con to each one.

There's a limit on data and the team.

There's definitely a limit on team for sure. In a seller led process, culture is a huge part of what makes a deal work and what makes a deal fail potentially. And getting involved with the not just the CEO or the founder, but the rest of the management team is harder. In a seller led process, these things.

Like interconnect because when you talk about the limitation on the flow of data, the team then also lends to limitation on teams, limitation on identifying the culture fit. And then you just got some general time constraints when you mentioned like the tech proficiency and you're basically shortcutting your diligence.

You have to make more assumptions in a seller led process, at least at the front end of the process. That's the harder part about it where I would actually argue. In a buyer led process, when we get to an loi, we probably have a lot more certainty in our ability to close that deal. In a seller led process I have less certainty and I rely heavily on the actual post LOI diligence to make sure we've got it right. And I'd argue that's probably where seller led processes have a higher tendency to fail or have a retrade because they've forced so many assumptions on the front end of that process where you don't have to do that. In a buyer led process you have the benefit of being able to gut check before you get to loi the.

Buyer led process, you get more control, you obviously got more time because you're working directly with the target onto a deal that's pretty amicable. Tell me more about the culture fit. What are you actually doing to identify culture fit? The thing I've realized is you don't have access to many people pre loi like you got. Maybe on one hand you can count how many people you're really Going to be interfacing with. I mean there's things you could do to understand culture. You can feel the ecosystem and figure things out because everybody's got a reputation, organization, individuals. But yeah, I'd love to get your take of like how do you find culture fit?

First off, separate from M and A culture and organizational culture is something that I actually care strongly about and have a whole entire thesis around what culture is. To me it's actually an intentional construct. It's not a more a lot of people think it's the ping pong table and let it bring your pet to work. But to me, culture is the actual output of a system of processes and procedures and you can quantify it. And I actually work with HR on a lot of these things. To walk through elements of what we consider culture to be, which is a combination of how people are, your identity, how people are instructor coached, the nature of their inner communication, which is often what people think culture is, which is that ping pong table and happy hours and stuff like that, and then feedback and feedback is review systems and things like that. So when we look at culture, even though we may in a buyer or seller led process, only have access to five, six, seven people, you do get the benefit in a buyer led process of more time in person and you don't have, you know, the banker sitting next to you the entire time. So it's a little bit more of a free conversation and you get the time in a meeting. We have one coming up. I'm headed to California tomorrow for a company that we're looking at where we have one on one set up with the key management team just to talk to them and also a session around HR and benefits that digs into the staff to a degree that we probably wouldn't get access to in a seller led process where we're walking through major discussions around roles and responsibilities, how they go to work, what they do when they're at work. So we're breaking down culture into systems, into processes and procedures that you can discuss and define along the way. Healthy exercise for every company as a buy side is to actually write down and define their own view of what culture is, who they are. And a lot of companies don't have a great view of what their own culture is. They might individually think they know, but there's definitely a difference in perception of what management thinks their company is and what the rest of the company, the employees think. And being able to harmonize around a company view as who we are and then taking that and saying okay, Is this acquired entity like that? And it sounds obvious you wouldn't want to be. If I like working in an office in a suit. You don't want to buy a company that has people in jeans and beanbags in the hall. That's never going to work. And I know that's a high level example. But if you start to break down culture into its component parts and systems and processes, you're going to be able to tell relatively quickly whether or not you have things you need to work through. I'm not saying you shouldn't buy the company, but I have definitely been, when I was a banker in rooms where companies that were all in office and we were representing a 100% remote business, they didn't buy the company on that basis because they knew there was going to be an issue with having full remote staff of a material degree interacting with people who are only in offices. It does factor.

We're making a very hypothetical situation that I may or may not have encountered. But on a deal you clearly see that there's going to be cultural challenges with a specific department. Let's say tech company sales and marketing. Great, not a big deal, that part's fine. But the engineering, it's whoa. There's like very different cultures of that. And your engineering leads brought that up. Now you sort of know that. But then there's this general business case of why we're trying to do this deal. There's geographic expansion at play and cross sell opportunities. Part of me goes to the value of the deal itself. Like where you feel like generally this is gonna be a good deal. It'd be different if it's something that we're really spending a premium on to get the deal done. Versus here it's ah, there's like more room for it. How do you like cross those things when you put all these things together? I guess this goes to like if.

Culture'S gonna be such a factor where you maybe you walk away or you don't do the deal.

Yeah. And I almost think it's like it's competing with other elements of the criteria. And I don't think it's basically, this is a minus, this is a minus and you're out. I almost feel like it's plus is a min minus where you say, hey, you know what, there's a price for everything at the end of the day that, hey, this could be a total bag with a lot of these culture issues. But we're getting such a good deal on it. Maybe we roll our sleeves up and Fix it.

It comes down to the pluses and minus all factor as to what I call true operating characteristics. And then we put those on paper in the form of synergies and they're on the bottom line and the top line. And when you get into culture differences, you have to step back and look at whether or not you actually can achieve said assumptions in light of the aforementioned dispute. So if the degree of culture delta is going to affect your ability to integrate the business properly or to achieve scale and achieve the synergies on paper, that's when you start to look at whether or not you should do the deal.

It's almost like you calculate Those dis.

Synergies 100% and there are times we've been, I've been part of transactions where we actually went through adjustments to how we did integration and who came forward in the transaction based on the belief of whether or not they were going to factor in in the growth of the business. Dis synergies are something that people don't often put in as much attention to in a transaction.

I think that's what I need to do. I need to like model that out and say, hey, here's all the things that look good but then I'll take it. So at least you got a voice on the table. I'm listening to my head of engineering and saying, yep, we're going to calculate that as dis synergies. Knowing that, let's be a little objective here. What do we value that dis synergies as the view how to deal with it? Like how much impact should that do on the way we value this deal? Then it's good. Yep, versus now I'm ignoring him just to get the deal done.

That goes back to that over rationalizing the deal. There's so many times people get so entrenched and excited about hey, this is going to be great. We're going to do X, Y and Z and they poo poo and put this stuff to the side. And I see it all the time from the different places that I've been involved in M and A, whether it was a banker and corp dev where it's our go to market function is better. We'll get past that. We can fix their sales. Is it a bad product? Can you fix it? There's some major assumptions you've made there around our ability to affect scale. Do they have good salespeople because we need them to cross train us as much as we're going to cross train them. If we don't Think their sales team's that great. How well is that cross selling synergy going to be? It's a major factor. I probably am more conservative than most when it comes to revenue synergies.

I get a badge for every deal I get done. You know that. So that's why you probably push to.

Get them across the board.

Push to get the deal. I got to get the badge.

Just like in scouts, there's so much more risk on the buy side where we really have to put our name to it.

I tell you, trying to set up the first deal for this company so hard. Like, I've advised on well over 30 companies, but there's nothing in place. Nothing. Just the whole process of evaluating. And just like we're talking about, like now, I got to go back and say, hey, let's start factoring in dis synergies. And then at least I feel like we'd get towards a common view with the leadership team of evaluating these opportunities.

You have to have a fair and rational assessment. And that's probably the hardest part of times, especially with M and A too, especially on the buy side. A factor that people don't consider as much is everyone always talks about the target, but sometimes the biggest change is actually in the acquiring entity, in that home entity. What does it mean for me is just as applicable to the colleagues that I work with that I have to collaborate with to convince that this is a good idea. And we have stakeholders in sales and product and engineering and marketing that all of a sudden start going, wait a second, we're bringing in an AI team? What does that mean for me? We're bringing in a new widget. Is my widget now not as important as the one we just acquired. All those things factor where you end up getting biased. At least you can have biased opinions around synergies, both cost and revenue that can impact your ability to do a deal. Making sure your stakeholders are aligned and believe that we're trying not just to push a deal through for the sake of doing a deal, but really trying to build the company the right way and assessing dis synergies as much as we have possibilities. That's how you get trust and you get those people to get the deal done.

How do you do that?

Communication.

A lot of communication.

A lot of communication and listening. Could I run the whole entire deal myself?

Sure.

Anyone in this role could probably do a deal themselves and put synergies on paper and make assumptions. What I have found is I actually do less. And by that I mean I actually make My stakeholders part of the process, part of the decisioning. And they're the ones who are putting the numbers on paper with support and guidance from Corp Dev so that they own it. And when you own something and your own numbers on it, and we're all part of that discussion, there's a little more comfort as opposed to me walking and saying, hey, you're expected to do X and Y and Z. In synergies, it's a little bit of a different approach.

How do you balance getting the right stakeholders in too? Because I feel like it goes to the same thing. When you're looking at these deals early, you don't want to distract people. And then the same thing. If you're trying to get alignment with all these stakeholders, then you're trying to do the opposite. You're trying to rein them all in and get their opinions and make them feel part of this.

Yeah.

How do you strike the right balance? Would you usually bring in.

It's tough because everyone says they want to do M and A and then no one has time for it because they always have organic things to work on. What I've done is identified teams and I break them into small groups by product or by attribute or what we know the job to be done that we're trying to solve for. So we have an AI team and there's a couple of people who are just assigned to that. And then we have for different products and capabilities, we have people who look at those things and they know that around 20, 30% of their job is to be spent on early stage assessment of M and A. Their work schedule has allowed for that ebb and flow and everyone else is supportive of it. One of the first things they did was went around and said to all of our function leads, okay, finance, I need one or two people here to tax, I need one person there. And I went across and we identified those people and then I've been training them along the way in group sections and in function specific sections around what to do and how. And I always say that part of my role is just to make this list for them as easy as possible. That's actually why we have deal room, because we got everyone set up and trained on how to do diligence lists and how to do integration lists. And even though we haven't worked through a deal yet, because I'm relatively new at quickbase, every single stakeholder at quickbase has already opined on the integration checklist and on the diligence checklist and they already know how to use deal room. So when we have a deal coming in, they don't need me. They can actually just go do on their own and then we'll adjust to the minutiae that pops up along the way. But 80% of the work's already done and that just frees up everyone's time. So I just pre trained everybody and then it also selected a few people so that they knew that was part of their job as opposed to randomly pulling people in.

We talked a lot about here, shaping the strategy, being proactive on the deals, and now we talk about aligning the stakeholders. You brought in the technology piece for both diligence integration. I wanted to get an understanding. Right now I'm just using our own product to build a pipeline. I've done up to loi. It's kind of fun. You certainly just. Even the small list, you're still getting back and forth comments and stuff. But I'm curious about. You have a much bigger team on this. How are you aligning them or using the platform to sort of align them? Is it more of just here's the steps of the process that we are now standardizing for doing diligence integration.

I'm just so I live by the 8020 rule. I basically standardized 80% of the acquisition process. I got alignment on again those big strategic pillars, those capabilities we're going to go after. So everyone knows that what we're looking at is on strategy. It's not a wildcard. And then I work to understand the pros and cons and the granularity of those pillars so that everyone knows the attributes that really will drive impact and show accretion as opposed to, I don't know if we need this. Which is usually where things get caught on the buy side when people say we could build this internally and quickbase is in a home of app builders, so everyone thinks they can build stuff. We have to do more work around saying, maybe we should look at this from an acquisition perspective instead. And we already got that alignment before we even started doing pipeline. So when stuff does come in, they already know that this is on strategy and it's a uplift in capability. And that's true for not just my colleagues at quickbase, but for private equity for the board. They know what we're looking at and why you're building in preapproval along the way. And when it comes to the diligence process and preliminary diligence, we did training sessions with all those identified stakeholders to know what to look for and brought them in early so that they're actually the key. It's not me. Again, I say I do very little. I just move pieces around. The people who opine as to whether or not it's a good deal or not are our subject matter experts. It has to pass their muster. First. They've got to believe this is the right tech, that this is the right solution, that they can sell it. So we do a demo, we get through the NDA process, which is my first criteria when we look at companies. And I will decide whether or not based on that conversation this gets past NDA and into demo. And when we have demos it's only an hour and that's usually enough because most of the people we work with are really skilled and qualified. They kind of will know relatively quickly if there's a there there. All I've done is maybe obligated my team by capability focus to an hour of time.

So standardize about 80% of it. That's where the tech stack can be helpful. Create continuity between just your deal stages and also help the alignment. There's report outs that you can do, board members and so forth. Just have general collaboration between your different departments going back to the process itself. So you get an NDA signed and then you will do a demo of the product. Is it solely their demo or are you demoing some of your stuff too? Or is it.

It's usually their demo with maybe a little bit of time about us just to help them understand the why. If you have that dual symbiotic synergy. Hey, wait a second guys. You don't have a CRM and an erp. We can be that repository. You have this data field. There's ways in which we already know because we've done that capabilities assessment, how we can help the target and how the target can help us. And usually that approach goes a long way, especially with founder led businesses for them to understanding why you reached out as opposed to just having a generic.

Smile into alcohol and then you do the demo. This looks good, there's interest. We want to move to preliminary diligence requests.

We standardize that request list, we ask for some base level of information. We already know from talking to all of our stakeholders the key things they're going to look for and offer approval and we get that information. We might have another couple meetings around finance like everyone has to. And we dig in a little bit on tech and on staffing and we make some assumptions internally. We'll walk through a synergies model with our stakeholders, select stakeholders. That's relatively quick Process, once you standardize it to get to where you want to be from, an approval process to get an offer out the door.

And then once you get the approval, you'll get the offer in front. How do you approach negotiations? Part of me is like, do you really dig in and get a sense of what are their expectations? To me, I feel like golden rule of negotiations, don't put the first offer.

Yeah, yeah, it's true. He who speaks first loses. Usually we kind of get into ourselves. What I call again that box of preference, the deal process. That negotiation process, like the IOI versus LOI helps you either way. Sometimes when I talk to people and say, hey, what does a perfect outcome look for you sometimes? First off, no one's ever given me a low number of what they're worth. If I had a dollar for every $100 million company, I'd be 100 millionaire. It's my common joke, everyone thinks they're worth a hundred million dollars. When you know you have a real conversation to be had is when someone doesn't throw out 100 million at you is when they throw out a real number, when they throw out a range that's real. You can tell. And I think for people who've been around M and A long enough, we all know the kind of where the market moves and the bell curve that exists for companies in their industry. When we talk very vaguely about what does a good outcome look for you and the other side throws out a range that's reasonable, then we know we have something that we could work on. And then we let the natural IUI vs LOI process help us whittle into a range of agreement.

Pretty straightforward. You're right. I mean there's general multipliers people look at. I still find some bid ass spread challenges.

It's terrible. It still exists. The COVID hangover is not gone away.

It is because they'll still see stuff in the news. And then you got to break it down and say, listen, like that company's at a 50% year over year growth, you're zero. Let's put that into perspective. They're making money, you're losing money. Revenue model is completely different. They're ARR. You're transactional. Put all those factors together and you're nowhere close to what they're getting.

What makes this negotiation easy, going back to that box of preference, that creation of a programmatic approach, I kind of already know from working with our board, with our partner, how we're going to allocate funds and what we want to do with each deal that does put a valuation limit on what we're going to approach. Not because we couldn't do something that's different because we don't want to.

Being pragmatic about it.

Being pragmatic about it. Exactly. When we do get someone in the air of rationality, it's really easy then to say no, say, listen, this is where we need to be. This is what we're looking at for marketing. And that helps us whittle down the prospects a little bit. That said, people who've been around M and A know enough to know when someone's throwing a highball at you, but really doesn't mean it and is just waiting to see what you say. And we take a different approach. And that just happened to me on something, a transaction which we had a material bid ask spread. We just let the negotiation process and the IOI process get ourselves into a zone of reason. Partly because I kind of felt like, yeah, I don't think that's a real number. You're just saying 100 million for the sake of 100 million. And so we got ourselves down there. So sometimes you got to throw out something on paper.

As a buyer, okay, so we're building a supply demand curve. In my head as you describe this, I'm thinking like there's a rationalized value curve and then there's a relationship curve. What I wanted to understand is like how does that relation development fit into this?

It's a huge factor. Money is not the only driving factor. I know that sounds as a capitalist, someone who believes in supply and demand. And bankers would probably disagree on that one too. But I've definitely found that if you're known as a good home, if they like who they've met along the way in that process, not just me, but all the other people that they meet along the way. And that's what the buyer led process gets you. Is that more of that individual interaction that's not maybe overseen by a banker? You build that trust factor. You want to be known as a good home that is just so valuable because founders and CEOs really do generally care about their employees and they don't want to have them sent somewhere where they're going to have a bad experience where their reputation is stained. If you can really prove that you are a great place to work and a great home for the acquired entities employees that is going to chip away at most bid spread. Unless it's just a bridge too far.

Like how much? Like a turn.

Yeah, it could be A turn. Yeah, definitely. It can be that meaningful. You can see 20, 30, $40 million spreads come way down.

To put a perspective with maybe percentage.

Yeah, it's percentage probably better than a turn. Just depends on the ebitda. But yeah, it can have a meaningful impact on your ability.

Maybe like a 10, 20% is something like that or you think even 20, 30%.

Well, I'll give you a frame of reference. Some stuff in the last six to nine months I've worked on where we've been able to negotiate down and yeah, it was probably 20, 30% off of their ask.

That's total ask. It wasn't, hey, I'm just going to throw you in a crazy earn out and let you go work for it.

Deal structure cures all wounds. Everyone has hesitation around earnouts. There are definitely times that I've been part of those and they've been wonderful. But they're also just more complicated from an integration perspective. Everyone loves that all cash or combo equity kind of deal where you just, it's a clean slate. You don't have to worry about that hanging chad, but for the most part being viewed as a good home. Having the relationship that the buyer led process allows you to build, it's going to get you from 10 to 20, maybe even more off a bit as spread problem.

All right, got to spend more time hanging out, build relationships. Couple drinks at the bar, you got any hacks? That's what I was thinking was I got the one deal now where I just know there's an advisor in between and I'm like, I got to go have a beer with them. That's just bottom line.

The advisor's going to do their job and they're going to fight for every dollar. But at the end of the day, they work for the founder, the CEO for the company.

They are. And I'm like, look, you got to give me more confidence in this deal. And I'm not going to have confidence unless I get trust with the seller. And you need to not stay in the way of building that relationship. We'll have to see how that goes because they do revert to put themselves right in the middle and disconnect the direct communication, which I don't like.

No, it's true.

Then it goes back to the other deal which I got, the proprietary deal, which is great. I like the seller. We got a great relationship, but expectations are not there.

It also matters because again, going back to that box of preference when you are looking at metrics that are below threshold and again, it's not binary. You're not saying no, you're just looking at okay, what do I need to believe to then right size that problem or understand why it occurred. And in a seller led process, sometimes you don't get the benefit of that understanding. In a buyer led process where you can have more relaxed conversation is probably the best way to put that because it's not overseen by the banker. Then you can really get to the bottom of the truth, usually around what happened and why. And it's not some made up story or sugar coated anecdote about what happened. With X, Y and Z, you get to the truth and that again builds that rapport, builds that trust, that builds a relationship that allows you to be viewed as a good home.

I agree. There's no reason to have the lipstick or sugarcoat. Then you have the real trust. And when you have the trust, you'll work through issues, issues come up, you have a working relationship. Like that's the thing I struggle with.

Trust is key and buyer led process will help with that trust. It helps you understand your synergies, it helps you understand maybe the historical operating path of that business. It just aids to me, it aids confidence and deal certainty. And you heard me say earlier, I have more confidence in a buyer led process at loi stage into closing a deal than I would on a sell side process. And again, it's because there's just more trust that's been able to be built.

When we talk about putting offer together, there's that component of financial risk. I don't know if you come across like debt covenants or overleveraging in a competitive, high pressured environment. Those happen. All because it's just what I'm looking at right now where I'm like private credit, expensive.

One thing people don't think about is when you put together a synergies plan and there's debt raised against that synergies plan, if that falls apart. You've put your home entity where I work, I've put them at risk. And that's something that I think about because we don't want to damage the business in the light of just doing a transaction for transaction's sake. The true operating characteristics that I talk about, what do we reasonably believe we can achieve? Is the goal that I always strive to. Along the way people have said to me, matt, what's the number that I need to get to? I answer back, there is no target you're trying to get to because we're not trying to solve for the valuation or the roi. We're trying to get to what we really think we can achieve with this integration. So I often do a lot of the work with synergies, with colleagues effectively blind. And by that I mean they don't really understand what the impact of what they're putting on paper is, because I don't want them to know. And then we'll determine whether or not we can actually do the deal after that. They need to have, like, an open.

Honest approach, the right way to do it.

Yeah, a lot of people just want to do the deal. Yeah.

That's why we reverse engineer it. This is what's going to get the right debt ratio. So it's going to get approved.

I might be a unicorn then in the industry. I don't do that. It can do a lot of damage. There's no reason to do a deal just for doing a deal. Anyone can put that stuff on paper. And here's the big part about it. You lose trust. I would lose trust. I would lose faith with my stakeholders if I just overestimated everything and forced them into stuff they don't believe in, because then they have to own that plan and they have to own the revenue. So if you look back at all those salespeople who have to then drive those synergies and if it's impossible to hit, I've now impacted their ability to feed their family, to take home commissions, take home bonuses. That's something I really think about. If we can't affect the cost synergies the right way and we end up hurting our own profile and then our own performance drops, I've now impacted my colleagues.

That's the right thing to do. You do good deals, don't do bad deals. Yeah, it's hard not to do bad deals. I'm going to tell you. Therapy Confession here on this podcast from the early days, I'd do these interviews and be like, yeah, deal fever, like, blah, blah, blah. But, man, just like early stages of trying to build an M and A program. It's like falling prey to all this stuff that I used to joke at.

And had deals happen. I had one, we had some fraud, and it was years after we did diligence that it was uncovered. And it really hurt. And it hurt me because I take so much pride in trying to get to the heart of everything and say, hey, we did our best to diligence this one and we missed it.

Could you have done different to, like, catch it?

I would have done more on the tech deep dive, really spent more time on the tech also.

It Wasn't a financial. It was actual tech. That was.

Yeah, it was actual tech. Yeah. The problem with the technology and I don't know if anyone would have caught it, indulgence or not, you kind of question those things sometimes when you have a deal that goes sideways and it makes you reconsider how you approach everything. But I probably would have just been more stringent on some stuff.

That's true.

It's okay to be tough.

You learn through experience. Like, you're not going to do this what you did before. Again, no.

Sometimes as an acquirer, you're doing diligence. But sometimes you have this fear of being too tough that goes back to that whole being a good home. So if I'm really a stickler indulgence, am I hurting our view? But we have a fiduciary responsibility to properly assess a business and we've got to ask tough questions sometimes. And sometimes that fear of being known as a bad home or being too tough or being too difficult or halting a deal, everyone's looking at the deadline. We're going to close the deal at the end of the month and you're the guy that's got to stand up there and say, hey, maybe we shouldn't. That could be a tough place to be.

Sometimes it's not a thing to strike the right balance on. Because even now, like I've really pared down my initial diligence list just to keep it friendly. I'm not asking you for a hundred things. I got 10 things. I'm asking you for just to start us building a model and starting to talk through what a deal would look like. And that obviously expands to more things. But that's part of it is kind of realizing like NDA, let's keep negotiation simple. Let's keep this a good experience. But you got the flip side of you can't be too naive on this stuff. I guess there's no such thing as overly cautious. You should dig in and look at these things.

Yep. Going back to trust, going back to that buyer versus seller led. Going back to programmatic M and A. Standardizing those processes. The buyer LED process allows you to standardize. It allows you to get the big rocks uncovered. It allows you to maybe slow down to uncover the things you might miss in a seller led process. Going back to that debt covenants and those problems that can pop up. Getting those things right, getting all your assumptions down. The buyer led process allows you to put all the pieces up in advance that you know are going to matter for your company. And make sure you hit those check marks in a softer timeline because the banker is going to force you into that date. They're going to force you. Hey, you said on your offer you'd close it by this date. You get a little more of a relaxed process. And it's not by much, to be honest with you. I think diligence periods have dropped so much. One time I had a banker tell me I should diligence the company in four weeks, which is a near impossibility. I don't even know if we can do financial Q of E in that period of time, to be honest with you. I don't want to run it long because everyone knows time kills deals. But you can probably get yourself an extra half a month, extra couple weeks in a buyer led process, which usually is more than enough just to calm down a little bit and give yourself that breathing room to get it right.

To catch everything other than the negotiations. Just when things pop up, I feel like you build that working relationship, which is hard. If you are running a bank process. You don't get that. It's a little bit of a dictated process.

It's a dictated process. Yeah.

That is fun to be in. But if it's truly worth it, then sure, you could win the auction. They say never a winner. When you win an auction, it's because you've overpaid. Exactly.

Yeah.

You know when you say break your debt covenants, what usually triggers that? Just, hey, you drew too much debt on the company.

Usually it's a combination of your ratios are off. So you don't have like your EBITDA to debt to EBITDA ratios off or your stuff like that. Your cash flow is off compared to what you said you'd have.

Then you get in trouble.

And you get in trouble. Yeah.

Bank comes after you.

Yeah, it could.

Then you got to work through them. And no one wants to be in.

The zone of restructuring.

Gets bad. CFO wants to talk to you in his office.

Exactly. You said you would do this. Didn't happen. What happened?

That's the toughest job. I thought being a CEO is the toughest job. I think. See, being the CFO is like really the toughest job.

It's because you're on the hook for future projection performance. That was. It's tough.

The literal buck stops there. Like literal. You're just CEO, like cfo, what are you doing?

I know it's hard. It is a hard spot to be. And Cortev is the same place we own that financial model with them. And the underwrite of the transaction.

Do you guys report up to CEO, cfo, CEO, CEO? Yep. Okay. I've seen a lot where a lot of feedback companies goes up to the cfo.

I've seen both. Depends on how you view the function and where strategy sits. I'm definitely more that corp dev is part of the strategy function and is helping to align the future position in the business.

Is it a separate strategy group or are they combined?

It's separate. Where I am now, strategy sits more in corporate development and alongside product. We kind of work together and collaborate. So product and corp dev work together to set that. It depends on each company structure. If the corp dev function is really more executional and really is just focused on not even dill origination but just transacting, it's going to probably sit in the CFO department because it's more of a finance function. If it's more origination and corporate like actual positioning and competitive intelligence in those kind of dynamics, you're going to sit more on the CEO side.

That's always fun, interesting. It's always different where strategy, corporate dev and integration sits. Let's talk about integration. Like this is the magic of deals being more successful. I've seen the industry sort of wake up and be more attuned to it. Even for us building technology, we've even are building so much more around things that attribute to early integration planning and creating continuity between diligence, integration. What have you seen work?

Well, integration starts in diligence and you have to carry the same team members who are in diligence in integration. One of the areas where things fall apart is if you have separate integration intelligence teams and there's this quote unquote handoff of learnings. It doesn't work as well. Everything that you find in diligence becomes that which you action in integration. In order for that to work, you have to have the same people involved in the process. That's why I went and pre picked all the people because you want those leaders involved throughout the entirety. Now you might have a varying degree of supporting staff in integration who actually has to go affect all the different tasks and that's fine. You can have a lot more people involved in integration than indulgence.

So same team members and then you really want to have them continuing taking all this information they pick up in diligence and turning into action and integration. What does that team look like?

It's a function lead for every function in the company alongside subject matter experts depending on what you're acquiring.

Okay, so I'll pick a function lead and maybe I can give an opportunity, pick up a Sidekick if they need it. And they say, okay, you're going to be doing diligence, but you're also going to be building the integration plan.

That's right.

Do you have like a central integration office or anything?

No, that's me and then the corp dev department here at Quickbase we have a operations manager, Brittany. She's wonderful and she helps organize a lot of that stuff.

Technically there's no like formal handoff from this integration function to the business. It's like just picked up by the business from the beginning. This isn't interesting. I feel like this is like an emerging new school of thought.

It might be. It's always what I've done.

It's like the pendulum goes over. You didn't have an imo. You get to the point, you're running like concurrent deals. So you're like, oh, we need to have an integration function. You set up this integration function and then you're kind of see the pros and cons of it. There is like pragmatic of how you integrate companies that could have the significant value, but then there's this handoff that you handed off to Simo. They hand it off to the business.

Right.

Which creates points of friction where here you're describing having the pragmatic approach, but it's directly owned by the business from the very beginning and it just continue. There is no handoff between handoff, if.

Only because sometimes what will happen is the integration team will have a different view on what matters and they all have their own experiences related to you didn't know this or you should have asked for this and you didn't get it. In diligence, you end up with the diligence team focused potentially on the wrong things and integration focused on their things. And those two things don't connect. If you have two different groups, they either need to be really well coached and aligned and have everything organized in a way to make sure there is no opportunity cost to having the separation and that knowledge transfer. Why set yourself up for that risk? Have everyone on the same team. And usually what I've done, if we do need to do two deals at one time, you have your a list of senior people who work on the bigger deals. And then if you have a smaller transaction that you're doing at the same time, what a great opportunity to uplevel those people and help them manifest and become leaders and be part of that deal. And it's usually smaller so there's less risk. The corp dev team is there and they can check in with their direct report and their senior report if they need to, but then they can run the whole that small deal themselves. Then they learn. Now you've got two groups of people who can do it instead of one.

I like this. I was going to ask you how do you manage this with concurrent deals? Because that's where things really get crazy. But I like that you're leveling up folks and giving them an opportunity to do what they're made of.

Basically you manage it through standardization and coaching. You get everybody on the same systems and the same processes. It's that 80, 20 rule. You get everyone on the same stuff and then the 20% of variability is just that deal specific minutiae. The continuity would be the corporate development team making sure that we handle all of the 20% of stuff that goes awry and everything else is roughly standardized.

So integration comprises of tons of decisions to make and you want to keep a strong base of getting decisions and executing them. Do you supplement like steering committee anything of this stuff just to make sure you have a strong cadence of making those decisions?

Yeah, we meet weekly.

Who meets weekly?

It's the leads, the functional leads. Meets weekly leads. All the functional leads in one room all at the same time. So you have cross functional, average, a.

Third, like a setup steering committee. It's just, hey, we're there at that point. Do we just create this? Like big companies just create layers to create layers. Is that the.

Maybe there's definitely junior people. But if you trust the function leads to manage their specific function, they're the ones capable of making those micro decisions. And you just have to have trust that the head of tax and the head of HR and the head of product knows what they need that the company has. If a company's organized the right way, they all know what they need to do.

That's the thing. If you can get that 80% like pragmatic and it's in a system that folks can follow, then trust the system.

Then trust the system. Yeah, you trust the box to play in and then the 20% that unknown, you're always going to have that. And then that's what you talk about. You can focus on fixing those things and all the other stuff just they all know how to do it.

Okay, so let's loop back to the culture piece. Because when I talk to integration folks and you ask them like why integration goes wrong, they're always like bad culture mismatch. Those deal people screwed this one up. They just didn't think about the culture and blah, blah, blah.

Exactly.

They blame you. Yep.

I'm always wrong. That's the problem with Cortev. I'm always wrong. Evaluation is never right. The process isn't right.

I'm really fascinated by the culture piece because it constantly comes up in this podcast. Even though I didn't ask to make this a culture podcast, it just happens that way. But I've been so intrigued by the schools of thought of, hey, bad culture fit. Walk away from the deal. Hey, bad culture fit. It doesn't matter. You're going to make unique culture anyways. Just do the deal. Makes financial sense. Do the deal. And then there's this. I've seen this new school where it's, we have a very unique, empowering culture and a part of our strategy is going to be to get their culture to conform to our culture.

Yeah, I don't think that works.

I'm going to send you some podcasts.

I would love to hear it. I love that this has turned into a culture conversation because I have a strong opinion around it. I do believe that you need to have the constitution to keep your culture. But I also don't believe that culture is binary. Culture exists in, again, in a square where people bounce around known frameworks. Some frameworks are very constrained and very tight and they don't have a lot of autonomy. And some cultures are very wide. Where you fit as a person, cultures, alignment between you and your preferences and ways of doing and the company's ways of doing, that's really what it comes down to. That's why I believe it is identifiable through process. And you can ask all the questions around how people work to kind of figure out if your way of working is the way that they work and if those things are aligned generally, then you're going to be okay.

I'm going to get you a couple of podcasts. There's one I did with LCI Industry and then the other. Barry Wehmiller. Multi Billion large corporations love to get your take. And it's kind of like the extreme right. You sort of have this, we're going to acquire this company and just not even do anything with them. Or, hey, we're going to really look for culture fix the way we're going to plan to integrate them. Or we're just going to make new cultures come together. Numbers make sense versus culture is our strategy. We're going to change this company's culture strategically to be like ours.

I'm probably more on the end of if it's not going to be a fit and it's identifiable, we don't do the deal. Example of this, I would tell you, is we had a meeting a couple months ago where we were looking at the company and the incoming CEO needed to be the leader of this function. He needed to be the person who was going to take control of it and run it. He was an eccentric, which is great. He was actually a great person, wonderful. But he was a little bit of a bouncing ball and he didn't quite fit the culture and he didn't quite mesh with someone who we needed for that function. And it wasn't that he was a bad employee or a bad person. He was extremely successful, extremely intelligent, but he wasn't going to fit. And we decided, hey, you know what, we're going to go a different direction. And we were okay with that because we would rather have. Even though the technology was great and it could have been additive to our company, the culture wouldn't have allowed those synergies to manifest. It just wouldn't have let that M and A Deal work.

You can see that friction. And the other variable too is like the industries, I feel like they're very different. In tech especially, it's just, you're right. There's expectation of what you're actually going to change versus what you're going to live with.

Culture change is again, to me the ability to say, hey, we're going to go in and change that culture of that acquired entity. That is over rationalizing. That's very hard to do anything you.

Do, particularly to set up this sort of win win. I liked how you referenced that. It's just as much change for your organization. You know, is there things that you sort of help with readiness or just anything in specific to make some great outcomes besides using deal Room?

It's advanced training. I do everything in advance. I know a lot of people say, well, every deal is different. We can't do anything until we know about this specific deal. And I don't believe in that at all. I believe that deals are roughly 80% the same and that you can standardize most of that and you can set up your box of preference. One time I was talking about negotiating and they talked about mins and maxes and they said if you change your min, then that isn't really min. Your min obviously was. Isn't that you have a new min. You have to have the constitution to stick to what your principles are and know how to fix them and believe in them. And that becomes what you train people around that standardization and then everyone is on the same page and aligned and they know what to expect. And that fear goes away because a lot of people and companies don't have as much M and A experience. They're coming in and they've maybe haven't been a part of it. There's a lot of fear of the unknown. If you over communicate and you standardize and you give them context and teaching, then they get more comfortable with the process because they know what to expect when it actually happens. And that's to me is the biggest key about doing this successfully across a couple different PE back port codes is that advanced training, do as much as you can upfront knowing that it's gonna probably change. But if you don't know what the barrier is, the foundation is or success or good looks like, how are you ever gonna know what due diligence, how are you ever gonna know what a problem is? You're never gonna know. So we as corp dev people, we have to set the table for what good looks like, what the process looks like. And then when we do make changes, we explain why that happened.

So here's a process, here's how we're gonna report out findings. Here's kind of expectation for you to approach DIL surfacing those findings. This is how we're going to get together and discuss and address those things.

And you're just laying out the whole entire thing, but you're giving that process a little bit of flexibility. You're not saying this is binary, you're not saying that we're not going to change. We're just saying this is what good looks like to us. And then we will augment it based on what we know. But that augmentation then becomes known and communicated and understood as opposed to being seen as ad hoc. If you never had a standard process in the first place, what's the hardest.

Part of M and A?

The hardest part of M and A is getting everyone to agree. You heard me joke, I'm always wrong. There's so many opinions and there's so many preferences and there's so many stakeholders that if you do it right, a lot of people sometimes say I can buy something for the company with a couple people. But I don't believe in that. I believe you have to have the collective buy in of the right people. That is also harder because you've got to get instead of four or five people to agree, I've got to get maybe 15, 20 people to think that's a good idea.

That's a whole conversation for us to have, because there is that, hey, are you just the CEO decides to do the deal, or do you actually get the right stakeholders and committee to have a consensus, which is technically the right way to do it, but much harder. Just like you said, it's harder. And you see the range that it can.

Like, here's the thing. When you get those 15, 20, whatever, people the right stakeholders in, and you've got a company that's the right company, it's easy, it works. Synergies just fall out. And it's not even hard. It becomes so much faster when you have that right company. And then everyone says, well, Matt, there's no right company. There's no perfect. I'm not talking about binary for the box of good. That box of good has got its wiggle room, but everyone knows and is aligned and agrees. And then when something falls inside the box, it just goes, it's easy.

Like, the golden rule for doing M and A is have stakeholder alignment.

Yeah, 100% got it. Because you have one dissenting person, just like, I'm gonna go back to my sports background. You got one bad egg in a clubhouse, can infect the entire clubhouse. You got one dissenting stakeholder.

You just know who. They identify them early. What's the craziest thing you see in M and A?

You know, as much as I have stories about, from my sports days, about athletes doing dumb things or crazy things, I have more stories now about entrepreneurs and founders and CEOs and all kinds of stuff. It's probably what makes the job the most fun is the people you get to meet along the way. There's just endless amounts of conversation with great, smart people. How companies came to be, as a favorite topic of mine, of how this company came to be. So I've seen a lot of different things. The craziest thing I saw was a company years and years ago when I was a banker and the guy who started the company was from Belarus, obviously didn't like communism. And we figured out through some diligence that he had been adjusting some expense lines, using a management estimate of inventory value to reduce his taxes, which is obviously not good. And the answer he gave me was, I don't want to pay Mother Russia a dime more than I have to. And we all laughed because he didn't live in Russia anymore. But at the same time, he was so impacted by that upbringing that he had effectively adjusted his taxes to not have to pay because of that experience. And it was interesting to see him do that. We couldn't sell the company unfortunately because of that I had to do a lot of work to right size the business, but it was one of the more entertaining things I've seen along the way.

Crazy stuff like that happens all the time.

Happens all the time.

Matt, thank you so much for taking the time. You helped me understand a lot about just this process, getting the right people involved, really what buyer led means in contrast to a banker. Thanks for helping me become better M and a scientist.

Yeah, fun conversation. Thanks for having me. Really appreciate it.

If you've listened this far. Family my fellow M and a science brother sister. I'd love to hear from you. Reach out to me on LinkedIn. I always welcome the feedback from these podcasts, topic ideas and criticism. I do actually get some criticism now that I've been asking for it on this. It's always helpful to sign off here. Actually it is. Sometimes I get a little defensive, but after you soak it in. Honestly, it's helped shape even our lineup. Some of the approaches I do and things I should and shouldn't ask. So I'll take it. Sometimes I'll deflect on it, but most of the time I welcome the criticism. Till next time. Here's to the deal.

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