This Is M&A Podcast

Most sellers think the Letter of Intent is a formality. Bill Sorenson says it is where leverage starts to move, and most founders never see it coming.
In this episode of This Is M&A, Bill Sorenson, CEO and Principal of Heritage Capital Group, breaks down why the LOI is the single most important document in any M&A deal, what happens to your leverage the moment you sign, and which terms beyond purchase price must be locked in before you hand over exclusivity.
Bill has spent nearly 30 years in middle market investment banking and strategic consulting, leading hundreds of M&A transactions with deal sizes typically ranging from $20 million to $150 million in enterprise value. He is the principal of Heritage Capital Group and sister firm Business Valuation, Inc., and brings a process-improvement lens shaped by time at Deloitte and Fortune 50 consulting to every engagement.
In this episode, you will learn:✔️  Why the LOI, not the purchase agreement, is the most consequential document in the entire deal✔️  How exclusivity works and exactly what leverage you surrender the moment you sign✔️  Which provisions beyond purchase price must be negotiated at the LOI stage: earnouts, rollover equity, seller notes, rep and warranty insurance, escrow, and real estate✔️  Why buyers push hard to get you under LOI fast and how to recognize that pressure for what it is✔️  How a competitive process produced offers ranging from 3x to 9x on the same business
Learn more about Bill Sorenson and Heritage Capital Group: Website: https://heritagecapitalgroup.com https://businessvaluationinc.com/LinkedIn: https://linkedin.com/in/bill-sorenson-71a6585/
Connect with your host, Steven Monterroso: LinkedIn: https://linkedin.com/in/determined2succeed/
Follow This Is M&A Podcast on LinkedIn: https://linkedin.com/company/this-is-m-a/
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Listen now on Apple Podcasts, iHeartRadio and Spotify.
#thisismapodcast #mna #letterofintent #exitplanning #middlemarket #sellside #duediligence #privateequity #founders #mergersandacquisitions
Chapters00:00 — Meet Bill Sorenson: Banker, Musician, Knife-Fight Survivor 02:42 — LOI 101: The Deal's Most Critical Doc 04:43 — Exclusivity: Where Your Leverage Disappears 07:48 — Roadmap or Rules of Engagement? 14:16 — Why Buyers Rush You to Sign Fast 20:34 — Terms That Matter More Than Price 27:43 — "Non-Binding" Is a Dangerous Myth 32:25 — Post-LOI: Diligence, Disclosures, Don't Lose Focus 41:17 — Rapid Fire: M&A Myths Busted 44:52 — From Defense Contracting to Middle Market Deals

Most companies think finding the right deal is the hard part. It isn't.
In this episode of This Is M&A, Gwen Pope, Co-founder and CEO of Tiger Team M&A, breaks down why the best acquirers stop treating M&A as a one-off event and start building it as a repeatable operating system, what integration-led diligence actually looks like in practice, and how lean teams can now compete with enterprise serial acquirers using purpose-built AI.
Gwen is a veteran M&A strategist with 20+ years and nearly 100 transactions ranging from $10 million to $10 billion. She has built and led M&A organizations across product, tech, go-to-market, and corporate strategy at Google, Microsoft, eBay, and elsewhere. She is co-owner of multiple patents and co-founder of Tiger Team M&A, whose M&AOP platform embeds patented decisioning methodology to help serial acquirers drive deal ROI more efficiently and predictably.
In this episode, you will learn:✅  Why 75% of M&A headcount has been cut at large serial acquirers while deal volume is up 40% year over year and what that math means for execution risk✅  What separates a true serial acquirer from a company that just does deals✅  Why buyer-led M&A starts with strategy and corporate roadmap, not targets✅  What integration-led diligence finds that traditional checklists never will✅  How a spike in support tickets once exposed an entire deal thesis as broken✅  Why the value gap between programmatic and non-programmatic acquirers is not just large, it is widening
Learn more about Gwen Pope and Tiger Team M&A: Email: gwenp@tigerteammna.comWebsite: https://tigerteammna.com LinkedIn (Personal): https://linkedin.com/in/gwenpope LinkedIn (Company): https://linkedin.com/company/tiger-team-mna Substack: https://substack.com/@tigerteammna 
Connect with your host, Steven Monterroso: LinkedIn: https://linkedin.com/in/determined2succeed/
Follow This Is M&A Podcast on LinkedIn: https://linkedin.com/company/this-is-m-a/
Want to become our next guest? Sign up or subscribe: https://sharevault.com/this-is-ma/
Listen now on Apple Podcasts, iHeartRadio and Spotify.
#thisismapodcast #mna #serialacquirer #corporatedevelopment #integrationplanning #mnaoperatingmodel #privateequity #dealmaking #aiinma
Chapter Markers00:00 — Meet Gwen Pope: 100 Deals, Five Tech Giants 04:50 — The Brutal Math Lean M&A Teams Face 12:10 — One Deal vs. a Deal Machine 19:53 — What Reactive M&A Actually Looks Like 27:17 — Building the M&A Nervous System 33:42 — Why Your Diligence Checklist Is Lying to You 40:12 — The Support Ticket That Blew Up a Deal 45:38 — The Modern M&A Operating System Explained 54:42 — Can Lean Teams Outcompete the Giants? 59:55 — Gwen's Career Arc: How It All Clicked

Most founders think their financials are bulletproof. When quality of earnings review begins, quality of earnings review begins.
In this episode of This Is M&A, Mary Grace Doggett, Transaction Advisory Services Manager at GHJ, breaks down what a QoE actually tells you, what it does not, how smart sellers use it to protect valuation, and the red flags that quietly reprice or kill deals before close.
Mary Grace provides financial due diligence support for buy- and sell-side transactions ranging from $10 million to $1 billion at GHJ, a national independent advisory, tax, and accounting firm. She specializes in the food and beverage sector and works with privately held businesses, private equity firms, and institutional investors across the lower to middle market.
In this episode, you will learn:✅  Why a QoE is not an audit and what that distinction actually means for valuation✅  How smart sellers diligence themselves first and why transparency upfront is almost always cheaper than negotiating under pressure✅  The red flags that kill or reprice deals: revenue quality issues, unsupported add-backs, working capital surprises, and lack of financial infrastructure✅  Why deals don't break but unravel, and what causes the fastest unraveling✅  When to run a sell-side QoE and why 3 to 6 months before going to market is the right window
Learn more about Mary Grace Doggett and GHJ: Website: https://ghjadvisors.com LinkedIn: https://linkedin.com/in/marygracedoggett/ Email: mdoggett@ghjadvisors.com
Connect with your host, Steven Monterroso: LinkedIn: https://linkedin.com/in/determined2succeed/
Follow This Is M&A Podcast on LinkedIn: https://linkedin.com/company/this-is-m-a/
Want to become our next guest? Sign up or subscribe: https://sharevault.com/this-is-ma/
Listen now on Apple Podcasts, iHeartRadio and Spotify.
Chapter markers:00:00 — What Quality of Earnings Actually Tells You 03:25 — EBITDA Normalization Explained 08:36 — QoE vs. Audit: What Is the Difference 10:01 — When Does a Deal Need a QoE 12:23 — Revenue Quality Red Flags That Kill Deals 15:15 — EBITDA Add-Back Battles 17:04 — How Deals Unravel 18:22 — How Smart Sellers Prepare and Protect Valuation 21:54 — Working Capital Surprises 24:41 — Related Party Transactions 25:58 — The Red Flags That Kill vs. Reprice 28:05 — Timing: When to Run a Sell-Side QoE 31:22 — Mary Grace's M&A Family Legacy
#thisismapodcast #mna #qualityofearnings #financialduediligence #exitplanning #privateequity #foodandbeverage #lowermiddlemarket #ebitda #mergers #qoe

Most medtech deals that stall were already in trouble before the process started.
In this episode of This Is M&A, Gregg Blake, Managing Director in Healthcare Investment Banking at CapM Advisors, breaks down what separates deals that close from deals that die: how to build for a premium exit 2 to 3 years out, what hidden risks quietly kill momentum, and how to run a sell-side process that actually extracts maximum value at the finish line.
Gregg Blake is a Managing Director at CapM Advisors, based in New York. He has been advising clients worldwide in healthcare, life science, and medical technology for over 20 years. He founded Brocair, a dedicated healthcare corporate finance advisor, in 2004 and ran it for over a decade before merging it with Bryan Garnier, where he co-led the healthcare practice. CapM Advisors has completed M&A transactions totaling over $51 billion.
In this episode, you will learn:⚡️ What the best companies do 2 to 3 years before exit to position for a premium outcome⚡️ Why customer concentration and CEO dependency quietly destroy deal value before a buyer ever shows up⚡️ How to control the diligence narrative before a buyer controls it for you⚡️ Why running your own QofE before going to market is non-negotiable⚡️ How competitive tension in a sell-side process added 25% to one deal's value in 36 hours⚡️ When scientific risk kills life science deals versus when commercial risk is the real threat
Learn more about Gregg Blake and CapM Advisors: Website: https://cap-m.com LinkedIn: https://linkedin.com/in/greggblake/
Connect with your host, Steven Monterroso: LinkedIn: https://linkedin.com/in/determined2succeed/
Follow This Is M&A Podcast on LinkedIn: https://linkedin.com/company/this-is-m-a/
Want to become our next guest? Sign up: https://sharevault.com/this-is-ma/
Listen now on Apple Podcasts, iHeartRadio and Spotify.
Chapter Markers00:00 — Meet Gregg Blake, M&A Insider 02:36 — Build the Exit Before It Exists 06:22 — Who You Take Money From Matters 11:03 — Capital Structure Can Kill Your Exit 14:05 — Why Deals Stall (And How to Stop It) 18:33 — Science Risk vs. Commercial Risk 21:30 — Management Red Flags Buyers Notice 23:44 — Creating Competitive Tension to Win 33:40 — Long-Term Relationships Drive Deals 39:45 — How to Reach Gregg Blake
#thisismapodcast #mna #medtech #lifesciences #healthcareinvestmentbanking #exitplanning #founders #duediligence #middlemarket #dealstructure

Most PE investors never look at the engineering organization. That blind spot is costing them.
Dave Mangot, author of DevOps Patterns for Private Equity and founder and CEO at Mangoteque, joins This Is M&A to explain how DORA metrics translate into investor outcomes, why technical debt quietly destroys EBITDA, and what breaks in the first 100 days post-close. A DevOps veteran, he has successfully led digital, SRE, and DevOps transformations at Salesforce, SolarWinds, and Cable and Wireless.
In this episode, you will learn:⚡️ What DORA metrics actually signal about business health — and what to listen for when your CTO presents them⚡️ How technical debt inflates COGS and destroys EBITDA before it shows up on a financial statement⚡️ Why AI amplifies existing engineering problems instead of fixing them⚡️ Why not integrating engineering teams post-acquisition is the costliest PE mistake⚡️ What engineering alpha means and how multi-tenant SaaS architecture drives EBITDA margin
Learn more about Dave Mangot and Mangoteque: Website: https://mangoteque.com Blog: https://blog.mangoteque.com Podcast: https://engineeringalpha.fm LinkedIn: https://linkedin.com/in/dmangot/ Email: dave@mangoteque.com
Connect with your host, Steven Monterroso: LinkedIn: https://linkedin.com/in/determined2succeed/
Follow This Is M&A Podcast on LinkedIn: https://linkedin.com/company/this-is-m-a/
Want to become our next guest? Sign up or subscribe: https://sharevault.com/this-is-ma/
Listen now on Apple Podcasts, iHeartRadio and Spotify.
TIMESTAMPS
00:00 — Meet Dave Mangot of Mangoteque 01:21 — Engineering's Hidden Role in PE Value 05:21 — Technical Debt Is Killing Your Margins 09:28 — Moneyball: More At-Bats, More Growth 15:52 — DORA Metrics Decoded for Investors 22:11 — Speed vs. Quality? Both. Here's Why 29:26 — When the CTO's Vision Stalls Out 35:36 — Acquisitions That Freeze Product Delivery 41:50 — Engineering Alpha: The EBITDA Multiplier 48:10 — How to Reach Dave and Final Takeaways
#thisismapodcast #mna #privateequity #devops #technicaldebt #softwarevaluation #exitplanning #engineeringalpha

Most privately held business owners believe growing revenue automatically makes their company more valuable. Buyers disagree. And that gap is exactly where deals get discounted.
In this episode of This Is M&A, Mike de Windt, Managing Director of Strategic Advisory at Carleton McKenna & Company, breaks down what actually drives shareholder value in founder-led and family-owned businesses, the hidden levers sophisticated buyers price into every deal, and why applying private equity discipline before you ever think about selling is the highest-leverage move any owner can make.
Mike brings over 30 years of experience across private equity, operating leadership, and strategic advisory. He was the founder and CEO of Gates Group Capital Partners, a Cleveland-based PE firm with over $300 million in capital under management and more than $850 million in aggregate enterprise value across realized investments. He also founded Grand River Industries and served on the corporate development team at NACCO Industries. Today at Carleton McKenna, he works directly with founder-led and family businesses to close the gap between where they are and what buyers will actually pay a premium for.
In this episode, you will learn:
⚡️ Why revenue growth without margin expansion and cash flow conversion can actually reduce your valuation in the eyes of buyers⚡️ The three-legged stool of value creation: strategy, scalable business model, and repeatable, predictable economics⚡️ What the hidden levers really are: quality of earnings, pricing discipline, management incentive alignment, and reducing key person dependence⚡️ Why the annual operating plan is a core management tool, not a box to check for your lender⚡️ How to build a business that gives you real optionality: sell, recap, or keep growing on your terms
Learn more about Mike de Windt and Carleton McKenna & Company: Website: https://www.carletonmckenna.com LinkedIn: https://www.linkedin.com/in/mikedewindt/ Email: emd@carletonmckenna.com
Connect with your host, Steven Monterroso: LinkedIn: https://linkedin.com/in/determined2succeed/
Follow This Is M&A Podcast on LinkedIn: https://linkedin.com/company/this-is-m-a/
Want to become our next guest? Sign up or subscribe: https://sharevault.com/this-is-ma/
Listen now on Apple Podcasts, iHeartRadio and Spotify.
Timestamps00:00 — Intro: Meet Mike de Windt 03:01 — Growth Isn't Value: Here's Why 06:10 — How Mike Sizes Up a New Client 13:47 — Getting Your House in Order First 22:16 — The Three-Legged Stool of Value Creation 30:25 — Hidden Levers Buyers Actually Pay For 41:48 — Why Most Companies Skip the AOP 50:00 — Running the Business Like You'll Sell It 57:58 — Founders vs. Professional Management 01:05:08 — Mike's Path and How to Reach Him
#thisismapodcast #mna #privateequity #exitplanning #lowermiddlemarket #shareholdervalue #ebitda #founderstories #mnadvisory #operationalexcellence

Most companies are failing at AI. 
Not because the technology is broken, but because the organization is not ready for it.
In this episode of This Is M&A, Lisa Davis, Founder and CEO of Davis Core Advisory, breaks down why 95% of enterprises show no ROI on AI adoption, what leaders are getting wrong about digital transformation, and how executives can build the kind of organization that is actually ready for what comes next.
Lisa is a CIO Hall of Fame inductee with over 30 years of leadership across defense, government, healthcare, and technology. She served as EVP and CIO of Blue Shield of California, where she led digital transformation for a $24 billion nonprofit health plan. Prior to that she managed an $8 billion P&L as VP and GM at Intel, and held CIO roles at Georgetown University, the U.S. Marshals Service, and the Department of Defense. She currently serves on the boards of Movius and 3Strands Global Foundation and is an Executive in Residence at Progress Partners.
In this episode, you will learn:⚡️  Why 95% of enterprises see zero ROI on AI and the three root causes behind the number⚡️  What CEOs and CIOs consistently get wrong when leading digital transformation⚡️  How to define and build a portfolio career before you need one⚡️  The five-year rule for landing a board seat and why 80% of board seats come from your network⚡️  What modern boards are still missing and why CIOs belong at the table
🔗 Learn more about Lisa Davis and Davis Core Advisory: Website: https://daviscoreadvisory.com LinkedIn: www.linkedin.com/in/lisa-davis-cio/
🔗 Connect with your host, Steven Monterroso: LinkedIn: https://linkedin.com/in/determined2succeed/
Follow This Is M&A Podcast on LinkedIn: https://linkedin.com/company/this-is-m-a/
Want to become our next guest? Sign up or subscribe: https://sharevault.com/this-is-ma/
Listen now on Apple Podcasts, iHeartRadio and Spotify.
#thisismapodcast #mna #digitaltransformation #artificialintelligence #leadership #boardroom #cio #womeninstem

Most founders treat selling their business like selling milk at the grocery store.
Pete Moore has spent 20 years watching that mindset cost founders millions.
In this episode of This Is M&A, Pete Moore, Founder and Managing Partner of Integrity Square, breaks down what it actually takes to build a business worth buying: the playbook, the team, the fourth quarter, and the one line every founder needs to hear before they hire an advisor.
Pete has driven M&A in the wellness and active lifestyle space for over two decades. He founded Integrity Square, a boutique advisory and seed investment firm focused on the HALO sector, which stands for Health, Active Lifestyle and Outdoors. He previously closed over $1.5B in deals at Sagent Advisors, co-founded Iron Planet which sold to Ritchie Bros. for $758M, hosts the HALO Talks podcast, runs the HALO Academy, and wrote Time to Win Again: 52 Takeaways from Team Sports to Ensure Your Business Success.
In this episode, you will learn:✔️  Why every business is really just solving a frustration someone will pay for✔️  How the right playbook and the right team create value buyers pay a premium for✔️  Why sharing real financials with your team builds the alignment that survives a sale process✔️  What the 4th quarter of a deal actually looks like and how to keep your best people through close✔️  Why silence is the death knell of relationships during a transaction
Learn more about Pete Moore and Integrity Square: Website: https://integritysq.com/ LinkedIn: https://linkedin.com/in/peteymo/ Email: pete@integritysq.com
Connect with your host, Steven Monterroso: LinkedIn: https://linkedin.com/in/determined2succeed/ 
Follow This Is M&A Podcast on LinkedIn: https://linkedin.com/company/this-is-m-a/ 
Want to become our next guest? Sign up or subscribe: https://sharevault.com/this-is-ma/
Listen now on Apple Podcasts, iHeartRadio, Spotify, and all major podcast platforms.
Chapter Markers00:00 — "I'm Not Your F***ing Vendor" 01:01 — Meet Pete Moore, HALO deal maker 05:40 — Every business solves a frustration 10:06 — Building the winning playbook 14:47 — Draft right, crockpot your managers 25:30 — The client is never the idiot 29:44 — You're entering a rollercoaster with no seatbelt 34:25 — Fourth quarter: close the deal or lose everything 40:38 — The mentors who built Pete Moore 43:35 — Where to find Pete
#thisismapodcast #mna #exitplanning #founders #halosector #wellness #privateequity #middlemarket

Most earnouts are never earned. Most founders do not know why until it is too late.
In this episode of This Is M&A, Salim Dada, Managing Director and CEO of Concord Ventures, breaks down the three deal structure decisions that determine whether a founder walks away with what they expected: cash versus equity, earnouts and seller financing, and leveraged buyouts in today's credit environment.
Salim has closed more than 100 business sales across technology, aerospace and defense, manufacturing, logistics, pharmaceuticals, infrastructure, and retail. He has been doing this since 2001, focuses on transactions between $20M and $100M in enterprise value, and is based in Seattle where aerospace and defense M&A keeps him very busy.
In this episode, you will learn:⚡️ When to take cash and when rolling equity actually makes you more money⚡️ Why earnouts based on revenue protect sellers and earnouts based on profit almost never do⚡️ How to structure seller financing so it does not go south⚡️ What platform versus add-on means and why it changes your negotiating position⚡️ Why private equity stopped going to banks and what that means for deal financing today⚡️ Why honest conflict early in a deal is almost always a better sign than polite agreement
Learn more about Salim Dada and Concord Ventures: Website: https://concordventuresinc.com/ LinkedIn: https://linkedin.com/in/salimdada/ Email: Salim.d@concordventuresinc.com
Connect with your host, Steven Monterroso: LinkedIn: https://linkedin.com/in/determined2succeed/ Follow This Is M&A Podcast on LinkedIn: https://linkedin.com/company/this-is-m-a/ 
Want to become our next guest? Sign up or subscribe: https://sharevault.com/this-is-ma/
Listen now on Apple Podcasts, iHeartRadio, Spotify, and all major podcast platforms.
#thisismapodcast #mna #exitplanning #founders #dealstructure #earnout #privateequity #middlemarket 
00:00 Intro02:33 Cash Vs. Stock: When To Take Chips Off The Table07:29 Case Study: Turning A Skeptical Seller Into A Believer18:03 The Golden Rule Of Earnouts (Revenue Vs. EBITDA)22:55 Seller Financing: How To Vetting Your Buyer's Pockets30:34 Platform Vs. Add-On: Know Your Position In The Portfolio

Most founders think selling their business is about getting the highest price.
It is not.
In this episode of This Is M&A, Richard Groberg, Managing Director at MidCap Advisors, breaks down what really happens when you sell your business: the terms that matter more than price, the private equity reality most founders are not prepared for, and the deal landmines that blow up transactions after the LOI is signed.
Richard brings more than 30 years of investment banking and operating experience. He has completed over $2.8 billion in transactions, including more than $400 million in fertility and physician practice management deals. He has served as CFO, COO, and CEO of high-growth companies and has been on both sides of the table as an operator and as an advisor. He joined MidCap Advisors, a boutique New York-based investment bank, after years of running his own advisory practice.
In this episode, you will learn:⚡️ Why the highest price is rarely the best deal and what terms actually determine your outcome⚡️ What the LOI process looks like from indication of interest to definitive agreements⚡️ What life really looks like the day after selling to a PE-backed buyer⚡️ How to negotiate autonomy and alignment before you sign⚡️ The deal landmines that show up post-LOI and how to avoid them⚡️ Why founders who try to run the process themselves almost always leave money on the table
Learn more about Richard and MidCap Advisors: Website: https://midcapadvisors.com/ LinkedIn: https://.linkedin.com/in/rsgadvisorsllc/Email: richard.groberg@midcapadvisors.com
Connect with your host, Steven Monterroso: LinkedIn: https://linkedin.com/in/determined2succeed/Follow This Is M&A Podcast on LinkedIn: https://linkedin.com/company/this-is-m-a/
Want to become our next guest? Sign up or subscribe: https://sharevault.com/this-is-ma/Listen now on Apple Podcasts, iHeartRadio, Spotify, and all major podcast platforms. #thisismapodcast #mna #exitplanning #privateequity #founders #healthcare #middlemarket #dealmaking
00:00 Intro 02:40 Why Selling Isn’t Just About Price 05:40 What First-Time Sellers Get Wrong 08:40 The Process: LOI to Close Explained 16:40 Private Equity, Friend or Foe? 22:38 Deal Landmines: How They Blow Up 34:08 Richard’s Journey from Journalism to M&A