M&A Science

Matt Arsenault, VP of Corporate Development & Strategic Alliances at Jamf
Venture-backed companies are priced at their future state, not their current revenue. When growth stalls and another fundraising round stops making sense, the gap between VC valuation and what a strategic buyer will pay becomes the hardest conversation in any deal process. Matt Arsenault, VP of Corporate Development & Strategic Alliances at Jamf, has run this play across hundreds of targets. His work starts before the deal does, with the founder relationship, the cap table, and a clear-eyed conversation about risk tolerance that most corp dev teams never have. 
What You'll Learn
Why a $25M offer today can beat a $125M VC exit three years out
How AI is shrinking the moat of wrapper-product startups and changing target screening
The seven stakeholder groups in any acquisition and why most founders miss them
How liquidation preferences and cap table structure change the math behind any offer
Why VC relationships matter as much as founder relationships before a deal starts
How to structure deals for underwater targets without losing the team
What entrepreneurs should know about VC terms before taking their first check
If you're working a deal where the founder's VC valuation is the first thing they said and the last thing they'll let go of, DealPilot, powered by M&A Science, gives you the guidance to close the gap without overpaying.
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This episode of M&A Science is presented by DealRoom.
DealRoom just launched the only MCP server built for Buyer-Led M&A™ — so your AI and your deal data finally work together. Connect Claude, ChatGPT, or Copilot directly to DealRoom and let your AI read your pipeline, analyze due diligence documents, and automatically write findings back. 
See for yourself: dealroom.net/mcp
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Episode Chapters
[00:01:14] Introduction and Kison's overview
[00:03:32] Matt Arsenault's background and path into M&A
[00:05:17] How VCs actually value companies: the two major components
[00:06:52] Where VC and strategic buyer valuations diverge, and why
[00:09:29] The current market for VC-backed acquisition targets
[00:10:39] Rule of 40, profitable growth, and what AI is changing
[00:25:01] The liquidation preference math: $25M today vs. $125M later
[00:31:38] Cap table dynamics, voting power, and co-founder alignment
[00:33:10] How to have the valuation conversation with a founder
[00:35:35] How to structure deals when a company is underwater
[00:36:45] Stakeholder management: severance, retention, and employee equity
[00:44:03] Structural tools for bridging valuation gaps
[00:49:21] What entrepreneurs should know before taking their first VC check
[00:51:03] Due diligence war stories: what a code scan revealed

Nathan Rust, Lutz Lehmann, Troy Pospisil, Jeremy Segal, Patrick Mumman, Tej Brahmbhatt, George Helock, and Angie Astle
Eight deal professionals share the M&A moments that never make the CIM. A birthday cake in a management presentation that confirmed a culture fit and influenced a bid. A buyer who died before close, forcing a nine-month restart from scratch. Eight years of customer revenue data on a 1980s IBM that management claimed did not exist. A target quietly heading toward Chapter 11 while diligence was underway. Unexpected events mid-deal are not exceptions. They are the deal. How you read them is what separates experienced practitioners from everyone else.
What You'll Learn:
How cultural signals in a management presentation can influence a bid decision
What to do when a buyer dies before close and the sell process has to restart
How to find data that management says does not exist
Why late-stage valuation surprises from founders are a signal you could have caught earlier
How to take a bankrupt target through Chapter 11 and still close the deal
Why experienced advisors document every surprise the moment a deal closes
If you're running deals and want pattern recognition built from thousands of real M&A situations to back your judgment, DealPilot, powered by M&A Science, gives you the deal guidance and advisor access to know which surprises you push through and which ones mean walk away.
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This episode of M&A Science is presented by DealRoom.
DealRoom just automated Pipeline Management with AI so you can spend less time updating deals, and more time working them.  Automatically push deal context from Outlook to DealRoom Pipeline and use AI to keep deal target data and tasks updated, so follow-ups never slip through the cracks. No manual logging. No stale pipeline data.
See for yourself: https://hubs.ly/Q045fXp50
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Episode Chapters
[00:00] Intro
[04:11] Birthday cake in the management presentation
[07:10] Recruiting bankers from the sell side
[09:04] Culture fit as a bid decision factor
[10:03] When the buyer dies before close
[11:46] Nine-month restart from scratch
[17:04] Management says the data does not exist
[18:39] Finding Susie and the 1980s IBM
[22:25] IP ownership surprise at signing
[24:43] Bootstrap founders and commitment signals
[27:43] When bankers favor PE over strategics
[30:40] 78-year-old seller, a fistfight, and an earn-out
[32:25] The 12-year sales cycle
[35:23] Teaching a CEO to speak like an investor
[43:14] Aviation IPO pulled mid-road show
[45:52] Background check kills the deal a week before close
[50:03] Forever corporation: how Chugach approaches M&A
[54:47] HVAC target heads toward bankruptcy mid-diligence
[55:59] Becoming the secured creditor to save the deal

Brent Baxter, Sam Delestienne, Steve Hoffman, John Strenger, and Matt Melsen
Winning a banker-run auction at 5% under the highest bid. Closing a deal when co-sellers have not spoken in months. Getting through 22 countries of employment complexity with a client who refused to work with EOR providers. Acquiring a Netherlands-based public company and discovering the due diligence documents were in Dutch. These are the problems that no playbook prepares you for. Four corp dev professionals share how they handled them, and what it cost when they got it wrong.
What You'll Learn
 How to win a competitive auction when you're not the highest bidder
What seller conflict at the closing table looks like (and how to get a deal back on track)
When an employer of record works in a cross-border carve-out and when it creates permanent establishment risk
Why management trust in the buyer can outweigh the highest bid number
What a first European acquisition actually costs in compliance, legal, and cultural surprises
If you're running deals where the numbers are right but the relationship isn't, or you're in a market you haven't operated in before, DealPilot, powered by M&A Science, connects you with advisors who have closed deals in exactly that situation.
____________________
This episode of M&A Science is presented by DealRoom.
DealRoom just launched the only MCP server built for Buyer-Led M&A™ — so your AI and your deal data finally work together. Connect Claude, ChatGPT, or Copilot directly to DealRoom and let your AI read your pipeline, analyze due diligence documents, and automatically write findings back. 
See for yourself: dealroom.net/mcp
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Episode Chapters
[00:00] Intro
[03:12] Partners who came to blows over valuation
[03:37] The closing table walkout
[05:47] Every deal craters on Friday
[07:54] Why managing emotions is the hardest job after LOI
[13:30] A door blows off an Alaska Airlines jet mid-process
[16:00] Winning at $15M under the highest bid
[18:23] Trust and reputation as deal currency
[23:09] The "baby ugly" lesson
[25:06] Preempting banker processes
[32:14] What EOR is and when it works
[33:52] Permanent establishment risk with C-level hires
[34:48] CBA compliance across 22 countries
[40:38] First European cross-border acquisition
[42:38] Dutch documents and data residency surprises
[46:20] Why in-person matters more in Europe
[50:38] The $100M tax exposure that was not real
[55:57] Outro

Jörgen Wigh, CEO of Lagercrantz Group
Lagercrantz Group has completed 90+ acquisitions over 20 years and never sold one. CEO Jörgen Wigh runs 85 niche B2B companies under a 22-person headquarters with no integration, no exits, and no value realization targets.
This is Part 2 of 2. Part 1 covers the deal model, while Part 2 is the operating culture. Jörgen gets into how 85 autonomous companies are governed without a matrix structure, why this model exists almost exclusively in the Nordics, what makes a founder walk away from a signed deal twice, why Lagercrantz deliberately targets a 10% failure rate, and what he would do differently starting from scratch today.
What You'll Learn
How Lagercrantz governs 85 autonomous companies with 22 people at headquarters
Why the person who sources the deal always stays on the board post-close
Why the Nordic compounder model exists here and almost nowhere else
What makes a founder walk away from a signed deal twice
What a 10% deal failure rate looks like when it's working as intended
Why building this from scratch today takes at least a decade
How cross-border deals get done when the legal contracts run 30 pages instead of 300
If you want to know how your team stacks up against the discipline Jörgen described across both episodes, take the M&A Competency Assessment.
____________________
This episode of M&A Science is presented by DealRoom.
DealRoom just launched the only MCP server built for Buyer-Led M&A™ — so your AI and your deal data finally work together. Connect Claude, ChatGPT, or Copilot directly to DealRoom and let your AI read your pipeline, analyze due diligence documents, and automatically write findings back. 
See for yourself: dealroom.net/mcp
____________________
Episode Chapters
[01:14] Introduction and Part 1 recap
[03:54] Deal governance: go/no-go process and board sign-off
[04:31] No handoffs: why the deal sourcer stays on the board post-close
[04:59] HQ structure: 22 people distributed across geographies
[07:05] Why so many compounder platforms come from the Nordics
[07:23] The cultural reasons: flat hierarchy, financial transparency, equality
[09:19] Nordic management style versus US hierarchy
[13:53] Cross-border deal friction: SPA length and legal complexity
[24:43] Programmatic serial acquirer versus roll-up
[25:18] The 100-day plan question: when Lagercrantz uses one and when it doesn't
[25:59] The Bergman & Beving spinout ecosystem: six listed companies
[26:45] Jörgen's role at Bergman & Beving and how conflicts are managed
[29:57] Geographic expansion: Germany, Netherlands, DACH, Northern Italy
[31:30] Starting from scratch today: why programmatic takes 10 years
[33:01] EPS as the true long-term performance driver, not stock price
[33:52] The perpetual ownership model and why it attracts certain sellers
[34:17] The founder who backed out twice, patience won the deal
[35:36] Failure rate: targeting 10%, what drives deals off course

Jörgen Wigh, CEO of Lagercrantz Group
Jörgen Wigh has been CEO of Lagercrantz Group (STO: LAGR-B) for over 20 years. In that time he completed 90+ acquisitions, built a portfolio of 85 niche B2B companies, and delivered 15 consecutive years of record earnings per share. No capital raises. No forced integration. No exits. The Nordic compounder model has quietly outperformed global markets for decades, and Lagercrantz is one of the longest-running, most disciplined examples of it in operation. In Part 1 of 2, Jörgen walks through the deal model behind that track record. 
 What You'll Learn
How Lagercrantz finds companies that are not for sale, and why the first call almost never closes a deal
How Jörgen pushes for exclusivity in weeks when most sellers are running a banker-led process
The earnout structure Jörgen uses to keep founders motivated for three years after signing
What he says when PE shows up at 11x and the seller is tempted to take the bigger check
Why founders walk away from more money for legacy preservation, and the conversation that earns it
How to close 8 to 12 deals a year without breaking pricing discipline
If you are holding pricing discipline against private equity and want to know whether your team would do the same, DealPilot, powered by M&A Science, runs the M&A Competency Assessment so you can benchmark deal judgment before the next term sheet.
____________________
This episode of M&A Science is presented by DealRoom.
DealRoom just automated Pipeline Management with AI so you can spend less time updating deals, and more time working them.  Automatically push deal context from Outlook to DealRoom Pipeline and use AI to keep deal target data and tasks updated, so follow-ups never slip through the cracks. No manual logging. No stale pipeline data.
See for yourself at dealroom.net/pipelineai

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Episode Chapters
[00:00] Introduction
[05:48] Jörgen's path: analyst, McKinsey, and the Bergman & Beving spinout
[07:00] Coming back as CEO in 2006 and rebuilding from scratch
[09:21] Buy and hold, forever: how the model actually works
[11:21] What makes a company worth buying (and what kills it)
[12:28] A real deal: helicopter deck safety systems
[13:52] Who sells to Lagercrantz, and why
[15:44] The only two things Lagercrantz adds: energy and structure
[20:17] Finding companies that are not for sale
[22:36] When the banker shows up: getting exclusivity early
[23:55] Holding the line at 4-8x EBITDA when PE bids 11x
[25:09] The legacy preservation pitch that wins without matching price
[33:38] Earnouts that keep founders motivated for three years
[36:17] Running 85 companies with 22 people at HQ
[36:46] The only three functions Lagercrantz centralizes
[37:57] The annual MD conference and the peer network behind it
[40:13] 8 to 12 deals a year, one a month