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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[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.

____________________

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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[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

____________________

[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

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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[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

Jim Buckley, VP M&A Integration at Coursera | Todd Manley, VP of Corp Dev Integration at Intel | Carey Pugh is Sr. Director, M&A Corporate Integration at Ansys | Mahesh Ganesan, Sr. Director, M&A Integration at UKG

Four integration leaders from Intel, Coursera, Ansys, and UKG debate what integration technology actually delivers versus what creates expensive overhead and where the real value leaks are. Todd Manley, Jim Buckley, Carey Pugh, and Mahesh Ganesan bring decades of deal experience to a conversation with no presentations and no curated answers.

What You'll Learn

• Why the diligence-to-integration handoff keeps failing and what actually fixes it
• How to evaluate integration technology without getting sold on complexity
• Where AI is genuinely useful in integration today and where it is not
• How to right-size your integration effort across multiple simultaneous deals
• Why knowledge loss is the biggest value leak in M&A and what to do about it
• How to handle post-close direction shifts when the acquired team changes course
• Why post-mortems matter and why most integration teams never run them

If you're running integration without a clear line between your workstreams and the original deal thesis, DealPilot has structured integration planning frameworks built on how practitioners at Intel, Microsoft, and UKG actually run it, so you stop rebuilding from scratch every deal.

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This episode is sponsored by DealRoom

Get Insights from 100+ M&A Practitioners

See where M&A execution is evolving and where the competitive advantages are forming. Compare your approach to what's working for other teams.

Download the report: https://hubs.ly/Q03ZxRvD0

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[04:16] Introductions: Todd Manley, Jim Buckley, Carey Pugh, Mahesh Ganesan

[07:20] Integration philosophy: look back-to-forward, value drivers, keep it simple

[09:16] Culture as the foundation and what "walking the walk" actually means

[14:50] What separates teams that execute from teams that don't

[17:30] The diligence handoff problem: what gets lost and why

[23:56] Where integration technology helps and where it gets in the way

[24:39] AI in integration: real use cases vs. early innings

[31:02] The single source of truth problem

[32:38] Non-tech tools: simplicity as a method (5 slides, 5 bullets, 5 words)

[34:23] Audience Q&A: right-sizing diligence across 25 simultaneous deals

[40:22] Audience Q&A: managing post-close autonomy flips in integration

[43:03] Audience Q&A: sudden integration direction changes from leadership

[45:59] Biggest value leaks in M&A integration

[48:11] The case for pre-mortems and post-mortems

Tomer Stavitsky is SVP and Chief Corporate Development Officer at Omnicell (NASDAQ: OMCL)

Corp dev teams treat M&A and partnerships as separate tracks, but Tomer Stavitsky looks at them holistically. In this episode, he breaks down the partner-first approach: an acquisition framework for situations where the target isn't ready, the PE owner isn't selling, or your integration capacity isn't there. He walks us through structuring the partnership, keeping the acquisition thesis alive through execution, negotiating and defending a right of first refusal, and managing the three-way stakeholder dynamic without signaling the wrong things at the wrong time.

What You'll Learn

• When partner-first is the right call and when it isn't
• How to keep the acquisition thesis alive through the partnership execution phase
• Managing the three-way dynamic between target leadership, the PE owner, and your own organization
• How to negotiate a right of first refusal and what happens when it gets tested
• Why teams pull the trigger too early and how to protect the process from internal pressure
• Applying partner-first to AI-era targets without getting caught in the hype cycle

If you're working through a partner-first deal, the M&A Science membership has frameworks and tools built for exactly this kind of situation. Learn more at mascience.com/membership.

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This episode is sponsored by DealRoom

DealRoom's Buyer-Led M&A™ Summit is Back!

Join me at the summit on May 20, a free virtual event hosted by DealRoom covering AI, pipeline, diligence, and integration across the deal lifecycle. Sessions run 11:30 AM to 1:30 PM ET. Register here.

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[00:00] Introduction: Tomer Stavitsky's Background and the End-to-End Corp Dev View

[08:04] Building or Rebuilding a Corp Dev Function

[16:01] What Is the Partner-First Approach and When Does It Apply

[21:10] Mapping the Market and Deciding Who Stays on the Watch List

[24:13] Managing Multiple Targets Without Over-Committing

[27:48] Using Exclusivity as a Strategic and Protective Tool

[35:00] Managing the Three-Party Dynamic: Target Leadership, PE Owner, and Your Own Org

[37:58] The Real Story: How a Partnership Became an Acquisition (Including the Competitive ROFR Moment)

[42:41] The Most Common Mistake in Converting a Partnership to an Acquisition

[44:32] Applying Partner-First to AI-Era Targets

[49:21] What's the Craziest Thing You've Seen in M&A?

Chandradev Mehta, SVP Strategy and Business Development at Hexion Inc.

Chandradev Mehta, SVP Strategy and Business Development at Hexion Inc., breaks down how a commodity chemical company uses M&A to transform into a technology-enabled, chemistry-as-a-service business. He covers the acquisition of an AI and MarTech company, the build vs. buy vs. partner decision framework, integration planning discipline, banker selection, small deal execution, and JV governance.

What You'll Learn

• How to build a genuine build vs. buy vs. partner framework and when each is right
• Why buying a commercialized or near-commercialized business changes your risk profile in ways that building from scratch can't (and never will)
• How Chandradev structures must-believes to maintain valuation discipline in competitive processes
• Why integration planning needs to start at IOI, not post-close
• What separates a banker worth your time from one running a numbers game
• Why small deals are frequently harder to execute than large ones (and how to protect against organizational deprioritization)
• How to negotiate JV governance before you need to unwind it

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If you're building an M&A capability from scratch or trying to get your team aligned on deal fundamentals, the M&A Fundamentals Track on DealPilot covers the full deal life cycle in roughly five hours, including vocabulary, process, and both sides of the table. Access it when you become an M&A Science member.

____________________

This episode is sponsored by DealRoom

DealRoom's Buyer-Led M&A™ Summit is Back!
Join me at the summit on May 20, a free virtual event hosted by DealRoom covering AI, pipeline, diligence, and integration across the deal lifecycle. Sessions run 11:30 AM to 1:30 PM ET.

Register here: https://hubs.ly/Q0496h-s0

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[00:00] Introduction

[04:41] From Investment Banking to the Principal Side

[10:24] Using M&A to Transform Hexion

[11:01] Build vs. Buy vs. Partner Framework

[16:42] What Chemistry as a Service Actually Means

[23:43] Sourcing Deals: Push and Pull Model

[26:24] What Makes a Banker Actually Useful

[29:12] Valuation Discipline and Must-Believes

[36:21] Environmental Risk in Chemical Deals

[36:46] Why Small Deals Are Harder Than They Look

[41:21] Joint Ventures: Negotiate the Divorce First

[43:25] Execution Principles and Stakeholder Alignment

[47:08] Getting Deals Actionable