Merge with Caution

?? Share your experiences and help shape the future of technology in the M&A process: take our survey! We would love to hear your views on the role of technology in your investment / M&A processes. While investment teams are attributing increasing value to companies creating or harnessing cutting-edge technologies, investment teams are themselves typically less forward-thinking in terms of the technology they look to use to execute their mandates. ?? We’re running a short survey to uncover how M&A teams are using (or not using) technology - and we’d love to hear from you (link to the survey in the comments below). ??Your input will add to our global insights and help us advance conversations around industry-wide innovation. We look forward to hearing from you. #MergersAndAcquisitions #M&ATech #DealExecution #PrivateEquity #DigitalTransformation #MergewithCaution

???We are excited to share the debut episode in our "Quarterback the Quarter" series, brought to you by the Merge with Caution Podcast. In this episode, Rob Cant (SingleSource Technologies) is joined by Luke S. (Marsh) and Samuel Whiteman (Mosaic Insurance) to dissect Q3 2024 M&A trends. The discussion offers unique insights from market leaders in M&A insurance brokerage, M&A underwriting and M&A technology to explore market highlights, deal trends and emerging patterns in M&A and deal risk management. ? Key takeaways: 1. Large deals are back! $1B+ transactions are surging, especially in the US. 2. Regional variations persist: US rebounds strongly while other markets show mixed recovery. 3. Cautious optimism for Q4, despite geopolitical uncertainties. 4. M&A insurance costs are down, but for how long? More coverage at lower premiums raises sustainability questions. ? 5. There is an explosion in due diligence data, creating both opportunities and challenges for dealmaking. Check out this clip for a taste, then tune in to the full episode for an in-depth analysis of the current M&A landscape. Listen to the full episode now. Links in the comments below! ? #mergersandacquisitions #manda #statsexplosion #riskmanagement

??? Latest?Merge with Caution podcast episode: How to execute programmatic M&A and DD in the SMB space In our latest Merge with Caution podcast, host Rob Cant (CEO and Co-founder at SingleSource Technologies) sits down with Al Zucker (Co-founder at Brook Mill and Senior Legal Consultant at Ignition Law) a seasoned M&A professional who executed over 40 deals in just 36 months! Al shares invaluable insights on programmatic M&A. Here are the key takeaways: 1. Programmatic M&A requires a different mindset compared to traditional episodic M&A. It focuses on efficiency, speed, and higher risk tolerance, especially when dealing with smaller businesses. 2. Systematizing the M&A process is crucial for success in high-volume deal-making. This includes streamlining legal documentation, working with familiar advisors, and constantly refining processes through post-deal analysis. 3. Due diligence is a cost of doing business in programmatic M&A. Skipping it can lead to costly mistakes, while thorough due diligence helps identify potential issues and informs better decision-making. 4. Consistency is key in programmatic M&A. Maintaining a consistent team, process, and feedback loop allows for continuous improvement and institutionalization of knowledge, leading to more effective deal execution over time. Al's quote sums it up: "Consistency is key. It's consistency of team, consistency of process, and consistency of feedback. If you make sure that you have the same people doing the same thing that is then improved upon every time through a comprehensive post-mortem, you just get really good at it." Whether you're a seasoned M&A professional or just starting out, this episode is packed with practical advice to elevate your deal-making game. If you would like to connect with Al, you can DM him on LinkedIn or email him at [email protected] ?? Listen now: YouTube:?https://lnkd.in/dRcpuQ5Q Apple Podcasts:?https://lnkd.in/dz-dFVcC Spotify:?https://lnkd.in/dkrZwrDm

Our team loves a good work-related podcast, so we thought we would share a list of the top M&A and PE-related podcasts currently on our playlists: ·??????Private Equity Deals – by Capital Allocators The Capital Allocators podcast takes listeners behind the scenes of the private markets, with host Ted Seides diving deep into deals and chatting with top institutional investors. The show provides an insider's look at the firms and forces shaping the alternative investing landscape. ·??????Dealcast: The M&A Podcast – by Mergermarket and SS&C Intralinks Dealcast, The M&A Podcast Weekly, is brought to you by the editorial team at Mergermarket and SS&C Intralinks. Covering the latest news and trends, this podcast delivers an insider's perspective on the dealmaking world straight from industry experts. ·??????M&A Talk (Mergers & Acquisitions) – by Morgan & Westfield M&A Talk delivers a myriad of insights, featuring conversations with heavy-hitters across the worlds of private equity, business valuation, law, finance, and more. The show taps into the expertise of industry luminaries to offer an inside look at the dynamic M&A landscape. ·??????Behind the Deal – by Thoma Bravo The Thoma Bravo "Behind the Deal" podcast offers a rare, insider's view into the mind of one of the software industry's most prolific investors. Hosted by Thoma Bravo's own Orlando Bravo, dubbed "Wall Street's best dealmaker" by Forbes, the show goes behind the scenes of the firm's massive software acquisitions. ·??????Private Equity Fast Pitch The "Private Equity Fast Pitch" podcast from Northstar offers a direct line to the movers and shakers of the private equity world. Hosted by Lockton's Jeff Henningsen, the show features candid conversations with PE and investment banking leaders, who share insights into their firms, recent deals, target industries, and advice for aspiring professionals. ·??????M&A Science– hosted by Kison Patel M&A Science is an educational podcast that takes you deep into the intricate world of mergers and acquisitions. Hosted by Kiston industry leaders and practitioners, the show offers an insider's perspective on the complex dynamics of dealmaking. Sponsored by DealRoom, a leading diligence management and virtual data room platform. ·??????Goldman Sachs Exchanges "Goldman Sachs Exchanges" features insights from the firm's experts on the latest developments shaping industries, markets, and the global economy. In each episode, you'll get an inside perspective on the forces driving change across the business landscape. ·??????And, of course, our very own Merge with Caution?Podcast – hosted by Rob Cant of SingleSource Technologies. Rob and his guests?dive into the evolving world of deal-making, including deep technical insights related to due diligence and M&A technology. We would love to hear your thoughts on our list. Are there any we should add? #mergersandacquisitions #manda #mergewithcaution

We are delighted to share the latest episode of the Merge with Caution Podcast, hosted by Rob Cant (Co-Founder and CEO of SingleSource Technologies). On this episode, Rob welcomes insurance industry veteran, Simon Dodsworth (Head of Specialties, Senior Vice President at Lockton) to get to the heart of the “how?”, the “why?” and the value of undertaking insurance due diligence on M&A deals. Key takeaways include: - The change of control / ownership of a target company will usually have an impact on the insurance profile of that business. Both in terms of the availability (and terms of) cover and its cost, particularly if a target is being disentangled from a corporate group with a mature / sophisticated insurance program that the target will no longer benefit from. - Any such changes can result in a material change to: 1. the cost of insuring the target business; 2. the extent to which coverage will be available; and/or 3. the steps to be taken (and associated costs to be incurred) to maintain the required level of insurance. - The typical cost of an insurance program to a mature business represents a material proportion of a company’s operating expenses. As a result, changes to the cost of procuring insurance will usually result in a significant impact on the enterprise value of the company. - These business critical implications are only likely to be picked-up by undertaking due diligence by expert insurance advisors. While legal due diligence can sometimes cover the review of policy documents,?it?will not cover the commercial implications of the deal on the terms of the prospective cover. - The cost of undertaking insurance due diligence by an insurance broker can be surprisingly low relative to its value (often subsidised by the other business lines provided by the broker). - Insurance diligence can serve as a proxy for evaluating the target company’s management’s approach to risk and operations, uncovering additional useful data points to assess a target’s risk profile. Thank you Simon for joining us and for sharing your knowledge and experience! If you would like to connect with Simon, you can DM?him?on LinkedIn or email?him?at [email protected] Listen to the full episode NOW on: Youtube: https://lnkd.in/d-HbXQM2 Spotify: https://shorturl.at/P8R8B Apple Podcasts: https://shorturl.at/znvLD Did you enjoy the latest episode??Let?us know in the comments below!

The latest episode of the Merge with Caution podcast tackles the critical,?but often overlooked,?topic of cyber diligence in M&A deals. Host Rob Cant,?CEO & Co-Founder of SingleSource Technologies,?sits down with cyber security experts Annie Haggar (Founder & Principal of Cyber GC) and Remy Coll (Director & Principal Consultant at Redacted Information Security) to unpack the essentials. This?episode of Merge with Caution tackles cyber diligence in M&A deals.?Rob, Annie and Remy discuss how to efficiently assess these risks at the right time and provide a clear overview of the cyber diligence process itself. The episode emphasizes why this is crucial for all M&A deals,?regardless of size,?and explores how cybercriminals can exploit acquisition rumours.?They also debunk common myths surrounding cyber risk in M&A and share real-life examples of deals negatively impacted by ignoring cyber risks. A big thanks to Annie Haggar and Remy Coll for joining us and sharing their expertise in cyber diligence! Listen to the full episode NOW on: ??Youtube: https://lnkd.in/d7wHAVv4 ??Spotify: https://shorturl.at/lq4SK ??Apple Podcasts: https://shorturl.at/ktUp0 Let us know your thoughts!?Share your takeaways from the episode in the comments below.??

Who doesn’t love a huge M&A due diligence report? DD reports that are hundreds of pages long are perfect. At least for propping doors open and increasing muscle load. If (when) printed, they also make the most satisfying thud when they hit the desk. It is hardly a secret that few DD reports are read in their entirety by deal teams. Like those leaflets you find in pill boxes (written in tiny font and in many languages), there seems to be a growing suspicion that, increasingly, DD reports may not actually be designed to be read cover-to-cover. One US partner of a global PE firm told me that, within her firm, there was a consensus that less is more, at least for certain risk-focused workstreams (tax, legal, technical and ESG were the examples given). By extension, there was no longer any real comfort derived from receiving “a great big phonebook of a DD report”. Investors are increasingly looking to streamline processes for reporting on DD risks. The usual concerns that GPs have with shorter reports relate to external stakeholders: will their co-investors and deal insurers be comfortable with them? Understandably, they are most wary of the insurers who are often perceived to be the most risk averse. Speaking to underwriters, the feedback was unanimous: they neither need nor, in many instances, want long-form reports. Unsurprisingly, what matters most is substance rather than form. -?????????The primary focus is on the DD scope. -?????????Then the quality of the DD exercise itself. -?????????A long-form report isn't needed to demonstrate either of these. It is common to see insured deals with “red flag” reports (at least outside of financial DD). Particularly in the US mid-market, “DD memos” are becoming more common, usually for legal diligence. These tend to be materially shorter than even red flag reports. DD reports prepared by internal corporate teams are usually shorter and, of course, do not come with the logo of an external advisor. Underwriters used to approach these reports with scepticism. Now, given how focused internal reports usually are on what really matters to the business – provided they meet certain minimum requirements (e.g., they are not merely an agenda for internal discussion) - insurers often place greater value on them. This is another example of substance trumping form. The theme is similar with sophisticated co-investors. One senior director said “we need to feel confident that the guys driving the bus have done a thorough job of assessing all the key risks, but that doesn’t usually correlate to receiving huge DD reports”. In summary then, and to bastardize a Mark Twain quote, is the reason we still see so many long-form reports because we don’t allow enough time to write short ones? How much longer do you think we will continue to hear that comforting thud of a huge DD report landing on the desks of investors? #duediligence #privateequity #mergersandacquisitions

Herding cats on M&A deals One of the recurring challenges that teams raise is: how to efficiently align multiple decision-makers and arm them with the data to inform their decisions. As one partner put it “it can sometimes feel like trying to herd cats”. One area where this is particularly relevant is when managing risks that have been flagged by advisors during the DD process. Those risks - and the associated data - need to be shared with decision-makers sitting outside the deal team. The most obvious example would be to Investment Committee members, but it may also apply to the various “Heads of” e.g., legal, risk, tax, ESG, etc. During a DD process: - Deal teams and advisors have to plough through mountains of data. - They often struggle to summarize and disseminate information to multiple internal stakeholders and do so efficiently and faithfully. For those managers that require deals to be approved by internal experts before going to IC, this can be an even bigger challenge. Chasing down critical risk data shouldn’t resemble herding cats. An unstructured process can (obviously) be very dangerous. Crucial risks could easily slip through the cracks.?There are countless examples of this happening in practice. So, I delved into discussions with deal teams about their 'cat-herding' process. What unfolds when critical risks are first brought to their attention through ad hoc emails, interim reports, and update calls? The steps followed are usually: - forwarding relevant advisor emails to the wider team; - creating condensed presentations or compiling lists in Excel based on advisor risk reports; - summarizing sections of IC memos to gather insights from internal sector or operational experts; and - scheduling internal calls or meetings to discuss and manage key risks. Most teams recognize that these methods are as analogue and inefficient as they sound. Most of the deal teams I discussed this with also recognized the need for a streamlined approach. If you have insights on how communication flows between deal teams and key decision-makers in your organization, We're all ears. What do you think? We’d love to hear your views. #duediligence #mergersandacquisitions #privateequity

Episode 2 of the Merge with Caution Podcast is out now! In this episode of the Merge with Caution Podcast, Matt Van Itallie, Founder and CEO of Sema, joins Rob Cant, Co-Founder and CEO of SingleSource Technologies, to talk about how and why some of the most sophisticated investors undertake source code due diligence, including in relation to GenAI code, in the context of their M&A deals. Thank you to Matt Van Itallie for taking time out to uncover the ins and outs of technical due diligence for our listeners. It’s been an honour having you on the Merge with Caution podcast. Ready to listen in? Follow the link below to the full episode: https://lnkd.in/da5FUYMp Or listen on: Apple Podcasts - https://t.ly/Jmx6G Spotify - https://t.ly/omCvY We’d love to hear your thoughts on the discussion, reach out to either Matt Van Itallie or Rob Cant directly or drop us a comment below.

Earlier this year the Merge with Caution podcast was launched, hosted by Rob Cant, CEO, and Co-Founder of SingleSource Technologies. In this inaugural episode, Rob dives deep into the world of transactional risk insurance with David Wall and Alexander Harding from HWF Partners, a specialist transactional risk insurance brokerage. Together, they dissect the intricacies of W&I insurance and shed light on the findings of HWF's recent W&I Market Claims Study. Thank you to HWF Partners, David Wall, and Alexander Harding for your invaluable insights and contributions to this groundbreaking discussion and for being our very first guests on the Merge with Caution podcast. Ready to listen in? Follow the link below to the full episode: https://lnkd.in/dxsCePMU Or listen on: Apple Podcasts - ln.run/oYIEz Spotify - ln.run/RKhqc And don't forget to explore the full W&I Market Claims Study for a comprehensive understanding of the evolving landscape of transactional risk insurance: https://lnkd.in/eDRnNw-T