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Hello, this is Richard Jacobs with the Finding Genius podcast. My guest today is Kisan Patel.
He's the founder and CEO of Dealroom and M&A Science. So we're going to talk about both of these platforms and M&A, meaning mergers and acquisitions, and Kisan's work with Dealroom. So welcome. Thanks for coming. Thanks for having me, Richard. Yeah. Tell me, what is Dealroom? What's the premise of the company? And what kind of work do you do in the M&A space? Dealroom is software for managing mergers and acquisitions.
I think what's unique about our product is when we think of software for M&A, a lot of times people think of data rooms and a lot of those products are really designed for selling business.
businesses. We built a platform designed for the buy side. So most of our customers are large strategic corporations, think of your Fortune 500 companies, and then also private equity-backed roll-ups, companies that are consolidating industries like specialized healthcare, wealth management, accounting, managed service providers, etc. And they use our platform to manage the entire lifecycle of M&A from the buy side. So doing all your sourcing activity, to due diligence,
integration, reporting, and now we've added more recently some features around contract analysis, leveraging AI. - Okay, so I don't know much about M&A, but yeah, how do you, so if you have a client that wants to do like a vertical integration in a healthcare space, how do you help them identify targets? Like what are some of the factors that go into that? - So usually they use our platform for more of the management execution. And there typically is a team
corporate development or some kind of in-house team that is executing M&A against a company strategy. So they have a broad company strategy and then from there they'll shape a specific M&A strategy. That way they have clarity on what kind of companies would fit that strategy that would align with the broader corporate strategy. And then they would identify those companies, uh,
And they could use third-party data sets. More often than not, you can just Google and find a lot of opportunities that way. Or sometimes you may recruit like a third party to help do the research or essentially be like a buy-side banker for you. And then you identify those targets and they'll manage sort of that workflow for
because a lot of times it's just you know knock on a door and all sense like yeah i want to sell send me an offer it's a lot of nurturing relationships richard it usually takes about one year to on average to nurture a relationship where they're like it becomes an executable deal and um once you go through the next steps you typically will have like an nda signed and you'll start sending an initial request of diligence information so that you can start putting an offer together
And that's where diligence will begin. You start putting a data room together to transmit that information back and forth, follow up with some clarification questions and build a working model so you can get a sense of how you would value the business. And if there's any internal approvals you need before you can put an offer, you go through that and then you would submit a letter of intent
to this target company, and maybe there's some negotiations, but at least agree on the general terms. And once you agree on those general terms, then you move through conformatory diligence, which really gets expansive and you get a lot more people involved, maybe some third parties to literally look at the accounting and operations and start planning how you're gonna integrate the company. And that moves you through that process to get to a purchase agreement, which then you sign.
execute, and then move into transitioning the company through the day one event. And that's when you move right into integration. And like all, it's all that we, we, we provide the technology to manage it all. So typically it's like very scattered in the old way of doing things, a bunch of spreadsheets and data rooms and internal drives and emails. So really giving like one central, it's like kind of like the sales team using Salesforce, you know, just being able to centralize it. Well, that started the, again, in the beginning is,
Is it always that a bigger company will buy a smaller one or sometimes you have a small one try to eat a bigger one? You know, like what are the factors that companies look for? Is it someone's a competitor, but they also do things you don't and you want to expand off your base? Or like what are the various targets and target reasons for a company to acquire others? The strategic drivers. Ken and Barry, you could go from buying a business to expand business
your market share or geography. So we've done that. We looked at deals that get us in the European market when we're more focused here in the US. We've looked at businesses where they may be more focused in a certain industry focus that we don't have. So we looked at one that had a strong healthcare focus
That could introduce us to some new customers. And then we also look at technologies that are adjacent. Like maybe they're not selling, they might sell a similar profile of a customer, but they're selling a different solution to them, which is like, wow, we could probably cross sell these
to products to both of our customer bases. You know, we look for those type of things as well. Sometimes we look at companies where maybe the product is really outdated, but the customers seem like a pretty good batch of customers. And there's so much commonalities with one of our technology products. We can
we could basically buy the business for the customers where you would migrate the customers to our product and then kill off their technology or sunset probably more friendly return views uh so there's like varying degrees of that strategy sometimes you may just buy a business because you need the engineering talent uh so you can do like an aqua hire you know those are just some examples of
where the strategic driver would push you to make an acquisition that really varies. You know, you could be a large company. I love looking at Amazon. Amazon does everything. They'll buy like standalone platforms like when they acquire tools. A lot of people don't know this, but Alexa was actually a string of three acquisitions that they put together to be able to create that technology and get out to market as a first-comer advantage.
Oh, wow. You know, Whole Foods, the way they sort of acquired that and integrated it and really expanded their food distribution. There's a lot of those things, which is pretty cool when you see those announcements as even reading through the press release and seeing how they explain or elaborate the strategy rationale for doing the deal. So how does your platform help with this initial stage to identify customers?
or, you know, is it more to organize them? Like, oh, you know, my industry is really big and there's like 35 different targets. You know, I got to keep tabs on all of them because, you know, take a while.
How does your platform help at this stage? Yeah, we're typically working with more mature corporate M&A teams that have something in place. Like they're already actively doing two or more acquisitions a year and they need the platform to really start centralizing information. But then it enables the collaboration, right? When you're buying a company, you typically end up with more people involved in the
an M&A deal than anybody else. More people than the bankers, the lawyers, the consultants, and the sellers. The sellers typically want to keep it very hush-hush. They don't want to disrupt a business. They don't want it impacting. They don't want any unnecessary press. There's a lot of sensitivity until they have this high level of assurance that the deal is going to go through. So usually the buyers end up, and we work with one, we have a large Fortune 500 manufacturer that any given deal they work on, there's 100 people involved with it. So for them to have...
a process standardized where everybody's familiar with the product that they use to manage M&A, the workflows, and it becomes consistent. They'll continuously improve it as they do more deals. Just get better. M&A becomes a real program for them. What happens with M&A? I mean, so I've worked in different industries where there's like this argument, you know, should you really research your prospects fully first?
and then only go to the ones that it looks likely that you could work with. When you cast a broader net, you don't do as much research. And the ones that say, yes, I'm willing to talk to you, then research them more. The others, M&A tend to work better. Now we're getting to the fun stuff. We're talking about buyer-led M&A, something I've...
I've done a lot of research around, and I've seen this pattern, very consistent. When you look at a company doing their first acquisition, they may be more responsive to it. They may have some investment banks that invite them to come bid on that opportunity, and then they go out and pursue it, or it comes through some kind of inbound means. But when you look at a buy-or-let approach, what you're doing is really defining an M&A strategy. You're looking at your broader corporate vision approach
Like, hey, where are we going to be 10 years from now? And what does that strategy look like for the broader company? How do we build this M&A strategy where we can leverage M&A as a tool to help us achieve those goals faster? That allows you to sort of really crystallize like what are those exact companies? What are the attributes of those companies that are going to fit really well with the
really well to be able to achieve that broader company vision. And the better you really refine that and distill it down, it's going to make it really clear which companies fit in that criteria and which ones don't. And if you can really do that, you'll be able to...
have that, that approach where you can identify companies and quickly rationalize it and see if there's that, that fit or not. And you want to be able to do that without wasting a lot of time. If you don't define it clearly, you end up looking at a lot of companies and finding out the hard way that they're not a fit. And the better you can do that early, uh,
and have a process to do that, it helps with the filter process. But more importantly, it helps with the communication with your broader company, where you can communicate that to the broader company of like, hey, this is what our M&A program looks like. These are the companies that would fit the right criteria.
I've seen companies incentivize their entire corporation to bring those deals and get a bonus just like you would for referring your friend into the organization. And it's been pretty lucrative. But the better you define it, the better people understand it, the better know what companies are going to fit well for the M&A program. And then also comes...
back around when you actually do make those acquisitions and are integrating the company, there is clarity into why the company did the deal. When you don't have that clarity, people get confused. You don't get that same level of alignment and execution on the actual value creation activity that happens after you purchase the company. So the more you crystallize the why of buying specific types of companies...
It's just all around better for you to identify them, quickly tell if they're a fit or not, and be able to have that story with your internal team and get buy-in as you move through the process.
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But what tells you if a company is a fit or not? What are some of the factors that a company would look like? Yeah, when you set up that criteria, it could be certain ways of the culture, like the way the company operates. You may operate in a very like bottoms up, collaborative environment.
culture, like a typical tech startup, and you may identify companies more traditional, top-down management. We've seen a company like that where it's a completely different management style, and you know that's going to be a big challenge to integrate it. So if that culture, especially if you're buying a very people-oriented business,
you're probably gonna emphasize more of that, like a consulting practice, right? Very people-oriented. You're gonna put big emphasis on making sure there's a strong culture fit. If you look at buying a technical capability and you really wanna make sure it fits into your tech stack, we're a big Python shop and we're primarily prioritized
products that are built around Python. Like we know how they work. We know how to integrate them into our tech stack. If we come across something at PHP or Java, that's going to be tough. You know, we might look at that and say, Hey, this isn't really going to be a fit. Like we, we know that we've already made that part of our criteria. So we're going to eliminate that and not waste our time, uh,
Those are some examples. It could be some financial metrics. You could have certain size of companies that you know you fit well. We're a pretty small company, so we're obviously not trying too hard to go per deal at risk and go after companies that are deals too big. There might be certain revenue target that you find well or profitability. Some of the companies, if you have a strong balance sheet, a lot of cash,
profitability may not be the biggest factor. But if you're a smaller company and profitability is something that's important because that's a big part of you staying EBITDA positive and achieving those metrics, you may focus more on those profitable companies or maybe the way you're financing it and planning to leverage credit. Again, you may be focused on those companies where you can show like a strong profitability. So those are just
A variety of different examples that could frame your criteria for deciding if companies are a fit or not. No one fit all answer. Very much, it depends. Yeah, how do you know that you can make an outsized impact on a company's bottom line? Is it, yeah, I guess, you know, people with defaults are like, oh, they just fire everybody and downsize, you know, and strip a company of, you know, if it's equity or assets or money. But I'm sure that's not normally the case. You know, if this is done right, what does that entail? Like, what do you look for?
in an opportunity, for instance. Synergies. The main thing is modeling out synergies when you're building your valuation model. And there's two types of synergies. There's cost synergies,
and revenue synergies. So if we're going to buy this company, I know we're more than likely going to consolidate the finance and HR departments. So if they have dedicated finance team, HR, those are roles that are likely going to get eliminated. And that's going to be cost synergies. Like we would eliminate those and reserve those costs. If we were going to do combining systems, looking at their tech stack, what that looks like, you know, those are other areas that we'd look and say, hey, what are pretty tangible things of being able to, you know,
combine the businesses for the cost synergies. Revenue synergies, I know a lot of people, they won't take bets on revenue synergies. They don't
add them into the model. But again, I think it really depends on your appetite and approach. You may have a deal where it really hinges on revenue synergies that you're going to buy this product. You have a very large distribution. You're anticipating increasing revenue based on your revenue distribution model. And that's a big part of your investment thesis. And then you may apply revenue synergies where you plan to
cross sell that product into your distribution channels and increase the revenues that way. And that becomes part of your model and how you're going to create value.
I don't know if you ever watched the show, uh, shark tank, but is that show like absurd or does it have any relevance on what may happen in like a real life M&A situation? Does it give a peek into what actually happens or is just TV entertainment BS? I mean, some of the fundamentals may apply when they start thinking through what a business potential is. I know a lot of the products on shark tech tend to be more consumer oriented. When we start looking at other types of like enterprise oriented businesses, you
you may have a different view when you start looking at larger businesses and different business models. So you tend to see a little bit of a template of these kind of B2C type of businesses on there. Some of the fundamentals do apply. There is a nature of entertainment and the way they sort of compete and kind of get the live interaction there, which you don't typically see in a
a real-world M&A deal, see some forms of it. You'll see investment banks try to create a competitive process. And there are some pros and cons of that too. You can create a competitive process which does make an environment that likely gets increased bids and pushes for a higher price. But on the flip side, you could turn off some of the buyers that are more of the savvy buyers that could
could be a potential good partner fit as well. So I think there's a lot of consideration in how you approach it. Do you go on Shark Tank, go public, and try to get publicity and see if you can get an offer that works well? Or do you shop around quietly and be more strategic about it? Do you ever do any exotic stuff? Like you buy a shell company that's
publicly traded and you know, so you can get publicly traded or like these, these like reverse mergers into a larger company or a company that's overseas, that kind of thing. I've worked on some of those deals earlier in my career and they're often weird, hairy deals. Like be honest, I've never done one that just turned out to be such a big win. You know, I've had one I worked on that had some initial, uh,
or results. But then over time, it really diminished and ended up being a big value loss. So yeah, and there's, again, I think it really depends on what you're trying to do. Like, what is the nature of going to public? Is it just going to public just to, you know, be public? Is it real? I think that when you do it more organically, you have a clean slate to do it versus picking up a shell and sort of working with the entity that might not have the clearest history. So,
So I do think it depends what you're doing. I think there's a lot of just consideration of what are you trying to do, actually? Like, are you trying to raise capital? There's like efficiency about raising the capital. And I think you want to exercise like what all those options are. Yes, maybe if it's like a high risk type of thing and you're having trouble getting traditional investors and just general folks through the private channels.
then, you know, maybe it makes sense to do those more of a creative way to get public. But more times than not, there's a lot of options. You really got to do the legwork and you can find, you can find, I've seen organizations use a lot of these like EB-5 foreign investment visas.
They're raising hundreds of millions of dollars of folks that just want to drop a million bucks to get the green card. And it ends up being a much cleaner, you know, minority stake investments. You know, there's a traditional IPO method, but again, it's expensive to be public. It's a lot of reporting overhead, a lot of private equity that continues to expand. I mean, I think there's over 7,000 private equity firms in the U.S., all shapes and sizes that you can look to work with as well.
And then just the ecosystem of individuals and family offices, it's also really large. So I think that's like a big consideration is, you know, what type of capital do you want? Is it more of, we got an investment thesis that we're going to execute and in five years we're going to realize the value from it. Maybe those private equity plays would be good. Is it longer term than that? You know, is there certain things around control that you're really looking for and they want to exercise? Maybe there's more of a hedge fund or...
one of these evergreen funds that you may want to look into. So I think there's a lot of those things to consider about what is the goal in terms of overall that defines the capital requirements. So you kind of know, is it short-term, long-term? And then being
being mindful of the cost of capital because you can get some quick easy access capital like private credits the hot market right now but sure be expensive you know we're looking at one opportunity now where the credit's going to be about 16 interest only for four-year terms so it's it gets expensive and then you start weighing that out does it make sense to raise equity or get a capital source and then the cost of that as well or you control some board seats things like that yeah
Any anecdotes? You could redact it as much as you want, but any super interesting mergers that you worked on? We want to incorporate the new technology you guys have created, the buy side. Again, any story where it really sped up the process or it revealed some killer that would have had you going forth with the deal, would have ruined everything, but then saved you? What has the software product done for you specifically? I think the cool things I've seen is...
The scale where we've had a company do over $35 billion of transactions and they did multiple $10 plus billion deals on the platform all the way down a small little $10 million deal. And I think that that sort of magnitude of scale was amazing to see that they've worked with a lot of the who's who investment banks, the JPM, the Goldman Sachs, and, you know, being able to have that.
and know that we were the platform that they facilitate the whole transaction on. We had another company that does close to 300 acquisitions a year
There's a roll-up across 11 different countries. And that was another one. And again, just like the sheer feat and scale. So it's hard to tell like, hey, you sort of know that there's like millions of dollars of savings when you can drive the efficiency. Because when these companies are dropping billions of dollars and they have hundreds of people involved and they're driving that, you know, 2x more efficient in terms of how they operate instead of emailing an Excel tracker, you know, every four or five days back and forth, they're going back and forth in real time and moving through the process.
much faster. You know, how do you quantify that? It is definitely there. The value is very significant because they wouldn't keep coming back and really standardize around the technology. But those are some of the big ones. I think what's to come in this coming year even, where we've seen AI, we're starting to see some of the early applications
industry, the finance moves a lot slower than other industries, but you're starting to see that trust factor getting adopted a lot faster than I expected. And I think you're going to really see some interesting use cases where a lot of the due diligence lift can be done with software and AI that you could see right now, a typical deal, let's say, for example, $100 million M&A deal, about 5% of it goes to
to expenses of doing the deal. You got your lawyers, the consultants, the bankers, other providers that you're going to end up paying. And roughly it's about 5%. Just general rule of thumb. It could go up, down, whatever. But you look at all the way that you can apply AI to that process, reducing fees on consulting, legal, banking side, you can get that down about 80%. I wouldn't be surprised if we start seeing in two years from now a market where you can do M&A for 1% instead of 5%. Oh, wow.
What are they doing? What is the streamlining? How is it helping? Contract analysis is the first primary. I see when you look at every organization, it is comprised of employment contracts, customer contracts, vendor contracts, a lot of devils in the details. You want to find what kind of terms are they allocated to. For example, one of the first things I want to know is of the customer contracts, which ones have change of control provision? I've found out
And surprisingly on a deal that every single contract this organization had had a change of control provision, which means when I acquire this business, all those customers have the right to terminate the contract. So now that was a huge risk to mitigate that, hey, we can't do this deal unless there's some way that we're going to get a guarantee these customers are going to renew their contract because we really don't have secure value. And the value is these multi-contracts that you have secured.
Or do we need to structure like more of a stock sale instead of an asset sale? Like there's certain consent that you got to provide based on the contracts. And, you know, just understanding that if we plan to eliminate some of these key vendors, what does expiration and renewal terms look like for those vendors? Usually you pay a lawyer quite a bit. I mean, lawyer billable hours, even at the junior level, is still pretty significant. And you look at the amount of work that goes into reviewing contracts, typically hundreds of hours.
So you see a lot of savings just in that one initial use case that is actually expanding quite rapidly right now. Well, I would think there'd be a, the 80-20 rule would definitely be in place with contracts. You know, if you have like, I don't know, a thousand contracts, employment contracts, they have to be evaluated. It sounds like it would be pretty easy for an AI to go through and
And let's say like 95% of them have all the same clauses. You identify a few that have these like unusual clauses. And then you could like focus in on those and say, hmm, all right, should we renegotiate with these folks? Are these okay going forward? You know, that kind of thing. So I could see how it would be useful in that way. Is that how it's used or is it different? Exactly. It's really cutting that down because usually you do a manual, pop up a document, hit control F, start looking for key terms, copy, paste, and paste.
Excel just so you can compare the terms. But now the AI can completely automatically do that. You can put it on a spreadsheet for you to put an export into Excel and do your comparison there. And it'll also give you a summary that summarizes what those key differences are on those terms. Okay. Any other uses of AI that you're seeing maybe that weren't expected at first, that are maybe just coming onto your radar, maybe not in use yet? I don't know if they're proprietary then, but... There is some where we're starting to get to the financial part. I'm looking forward to that.
You know, I just, you have to format state on a spreadsheet just right for AI to really read it well. And I've done some tests where you're able to use AI to identify anomalies that are really helpful. I did one exercise of just analyzing customer contracts and the AI is able to identify all the contracts where the revenue is reducing and
and kind of pointing out like, hey, these are reducing contracts. You know, they churn risk. Are they like, how do they renegotiate it for reduction? That was really helpful. Out of 700, it really picked out the risk contracts. So that's that area. I think what we're finding in our test right now that we're developing is just the process itself. In M&A, you use a lot of templates. You use a lot of templates for different parts of diligence and even integration planning. But if you leverage AI and provide a context of like a comparison nature, let me...
help the AI understand what our organization does and looks like and the company that we're acquiring, what they do and what they look like. The AI can actually guide you through the diligence process much better than any off-the-shelf template. Or you could provide an off-shelf template and it'll customize it for you really well.
I'm sort of finding a lot of opportunities to start using AI to shape the M&A process itself. And then what we start seeing later this year is the opportunity to start merging those together that you have AI on the process flow, but then AI extracting documents. Now can you start
automating answering diligence requests? Can you start clustering data together so they can really do some deep diligence knowing that you can harvest all the related information together and you automate integration planning based on the diligence information you're receiving? A lot of cool stuff when you start really bridging the process and the documents together. Is there any forensic financial analysis modules that may be used in other circumstances, like adversarial ones, but
Could you bring those into play, you know, when you're considering acquisition? Would that help at all? You could, I mean, now you can like build templates. I don't, I'm not familiar with a lot of the specialized forensic tools out there, but you could definitely, if you have a,
a process or approach, like now you can really automate things. You can train AI to do those as like basically like the whole trend around AI agents. You can sort of train it to do those tasks and it can start, you know, retrieving information or organizing it away for you to, you know, get early glimpses into where risks are. Okay.
Yeah, no, that's really interesting. So what features of your platform are the most commonly used or most well-received by businesses? There's a lot of fundamentals, right? When you look at just how you manage projects in general, you usually got your data somewhere, you want to make sure it's secured, and then you have a to-do list. It's pretty fundamental. So those things are there. I'd say what makes our product very special is we
is we do a really good job of building continuity between your due diligence and integration, right? And if you're new to M&A, due diligence is your study of a business where you're going through researching and trying to minimize risk. You want to know of all the things that could go wrong, any surprises, maybe there's some financials misrepresented. I mean, there's key people that are probably going to leave the company after you announce it. If you want to identify so you can mitigate
the risks or build a plan to mitigate the risk or just accept the risk or maybe you have to renegotiate some of the terms of the agreement that's your primary thing that everybody focuses on what often gets left behind is how do we actually integrate this company like we made all this plan to realize value because these synergy models we have all these things that we anticipate on doing like integrating their technology in our platform or cross-selling our products with our sales team
And that often gets left off of how do you actually execute it? And our product does a really good job of allowing you to have a work stream to do your diligence effectively, but also build a parallel work stream to do your integration planning. So the same team that's doing diligence, uncovering the risks,
and logging in those findings can also update the integration plan, which integration is ultimately maximized value. So after close, you have the integration plans, very comprehensive. It's socialized with the target company. Everybody's on the same page and we can go about and really be confident in executing it and making sure the deal is successful. That's the one thing, Richard, we do better than anybody else. Yeah, no, that's really cool. I don't know. Is,
Are your tools revealing anything that tells you, wow, how did we even do this before without this tool? Is there anything new that you're seeing either in the financials or other correlations that the AI is finding that you guys never found before that's surprising to you?
Well, I think that's like what's to come. You know, there's definitely speed is the first thing you notice is like you're able to learn the diligence, right? You're learning about a company. You're able to learn a lot more about a company a lot faster because the one thing AI does extremely well is structure unstructured data. This is what happens in M&A deal. You get tons of unstructured data, but the AI can allow you to really structure and go through it.
and learn this key information quickly. I use the examples of anomalies that the AI can help you identify, and that's just gonna continue. Like you'll be able to leverage it to start identifying those early
and start getting to that point where it's starting to do more human-like diligence. Those are the big things that I think it's really evolving as these models get better and more accurate. Okay. Yeah, I mean, so who would be a candidate to be able to work with you? What size business do they need to be? Like how much revenue? You know, how many employees, et cetera? Like who's your target and who's not? I would say it's companies that are
programmatic about M&A. Like it's part of their strategy. They're usually doing two or more acquisitions a year. It ends up to be our customer and we have all shapes and sizes. We have them buying small little companies to very large companies. But when they do that, they should have a platform to build a real program that's repeatable.
Okay. All right. Very good. And how do people get in touch? You know, if they want to use the model and talk to you about it, what's the best way? I mean, dealroom.net, that's our home for the software platform. We also have a podcast called M&A Science, which if anybody wants to completely geek out about M&A, we do a lot of interviews with corporate M&A practitioners. That's cool.
Okay. Well, very good. Okay. So thank you so much for coming on the podcast and talking about the platform. And, uh, and M and a is like an invisible world. I would think to most people, but, uh, you know, thanks for shedding light on it. And my pleasure, Richard. Enjoy the conversation. If you like this podcast, please click the link in the description to subscribe and review us on iTunes. You've been listening to the finding genius podcast with Richard Jacobs.
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