M&A Roll-Up Playbook: The IRR Framework That Replaced Budgets at Zayo

Dan Caruso, Managing Director, Caruso Ventures; Founding CEO of Zayo Group

Part 1 covered the playbook. Part 2 explores where it worked, where it broke, and how Dan knew when to stop. We dig into the equity value-creation framework he built at Zayo: applying private equity IRR math directly to daily operating decisions, replacing budgets, and tying compensation to a single value-creation equation. It ends with the exit, where Dan engineered a competing bid after a buyer locked up the debt market and tried to retrade.

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What You'll Learn

How Zayo's integration process matured across 45 deals and where it broke after the IPO
The equity value creation model: the IRR metric that replaced budgets and tied compensation to a single equation
Negotiation tactics: countering lower, manufacturing urgency, splitting the CEO from their investor at the table
Culture during integration: one culture, take it or leave it
IRR compression as a sell signal and how Dan acted on it before most saw it coming
The sell process: putting together a competing bid after buyers locked up the debt market
The ICG deal: $8.7M in, $250M out, 18 months

Dan Caruso

Dan Caruso is Managing Director of Caruso Ventures and the Founding CEO of Zayo Group, which he built from a startup in 2007 into one of North America's leading bandwidth infrastructure companies before its sale. He is the author of Bandwidth, an operator's account of the telecom industry's boom, bust, and reinvention through M&A.