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The Real Work Behind the Close: When Judgment Beats the Checklist

There’s a point in most deals where the checklist is done, the diligence is clean, and the advisors are aligned, but something still threatens to kill it. It could be sellers who came to blows before the closing room, a bid that came in $15 million short, or a door that blew off a commercial aircraft mid-process, casting doubt on the entire target. 

Whatever it is, what happens next depends on whether someone in the room has seen this before.

Recorded live at DealMax, this episode features conversations about judgment under pressure. The stories may be different, but the lesson is the same. Sellers in conflict, deals won at a discount, cross-border complexity with no playbook, and compliance surprises that only surface after close–they all had one thing in common. In each case, the practitioner who kept the deal together was the one who had seen enough to know what the problem was actually telling them.

At some point, the deal lives or dies on whether someone has already hit that wall and knows what is on the other side.

 

 What You'll Learn

  • How to win a banker-run auction when you are not the highest bidder
  • What seller conflict at the closing table looks like and how to get the deal back on track
  • When the employer of record works in a cross-border carve-out and when it creates a permanent establishment risk
  • Why management's trust in the buyer can outweigh the highest bid number
  • What a first European acquisition actually costs you in compliance, legal, and cultural surprises
  • How to tell real diligence risks from red herrings in a private company's financials
  • What does it cost you to criticize a seller's business before you have earned the right to

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.

Diploma PLC (LON: DPLM) is a London-listed, $2 billion value-added distributor operating across electrical components, aerospace fasteners, flow control, and healthcare. Diploma acquires family-owned businesses and leaves them to operate independently under their original brands. 70% of attendees at their annual leadership conference came to the company through acquisition.

Industry
Parts Distribution
Founded
1931

Vensure Employer Solutions is an HR solutions company operating across PEO, employer of record, global payroll, and workforce management in over 160 countries. The company has made 105 acquisitions in the HR space since 2004 and specializes in getting employees transferred cleanly across borders during M&A transactions.

Industry
Human Resources Services
Founded
2004

Founded in 1954, the Association for Corporate Growth (ACG) has 60 chapters worldwide, representing 15,000 members. ACG serves 90,000 investors, owners, executives, lenders and advisers to growing middle-market companies. ACG’s mission is to drive middle-market growth.

Industry
Industry Associations
Founded
1954

SPS Commerce (NASDAQ: SPSC) is a cloud-based supply chain management platform that has grown through a series of tuck-in acquisitions, most recently expanding into Europe through its first cross-border public company acquisition in the Netherlands.

Industry
Software Development
Founded
1987

Sam Delestienne

Sam Delestienne leads North American M&A Corporate Development at Diploma PLC, where he has built a track record of winning deals on relationship and reputation rather than price alone. He was the architect of the Peerless Aerospace Fasteners acquisition, completed in early 2024, which is considered one of the best deals in Diploma's history.

Steve Hoffman

Steve Hoffman has spent his career building the infrastructure for cross-border employee transfers in M&A transactions. As VP of Global Partnerships at Vensure Employer Solutions, he specializes in the employment law complexity that surfaces in carve-outs and cross-border acquisitions spanning 160+ countries.

Brent Baxter

Brent Baxter is the Chief Executive Officer of the Association for Corporate Growth (ACG), a role he has held for seven months. With over 25 years of experience as an investment banker and extensive involvement in ACG's governance, including serving as chair of the board, Brent brings deep M&A expertise to his position. ACG, the premier organization for middle-market M&A, boasts over 15,000 members, including corporate strategic acquirers, private equity, investment banking, and various M&A partners such as legal, accounting, tax, and human resource consulting professionals.

John Strenger

John Strenger has led corporate development at SPS Commerce for 15 years, building a practice around tuck-in acquisitions from sourcing through close. Their European acquisition was the first international deal of that complexity in the company's history.

Matt Melsen

Matt Melsen partners with John Strenger on diligence, financial modeling, and post-close work at SPS Commerce (NASDAQ: SPSC). He was central to working through the legal, compliance, and cultural surprises in the Netherlands-based acquisition.

Recent M&A Science Podcast Episodes

What Buyers Want from Bankers and Founders
220 Deals. One Playbook. How to Scale M&A Without Losing Control
How to Build a Deal Model That Beats PE on Price
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