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M&A Red Flags That Can Kill Your Deal (and How to Avoid Them)

Summary Keywords

Speakers

In today’s high-stakes world of mergers and acquisitions, fortunes are made—or lost—based on the
details hidden in the fine print. In this episode of Executive Connect, Melissa pulls back the curtain on
the world of transaction services and the critical role they play in ensuring deals don’t collapse under
pressure.
We explore why churn and the split between recurring and non-recurring revenue can make or break a
deal, how due diligence protects both buyers and sellers, and why preparation is the difference between
a smooth exit and a painful one. The conversation also dives into the competitive dynamics of today’s
M&A market, the rising challenges in SaaS, FinTech, and AI sectors, and the operational pitfalls that often
stall deals.

Melissa Aarskaug (00:02.016)

Ever wonder who keeps the deal train from flying off the rails while millions or billions are on the line? Meet Nicholas Spezio, the guy’s private equity firm. let me reread that. I messed that up. Did I say your name wrong?

Nicholas Spezio (00:20.89)

No, no, it’s all, I think you said it right. It’s been easy, Okay.

Melissa Aarskaug (00:22.606)

Okay, let me try it. Let me just start that again. Take two.

Ever wonder who keeps the deal train from frying off the rails while millions or billions are on the line? Meet Nicholas Spezio. The guy’s private equity firm actually call the guys, my gosh, I’m not even reading it right. guy, hold on, I need to edit this really quick because I’m reading it wrong.

Nicholas Spezio (00:54.573)

Thanks.

Melissa Aarskaug (01:02.24)

Okay, let me just…

Nicholas Spezio (01:03.012)

I hope you don’t mind when you say Nicholas Beasley on going like this. How you doing? How you doing? Okay. Yeah, I’m doing, I’ve done the last two takes.

Melissa Aarskaug (01:06.978)

Yes, you totally should do that. You should totally do that. I love it because my humors, you know, I try not to be a smart ass, but I’m like inside. I’m everything’s a party and I’m a smart ass. And if it’s not a fun time on board. So I try to be on my good behavior because we have a lot of guests that are very well behaved. I’m Norwegian. So there’s that.

Nicholas Spezio (01:21.413)

Yeah, same.

Nicholas Spezio (01:31.782)

I really want to go to Norway. I want to do the fjords so badly.

Melissa Aarskaug (01:38.414)

of my brother was is was digging at he figured he’d pick himself up a wife and come back to the states and within were beautiful but uh… he did and he’s in a relationship with his high school girlfriend which is bizarre uh… any a weekend take three yeah let’s talk about that later let’s try it again uh…

Nicholas Spezio (01:56.091)

We’ll talk about that later. Yeah, take three.

Melissa Aarskaug (02:04.056)

Take three. Ever wonder who keeps the deal train from flying off the rail while millions or billions are on the line? Meet Nicholas Spezio. The guys private equity firms actually call when it’s time to kick the tires, pop the hood, and make sure the business they’re buying isn’t about to burst into flames. With over 150 transactions across SaaS, FinTech, and beyond,

Nicholas knows what makes a deal sink or scale. On today’s Executive Connect podcast, we’re talking about transaction services where strategy meets spreadsheets and fortunes are made or lost in the fine print. Welcome Nicholas.

Nicholas Spezio (02:53.19)

Thank you very much. I love that.

Melissa Aarskaug (02:55.694)

Now you’ve built your career at the center of some pretty serious high-stake deals. What initially drew you to transaction services and how did your global career journey from New York to New Zealand shape the way you approach deal making today?

Nicholas Spezio (03:14.638)

It’s a great question. I started my career off in public accounting. I started at a top 10 firm, moved over to PWC, a big four firm, auditing big hedge funds. My first client was Tiger Global. was a young 25 year old, just sort of star struck by Tiger going up to the solo West building overlooking Central Park and auditing these big massive hedge funds and private equity funds and just had this allure and sort of just wonder of what

private equity was and how these different fund managers bought businesses and what the strategy was and how they did these turnarounds and grew them and then exited them. And from an early young age, I always was curious and interested in private equity. And as I continued to get more experience and more experience, went to New Zealand and did some time there, Argentina, India, all these different places at PWC, this opportunity came up at Expo Group.

to head their transaction services practice. And after 10 years of audit, I really had this decision to make either to stay in assurance and audit at PWC, which I thought that was the natural path for me to either make MD or partner, or to take a leap of faith and join this startup advisory firm that was six people at the time and head transaction services, which I actually had never done before and learn financial due diligence. And I said, you know what?

at a pivotal point in my career. don’t have any kids yet. I’m not married. This is a perfect opportunity for me to try something new and try it in an industry that I’m really interested in. So I decided to take the leap of faith and I’m really happy I did. It’s been the best decision of my career by far.

Melissa Aarskaug (04:55.998)

love that, Nicholas. That’s such a testament. I think taking the leaps are really important in our career journeys. So I want to talk a little bit about what transaction services actually are and kind of open that hood. So let’s demystify it for our listeners. What is transaction services? And can you break down what your team actually does and why it’s critical for both the buyer and the seller?

Nicholas Spezio (05:20.93)

Absolutely, absolutely. So transaction services as an umbrella covers a number of different services that goes along the lines of an actual transaction or &A event or buy and sell. And so for us, as part of our transaction services practice, we offer a couple different services along those lines. One being financial due diligence, another being tax due diligence, another being operational due diligence.

And so what we do in terms of our financial due diligence is deliver a product to our clients or investors called the quality of earnings and what equality of earnings is. It’s it’s a word that probably a lot of people hear and say and think about, but equality of earnings is really understanding truly what the quality of a target company’s earnings are. So when you look at an income statement or P and L

You can see what the income is or the adjusted income or the EBITDA, but that doesn’t tell you the full picture or depict everything that you need in order to make good decisions. And so what our job is in determining what the quality of the earnings is, is also understanding the revenue, the quality of the revenue, breaking out what the revenue looks like. Is it recurring versus non-recurring? Is it one customer driving all the revenue? it the top 10 customers driving all of that revenue?

Is there a certain revenue recognition implications that we need to think about in terms of deferred revenue? And then understanding the expenses as well. Is there supply chain considerations that we need to think about? Is there supplier concentrations? And so really breaking down what their P &L, what their balance sheet looks like, understanding the true recurring nature of the P &L and the revenue and their earnings, and whether this is something that’s investable and whether there’s a growth trajectory and what we really think about the business.

As our job in doing financial due diligence, it’s really identifying risks, opportunities, challenges, and things that our clients can really hang their hats on in terms of the key insights and KPIs that help them make the best decisions that they possibly can before they actually sign the papers and acquire this business.

Melissa Aarskaug (07:35.682)

And it seems there’s a ton of &A going on in the world today, Nicholas. seems even the big companies are merging with each other. I don’t, it doesn’t seem like this space is lighting up anytime soon.

Nicholas Spezio (07:49.062)

That’s right. Q1 and Q2 is normally our slowest quarters and it’s been our busiest two quarters since I’ve joined in 2021. So it’s been very, very active.

Melissa Aarskaug (08:01.026)

I love it. keeps things exciting and interesting. Now, from my understanding, private equity firms and venture capital firms don’t like surprises, at least not the financial kind. So what is the biggest red flags you’re seeing to help clients spot issues before the deal closes and maybe some insights on what they can do to navigate not making those, taking those risks?

Nicholas Spezio (08:28.922)

The biggest thing that our clients see that would break a deal is churn or the allocation of recurring versus non-recurring revenue. And so what churn is really defined as is customers leaving the business. And a lot of the times they’re measuring the net retention and the gross retention, the net churn, the gross churn. If our clients are underwriting a deal based on an annual recurring revenue number, and they think that their retention is X percentage,

and it falls far below that number, that’s usually a major red flag to them that they need to then investigate to understand why are so many of the target companies’ customers churning and what are the downstream implications to that? How many customers do they then need to acquire or embed back into the business because they’re losing this many customers and what’s the acquisition cost to getting more customers?

Why are they losing them? Are they losing them to competitors? Are they losing them because their product isn’t as good? Are they losing them because of their customer support? Are they losing them because of pricing? So that’s a big piece of it. And then I think other pieces of it is, you know, if the adjusted EBITDA figure comes in far below what they expected and potentially if they got a sell side QAV or used a banker and there was aggressive adjustments, meaning they are baking in far more ad backs, what they’re called.

to EBITDA, then they could really hang their hats on. So we see that a lot. There’s a big gap between the adjusted EBITDA that’s presented to us by bankers or sell side QVs versus what we believe the true adjusted EBITDA is. And because you’re talking about millions of dollars, you have that Delta between what we think adjusted EBITDA is versus what they think adjusted EBITDA is times whatever the multiple is of the deal. And that’s the true magnitude of EV that we’re talking about.

and that can then cause some contention between the buyer and seller and how that kind of gets worked out. those are issues that we see.

Melissa Aarskaug (10:27.694)

Now is there, yeah, is there a specific sector that’s struggling a bit right now? I mean, I work in the tech sector. I see that there’s a ton of competitors out there. So a lot of the churn has been through price and more players in the space now. that similar for all sectors right now or any insight on that?

Nicholas Spezio (10:50.886)

We do a lot in software. I’d say 75 to 80 percent of the deals that we do are in software as well. I wouldn’t say that there’s been significant challenges in terms of churn. mean, there are certain customers or like vertical segments of what we look at that may be struggling more than others. The biggest struggle right now in the market that we’re seeing is just purely the competitive nature of M &A because the market has been extremely blurred. I think

historically it was much more fragmented where you had big blue chip, Excel, KKRs, the big funds, Blackstones, Black Rocks, buying big businesses in the upper market. And then the next series of funds buying in the middle market. And then you had your smaller PE funds buying in the lower middle market. And then you could kind of see how each of those funds interacted and buying those businesses and then exiting to a little bit more upstream. What’s become sort of the norm now is

the market is just completely blurred. You have really big shops coming all the way downstream and buying businesses from smaller shops. And so that is making the market much more competitive. And we’re seeing a lot of our clients get priced out of deals because they’re not willing to pay the multiples that they’re seeing right now on annual recurring revenue, ARR. So that’s been like the biggest struggle right now, just the pure competition in the market.

Melissa Aarskaug (12:13.39)

love it. So on the flip side, literally you also help the sellers prep for due diligence. So what does it take to make a company deal ready in today’s market and what separates the smooth exits from the painful ones?

Nicholas Spezio (12:21.028)

Yeah?

Nicholas Spezio (12:30.96)

Preparation preparation is the biggest thing and I and I feel like I almost exhaust myself in trying to I don’t want to say convince Settlers that they should do a quality of earnings But you know it’s it’s almost like if you were going to sell your house and you have the ability to do an inspection a pre-sale inspection of your home and that inspection gave you a report of everything that you could fix or upgrade prior to sell prior to selling and go into market

And you knew that if you fix those things, it would be extremely accretive to you in the way of, I don’t know, multiple turns on your business. Everybody would, everybody I think would do that and take that report and be like, Oh, I can fix this. I can fix this. I can fix that. That’s the same thing in terms of doing a sell side quality of earnings and doing tax due diligence up before you go to the market. Because the sell side QV is going to do a couple of things for you. It’s going to protect purchase price for you.

because you’re going to get an adjusted EBITDA number upfront that we can all agree on that that’s the true adjusted EBITDA and then using market comps or whatever we think. This is the true purchase price or this is the true enterprise value and we’re on the driver’s seat versus a buyer coming in adjusting EBITDA and telling you what they think EV is. We’re going on the upfront and we’re saying, okay, this is what we think EV is. And then the other big thing too is a lot of times when sellers are going to market and exiting their business,

This is the first time or maybe the second time they’ve ever done it. So they’re not getting as many reps in to doing this. And so they’re already at a disadvantage because buyers are buying a lot of times multiple businesses as part of their rollup strategy or as part of their inorganic growth strategy. And so the other big thing is networking capital and working capital optimization. So getting ahead of working capital and saying, Hey, these are the things that we want to put into working capital.

so we can protect purchase price and not get it baked into debt or debt like items where they get a dollar for dollar purchase price reduction becomes really, really important for sellers. So that’s our big kind of selling pieces. Like you paying for a sell side QV will pay for itself because we’re going to identify these issues for you upfront. And then we can better prepare as we go to market. We can understand what the true key metrics are. And then the other piece is we’re going to shoulder and we’re going to

Nicholas Spezio (14:50.694)

shield you from all the questions that come from the buy side when they do come in. So we’re going to have everything already prepared for you. It’s going to make this process a lot more seamless for you. So I think it’s a really valuable product for sellers, but you know, it’s kind of mixed bag on whether they invest in it or not.

Melissa Aarskaug (15:06.742)

No, I love the analogy to the home buying. think that’s so spot on. And do you find that the sellers sometimes, you know, maybe they, you know, they think they’re they have different numbers than you do. Do they go back and say, okay, I need to, you know, fix this area, fix that area. Do you find that a lot of them push forward or a lot of them go back and, you know, rework things, increase revenue before they sell?

Nicholas Spezio (15:32.87)

That’s a great point. Oftentimes when we do go to the table to present our findings and what we believe the adjusted EBITDA is, is they then have that opportunity to say, wow, that’s exactly what I thought or wow, that’s way lower than I thought. So maybe it is worth waiting another six months because our pipeline looks like this and we think our contracted ARR is this and we think we can go to market with even more of EBITDA and a higher run rate if we wait another six months.

So, you know, that’s the beauty of it is like my advice to sellers is always don’t rush to market. And again, we’re like 95 % of the buy side. So we don’t do as much sell side, but when we do, I’m like, this is only going to be helpful for you. Like you are going to know all of your numbers. You’re going to get a beautiful report. You’re going to know what your adjusted EBITDA is. And then you can be patient with what the results are in terms of what your decision is to go to market. Like there’s no rush here.

So it can only benefit you in my perspective in terms of getting the numbers, getting the adjusted EBITDA, understanding what your churn is, understanding what your attention is, understanding what your customer concentration is, understanding what your DSO is. And then you can start to put together what the story is because you want to present the facts, present the past, but you want to sell the future, sell the story. And so that’s what we’re really trying to do is with our report is put together a good story for the market and for the buyers.

Melissa Aarskaug (16:56.46)

I love that, I think it’s brilliant. I want to talk a little bit about some industry trends because I love what’s hot and what’s not. So you’ve worked across SaaS, FinTech, EdTech and more. What trends are you seeing in the deals right now? Is there a specific trend you’re seeing?

Nicholas Spezio (17:15.116)

One trend that we’re seeing is more on the deal, like on the purchase agreement. So oftentimes there’s this notion of working capital, which is always kind of like the bane of sort of everyone’s existence because for a seller, like on the buy side, we have to explain what working capital is. And then there’s the negotiation of what accountants actually go into working capital. And then there’s like…

the agreement of what the peg is, which is like the normalized working capital based on some historical period, normally 12 months. And so you have to create this working capital depiction and then you come up with a peg and then you estimate the working capital as of the close date. And then there’s adjustment to purchase price based on what you’ve said, all these things. And then the purchase price either goes up or goes down by this. And it’s a lot for people to understand, especially sellers. And it always is like,

an issue. So one thing we’ve been seeing buyers do that I think is really creative and really helpful for both sides is cover working capital under customary reps and warranties, meaning there is no adjustment. They basically are saying continue to run the business the way that you have. And if you continue to do so, there won’t be any issues. Working capital will just be what it is. And then we can continue to own and operate the business from what the working capital is left over in the business. There’s no need to adjust it.

at closing, there’s no need to true it up post closing. It just is what it is. And it’s a much more efficient and cost efficient too, because you don’t have advisors like myself that has to do the estimates and then true it up for the closing statement post close and explain all these things. And then if there’s conflict, having to go through that. So in normally like it’s pretty de minimis as well, like it goes in either direction, but it’s the time investment to explaining it, putting all these things together. So that’s a really interesting trend.

that we’ve been seeing work really, really well for both sides.

Melissa Aarskaug (19:14.658)

And I’m curious because I live in Austin, of course, and a lot of founders and investors and AI companies are moving here. Is there anything that, you know, startups should be looking at as they move forward into 2025 as they’re considering selling their business? Is there anything that you kind of projecting out would suggest to them?

Nicholas Spezio (19:38.01)

Yeah, I mean the biggest thing because we’re working with some venture investors and they’re interested in a lot of really interesting early stage businesses, AI businesses, advanced tech businesses. And as interesting and as game changing as the technology is, we’ve seen a lot of deal stall or even break because the port codes or the targets operationally don’t have any sort of controls.

They don’t have any sort of operations. They have no way of getting the financials over to the investors. They don’t have any underlying support that corroborates what their financials are. And so my biggest suggestion for very, very early stage businesses is really focus on your operations, making sure you’re thinking ahead to when you actually expect to take on investors and working backwards from there in order to get everything that you need into a good place. So when someone starts knocking on the door and asking for these things,

You’re already prepared and you’re not working sort of backwards. Like, my God, how do I put together all these contracts and all these invoices and, and, and every, you know, like those are things that you can fix now, but you really should invest into putting together all of, you know, all of those things that make your business run properly.

Melissa Aarskaug (20:53.59)

I love that. think it’s such great advice. It’s so rudimentary in what you said, but I’ve seen so many companies not do exactly what you said, like have a plan, make a plan, where are we going? So I think that’s such an important thing. And I wanna get, I wanna go back to what we were talking about at the beginning and talk a little bit about career advice and for people that are aspiring to be like you and do like you and.

maybe even &A professionals. And so for those who want to go into this space, you know, I want to get your insights on what skills or mindsets or, you know, things they need to have in this world we’re in today.

Nicholas Spezio (21:36.858)

For me, it was always a confidence in myself. Like I was always willing to put the chips on me. And as I continued to get more and more tenured at PWC and I wanted more and more and more and more, but because of just the way that those bigger firms were structured, even though I felt like I was outperforming my peers, there wasn’t that differentiation in terms of like,

what my comp would be, what my title would be, because it’s just so structured. But Expo provided me with that opportunity to really bet on myself. I I joined Expo Group as the head of transaction services, but I was the only person on the desk. It was really just me at the time. And so it gave me that opportunity to put the chips on myself and just really work hard to try to do this. And it was just the fact that

I would never stop working. Like I would just read every single &A book I could get my hands on. I read investment banking books. I read as many &A books and legal books about &A, just anything and everything that I could, as well as leadership books to be the best professional that I could because I knew the stronger that I got, the stronger the desk could be and the more business that we could ultimately bring on. And I think the other piece of it is have a natural curiosity to be a learner and to be the best that I possibly can.

And so I think that coupled with having the opportunity to grow this as much as I possibly could really helped fuel the fire for me to take on this opportunity and to help lead it. And like I said, it was just a perfect kind of storm in terms of joining at six people, seven people. I was the only person on the desk and now we’re close to 70 people in four years and there’s 20 people on the desk with me now for TS. So it’s just that I think hunger and fire to learn.

to be a sponge to learn as much as possible and to really help lean on my clients and ask them a lot of the technical questions. Like when I was trying to understand working capital and debt and debt, like in different working capital strategies and purchase price strategies and how to structure earnouts and how to structure rollover equity and how to think about asset deals versus equity deals. Like those things I just didn’t naturally know. And so I had to find people that I trusted within the industry that were my connections that I could be like,

Nicholas Spezio (24:02.298)

Hey, can you explain this to me? Like, why do you do it this way? Like, why are you thinking about min cash this way? Like, those were things that I used to my advantage in terms of building my network and finding people that I could have honest, candid, and trustworthy conversations with that would help me navigate some of those more complex areas.

Melissa Aarskaug (24:21.238)

I love that. think the need for education and the need to learn more is such an important skill these days to want to learn. And I love that you kind of took this role and you were the only person on the team because it probably really gave you the opportunity to lean in and focus on learning and developing and making plans. I love that you share that because I think it’s it’s such.

You know, we all see things a different way and really to take the time to step back. That had to be like a huge shift for you going from, you know, leading teams to, you know, being an individual contributor. Now, were there moments for you that you felt like, my gosh, did I make, did I make the wrong mistake? What did I just do? Did you have any of those moments?

Nicholas Spezio (25:03.341)

you

Nicholas Spezio (25:08.728)

Yeah, definitely. mean, the first six months I was like, I, forgive me, Kevin and Eric. was like, I think I got to go back to PWC because it was so unstructured. Like there wasn’t playbooks. There wasn’t the technology I was used to at PWC. There wasn’t processes set up. There wasn’t templates. Like there wasn’t all of the structure that I had become so accustomed to. lost kind of overnight lost all my mentors at PWC that I could

go into their office and then ask them these hard questions or go to lunch with them. Like it was all of a sudden I’m on this island and I have to build everything myself and I don’t have the same resources that I did. So it was really, really hard. I mean, to do the deals myself from start to finish, to learn the processes, to learn &A, to building the team, to hiring, like it was, it was a lot. I mean, it, still is a lot. I mean, there’s a lot of pressure. It’s, know, it’s a little bit of a commoditized industry. There’s a lot of really strong.

firms in the marketplace and the industry has become extremely fragmented. There’s obviously all the big shops that are really, really good that we compete against, but there’s a lot of really small shops too that are boutique and high-end too. So, I mean, it’s just a very, very tough industry, professional services. Like I don’t want to say you’re only as good as your last deal, but there is that pressure to constantly do well and to exceed and you know, to, to perform at a high level. So.

Yeah, I mean, there was a lot of times where I was like, PWC was a lot easier than this. So.

Melissa Aarskaug (26:41.59)

Yeah, and I think getting comfortable is a really bad plan in today’s world. I feel like my career 20 years ago, I just could focus on my one task, my one job, my one role. I think where we are today and the world is moving so fast, the tech is moving so fast. So just to have these AI companies that have these huge evaluations and then their evaluations go completely.

poof, right? I think it’s really important to stay agile, to stay educated, to stay on point and to continue to build that plan. Because what I heard you say, and maybe you didn’t say it, is you were able to sit down and build things the way you wanted from the ground up versus given a playbook that you had to work against.

Nicholas Spezio (27:11.941)

Yeah.

Melissa Aarskaug (27:34.432)

And so I think that’s a beautiful thing because you’ve been able to learn so many different things. And now you are exactly that, a Swiss army knife for all these different pieces that you therefore wouldn’t have been had you not left. So kudos to you for taking the jump. I love it. Now I’m thinking of like how much work that must have been because I’ve been there before and I know long weekends, long nights, sleepless nights. And so here you are on the other side.

Is there anything you would tell your younger self?

Nicholas Spezio (28:08.998)

Oh, it’s all going to be okay. It’s all going to work out. Just keep your head up and you know, just keep taking deep breaths and it’s, it’s hard to get lost in the day to day, you know, now being almost 36 years old and doing this for, I don’t know, 13, 14 years now. Like I actually went to this leadership training last week for tech week in New York city. It was hosted by ripe at other ship. was awesome. And one of the

things that really resonated with me was they were talking about gearing down and how high performers are always in the high gear. And I’ve been definitely, I’ve been hurt by that a lot because you’re, you’re always trying to do more. You’re always trying to work harder, you know, we’re all, you know, barely take any time off and trying to grow. You’re trying to take on new deals. You’re trying to, know, trying to push to that next level. But then you get to a moment and you’re like, wow, I’m like, you know,

pretty burned out here. Like how, how did I get to this point? And I think what I would tell my younger self is like, this is a marathon, a very, very long marathon. You have to be able to take rests and know when to slow down and know when to gear down and like everything will work out and actually it will benefit you when you do gear down. And that’s one of the biggest things I tell my younger teammates and even people that I network with that are looking for advice. like, work hard, but you need to know when to kind of take it down a notch.

recuperate and rest and come back at it the next week with a full head of steam. So that’s what I would tell myself.

Melissa Aarskaug (29:43.138)

I love that you said that. That’s such important advice as a similar, you know, all in go get them. Can’t stop, won’t stop personality. There’s something special in gearing down and leaning into your family or leaning into a hobby and letting your mind rest is such an amazing thing because you could dissect the things that are going on quicker and faster without overthinking it, I feel like for me. So I love that you share that. I that’s such great advice.

Before we close, I want to get any final things you want to share that we haven’t touched on about &A and what executives, business owners, and entrepreneurs should be thinking about.

Nicholas Spezio (30:28.326)

I mean, look, you’re interested in buying a business, if you’re a strategic or a private company and you want inorganic growth, you know, the big thing is just, you know, we just did this as our own kind of leadership retreat is understanding what your plan is, understanding what your true strategy is of your business, and then truly understanding internally what your strategy is, then deploy that outward when you go out and buy a business and actually go to acquire. It’s a pretty strenuous

you know, process of buying a business. There’s a lot that goes into it. So, you know, you need to do your due diligence. It’s worth that investment to understand financially what they’re doing from a tax perspective, whether they’ve been filing correctly, if there’s any implications for sales tax and payroll, operationally what they’re doing. It’s a big, big investment. So just kind of strap in for that. And then if you’re a seller looking to potentially exit, you’ve owned a business for a long time or maybe not.

When you do look to exit that business, it’s also very, important to reflect on why you’re selling, who you’re looking to partner with, or who you’re looking to hand these keys over to, and to put together a good roadmap for what you want this to look like, and to get advisors involved as soon as you’re ready to, because they’re gonna help you put together what you need in order to maximize value, and that’s really what you wanna do, is you wanna maximize value, you wanna find the right partner, and you wanna set yourself and your employees up with a good partner to lead.

your firm in the next five or ten years. So that’s what I would leave them with.

Melissa Aarskaug (31:59.758)

That’s great advice. Now, this has been a deep dive into the world that most people never get to see up close. For listeners who want to learn more about Expo Group or connect with you, where might they go?

Nicholas Spezio (32:13.062)

Email Nicholas.Specio at expogroup.com, our LinkedIn page, expo group, or even myself on LinkedIn are great avenues to reach me.

Melissa Aarskaug (32:24.088)

Thank you so much for being here today and sharing your knowledge with our listeners. That’s the Executive Connect podcast.

Nicholas Spezio (32:32.176)

Thank you for having me.

Chapters:
00:00 – Intro: Who keeps the deal train on track?
02:04 – What are transaction services (and why they matter)
05:20 – Breaking down financial due diligence
08:28 – The biggest M&A red flags
12:30 – How sellers can prepare for due diligence
16:56 – Key industry trends in SaaS, FinTech & beyond
19:38 – Advice for AI startups and early-stage founders
21:36 – Skills & mindset needed for M&A professionals
25:08 – Taking risks: Leaving PwC to build from scratch
28:08 – Career advice: Learning to “gear down” and avoid burnout
30:28 – Final takeaways for buyers & sellers
32:13 – Where to connect

 

 

#MergersAndAcquisitions #PrivateEquity #DealMaking #DueDiligence #BusinessGrowth #SaaS
#FinTech #BusinessStrategy #ExecutiveLeadership #Entrepreneurship #InvestmentStrategies
#RedFlags #BusinessDeals #CorporateFinance #ExitStrategy

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Bryan Hancock Headshot — Founder of Integrity Development

Bryan Hancock

Founder of Integrity Development

Integrity Development

Executive Biography

Bryan Hancock has been managing real estate investments—and overseeing development and construction projects—for nearly two decades. He has deep roots in Austin, Texas, and comprehensive knowledge of the opportunities and challenges in this fast-growing market.

Through his development and syndication companies, which he built from the ground up, Bryan has developed 50+ urban infill projects and managed $25M in real estate sales with approximately 35% return on investment at the project level. He also co-founded two private equity funds.

Bryan brings in-depth industry awareness, sharp business acumen, and extensive in-the-trenches experience to his work as co-founder and principal of Integrity Development. He partners with a team of professionals and industry experts (many have been involved in Austin real estate for 40+ years) to identify value-added and opportunistic investments that protect capital and reduce risk for lenders—while delivering outsized returns for investors.

Earlier, Bryan founded and directed Inner 10 Development, a residential development firm focused on Austin’s top zip codes and surrounding communities, and H2i, LLC, a real estate syndication company. He steered these organizations for 17+ years, overseeing the acquisition, buildout, and sale of single-family and multifamily properties, including a 350-unit urban infill joint-venture project.

Bryan was successful in delivering strong returns while minimizing risk for bankers and investors by taking a targeted, data-driven approach to opportunity analysis, due diligence, and strategic decision-making. He zeroed in on potential risks and developed proactive mitigation strategies to protect and grow investments.

Concurrent with his work at Inner 10 Development and H2i, Bryan established Gentry Lending Group, a private-equity debt fund. He also served on the board of Bullseye Capital Real Property Opportunity Fund. These experiences provided Bryan with a grasp of both investor and banker viewpoints, including an understanding of risk and liability on the lending side. This aspect of his background continues to shape his real estate decisions to this day.

There is another unique aspect to Bryan’s career—a corporate history that differentiates him from other investors and developers in this field. Bryan has built organizations, controlled multimillion-dollar projects, and supported billion-dollar programs for some of the world’s largest companies: Lockheed Martin, Microsoft, Dell, CACI, and Charles Schwab. He managed teams and vendors in the US, China, France, and India, and often balanced up to 10 projects at a time. He was trusted with a Top Secret Security Clearance from the United States government.

A business-savvy leader and lifelong learner, Bryan holds an MBA in Finance and Entrepreneurship from Texas Christian University and a Bachelor of Science in Electrical Engineering from the University of Texas at Austin.

Bryan founded the Wealth Investment Network, co-founded RealStarter (a crowdfunding platform for real estate investors), and was a member of the Urban Land Institute and Central Texas Angel Network. He has been a guest speaker at 20+ national events, including conferences and meetups through the Information Management Network (IMN), SXSW, Rice University, Bay Area Real Estate Summit, Soho Loft Conference, Texas Entrepreneur Network, and many others.

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Melissa Aarskaug Headshot — Founder of Executive Connect

Melissa Aarskaug

Founder of Executive Connect

Senior Executive, Board Member & Advisor

Vice President of Business Development
Bulletproof, a GLI company

Executive Biography

Melissa Aarskaug is a global executive and business leader at the forefront of the technology/cybersecurity industry. She shapes strategy, leads teams, and partners with Fortune 500 companies and other enterprise clients to protect their organizations from risk and noncompliance—while improving operations and accelerating growth.

For 15+ years, Melissa has taken the reins to propel organizations to the next level of performance. By combining business acumen and revenue optimization with the sharp mind of an engineer, she uncovers and seizes opportunities for profitable growth in the US and around the world.

Melissa has established a distinguished career with Gaming Laboratories International (GLI), where she is a key member of the senior executive team. Throughout her tenure, she has assembled teams, developed new markets, and influenced P&L impact, ultimately positioning GLI as the #1 provider of testing, certification, and cybersecurity services to the global gaming and lottery space.

After achieving this feat—a big win for GLI and game-changer for clients worldwide—Melissa steered both GLI and Bulletproof (acquired by GLI in 2016) into untapped verticals: finance, government, healthcare, higher education, hospitality, and retail. An enthusiastic, knowledgeable growth driver who cultivates partnerships and rallies teams, she led GLI/Bulletproof to dominate these markets as well.

Before joining GLI, Melissa shaped and executed strategy as Vice President of Business Operations for LV Investments, where she built and optimized a portfolio of commercial and industrial properties. Earlier, in a very different role as Project Engineering Manager for Fisher Industries, she directed and mobilized a team of 550 employees and contractors to develop the world’s largest concrete bridge. Previously, she headed a major engineering project for Pacific Mechanical Corporation.

A curious, lifelong learner, Melissa holds dual Bachelor of Science degrees in Civil and Environmental Engineering with minors including Business and Mathematics. She is a Karrass Master Negotiator and C4 Executive Coach who actively pursues ongoing education and inspiration as a member of Chief, Austin Technology Council, Austin Women in Technology, and Toastmasters International. In addition to her own personal and professional development, Melissa is committed to helping other people thrive both inside and outside of the workplace. She actively mentors and empowers team members at GLI/Bulletproof, and is an executive leader and coach for Global Gaming Women. She founded Young Nonprofit Professionals Network (YNPN) Austin and is a current or past board member of many organizations, including Emerging Leaders in Gaming, Ballet Austin, Texas School for the Blind & Visually Impaired, the Society of Women Engineers, and the American Society of Civil Engineers. She has been a Junior League volunteer in Austin, Las Vegas, and Reno for 15+ years.

Throughout her career, Melissa has inspired individuals, teams, and entire organizations to think differently about innovation, cybersecurity, leadership, and business development. She was honored as one of the “Emerging Leaders in Gaming: 40 Under 40” and she continues to share her ideas and expertise through publications, podcasts, webinars, and presentations.

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This is the Executive Connect

A show for the new generation of leaders. Join us as we discover unconventional leadership strategies not traditionally associated with executive roles. Our guests include upper-level C-Suite executives charting new ways to grow their organizations, successful entrepreneurs changing the way the world does business, and experts and thought leaders from fields outside of Corporate America that can bring new insights into leadership, prosperity, and personal growth – all while connecting on a human level. No one has all the answers – but by building a community of open-minded and engaged leaders we hope to give you the tools you need to help you find your own path to success.