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M&A Science Podcast Episode Summary
Episode Title
Buyer-Led M&A: How To with Carson Group's Michael Belloumini
Host
Kison Patel (Founder & CEO of DealRoom)
Guest
Michael Belloumini (Senior Vice President, Mergers and Acquisitions, Carson Group)
Overview In this episode, Kison Patel interviews Michael Belloumini, who discusses Carson Group's M&A strategy, which emphasizes a buyer-led approach. Michael shares insights on sourcing external deals, managing concurrent transactions, and ensuring cultural fit during mergers and acquisitions.
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Key Concepts and Insights
Buyer-Led vs. Seller-Led M&A
- Buyer-Led M&A:
- Focuses on proactive sourcing by the buyer.
- Allows for more control over processes and outcomes.
- Typically involves longer timelines but less competition.
- Seller-Led M&A:
- Reactive approach where buyers respond to opportunities presented by sellers, often through investment bankers.
- Can be quicker in closing but often entails higher costs and competitive bidding.
Carson Group’s M&A Strategy
- Transitioned from internal partner investments to aggressively pursuing external acquisitions.
- Emphasizes building a proprietary sourcing engine:
- Utilizes data, outreach, and coaching to identify potential acquisitions.
- Engages a network of 55-60 centers of influence (COIs) such as attorneys and CPA firms.
Managing Concurrent Deals
- Carson Group successfully handled 14 transactions in one year.
- Emphasizes specialization within the team to manage concurrent deals efficiently:
- Dedicated roles for sourcing, analysis, and execution.
- Focuses on identifying the best opportunities rather than dabbling in all potential deals.
Importance of Culture Fit
- Culture fit and trust are pivotal for the success of M&A transactions.
- Relationship management is crucial; advisors often choose firms based on personal connections.
- Michael emphasizes that the human aspect cannot be overlooked in business transactions.
Due Diligence and Integration
- Diligence processes are standardized but vary in approach based on the type of M&A (buyer-led vs seller-led).
- Integration planning is crucial and takes about 12-15 weeks post-LOI (Letter of Intent).
- Carson Group uses a one-stage close model to streamline transitions for new acquisitions.
Leveraging Technology
- Carson Group adopted DealRoom to enhance efficiency in managing their M&A pipeline.
- The platform allows for better tracking of deals, due diligence, and overall management of multiple concurrent transactions.
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Episode Chapters
- [00:01:00] Introduction: Michael’s background in M&A and move to Carson Group
- [00:05:30] Building equity partnerships with independent advisors
- [00:07:00] Carson’s first external acquisition and shift to full ownership deals
- [00:08:30] Sourcing strategies: banker-led vs. proprietary sourcing
- [00:12:00] The case for buyer-led M&A: process control and long-term outcomes
- [00:31:00] Integration strategy and Carson’s one-stage close model
- [00:37:00] Why Carson adopted DealRoom to streamline pipeline and diligence
- [00:44:00] Culture fit as a non-negotiable deal criterion
- [00:50:00] The craziest thing Michael’s seen in a deal
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Key Takeaways
- Emphasizing a buyer-led strategy can yield better control over M&A processes.
- Building relationships and trust are essential for successful M&A.
- Leveraging technology, like DealRoom, can significantly enhance M&A operations and efficiency.
- Cultural fit should be a priority in M&A decisions as it impacts long-term success.
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This episode sheds light on practical strategies and insights that can optimize M&A practices, making it a valuable resource for both seasoned practitioners and newcomers to the field.
Written by AI. May contain mistakes. Listen to the episode to check what was said.
Transcript
Automatic transcript. May contain errors.0:00If you're in corporate development, you know M &A isn't just about closing deals. it's about making them successful. That's why we built Dealroom, the market-leading buyer-led M &A platform. It's designed for corporate M &A teams who need to execute deals efficiently, reduce integration timelines, and free up cash flow faster. No more scattered spreadsheets, lost emails, or clunky tools. That's why we just won best tech provider at the M &A Atlas Awards, because we help teams move faster and make smarter decisions. But M &A isn't just about buy-side. That's why we're relaunching Firm Room, our sell-side and fundraising platform with powerful new features.
0:41Imagine a virtual data room that's simple to use, but also has built-in workflows to track requests, manage diligence, and keep everything moving. Now add AI contract analysis to review customer, employee, and vendor agreements, spotting key risks like change of control provisions or consent requirements in seconds instead of hours. Whether you're raising debt, equity, or selling a business, you'll always be deal ready. Don't take my word for it. Visit firmroom.com and start your 14-day free trial. No credit card required and compare it head-to-head with any M &A tools. See the difference for yourself.
1:22Here's to the deal.
1:29Sick and tired of running M &A deals on the seller's terms? or worse, the banker's terms, it's time to flip the script. The Bayer-led M &A Virtual Summit is a full-day event designed for corporate acquirers who want to take control of their deals from sourcing to integration. Join us for a live M &A Science podcast episode with IVC Evidentia, the world's largest veterinarian roll-up. Learn how they pull off 300 acquisitions in a year across 11 countries, at scale, at speed, and without the chaos. And hear how Brenton Point Capital Partners, Easton Select Group, and others scale roll-ups at speed.
2:12You'll hear from top M &A leaders, corporate development teams, and integration experts as they break down real-world strategies. No fluff, no high-level theory, just tactical insights from M &A leaders who've been in the trenches. It's completely virtual. Completely free, so anyone can join from anywhere. You know other M &A conferences will charge you big bucks for this kind of content. Here you don't pay a dime. Check it out yourself at dealroom.net slash summit. Or look for a link in the descriptions. See you there.
2:59I'm Kisan Patel and you're listening to M &A Science, where we talk with deal professionals and learn valuable lessons from their experience. This podcast focuses on stories, strategies, and what actually happened during M &A deals.
3:23I'm your host, Kisan Patel, CEO and founder of M &A Science. Joining me today is Michael Belwomany, Senior Vice President of Mergers and Acquisition at Carson Group. Michael leads the firm's external M &A strategy, focused on building proprietary deal pipeline and driving acquisitions from sourcing to signed LOIs. Carson Group is one of the fastest growing firms in the industry, completing 14 transactions in the past year alone. Today, we'll explore how Michael and his team have developed a buyer-led M &A approach, their journey from internal acquisitions to external growth, the challenges of scaling concurrent deals.
4:01Michael, how are you doing today? I'm great, man. I'm excited for this. I've been looking forward to this. Thanks for having me on. Thanks for taking a break from doing deals to have this conversation. Hopefully, we're going to sign LOI today or tomorrow. So it's a good time to take a little break. Hey, we're here live in Omaha, Nebraska. This is Carson Group Global Headquarters. It is. Our founder, Omani, calls us the center of the universe. And look outside today, it doesn't quite look like it, but this is a special place to be. I like it. Hey, you brought me to my roots. A lot of you don't know, but I actually grew up in a small town, Nebraska.
4:30Happy to be here as well. A prodigal son. Exactly. Can we kick things off a little bit about your background? How'd you find yourself? Yeah, no, I appreciate it. I've been in this business over 20 years now, which is mind-blowing to say. I spent the first, call it, 17 plus years at one of the country's largest independent of broker dealers, which is headquartered here in Nebraska, wore a lot of different hats. I started my career as a consultant and a coach, helping financial advisors build a more profitable, efficient, satisfying practice. Moved into an executive role where I led our relationship management, strategic pricing, some growth initiatives, moved into business development full-time for about a decade, and then also did M &A.
5:09So as a firm, we were buying small regional broker dealers and converting those into OSJs or producer groups. So that's how I got my feet wet on the transaction side. I was hired by Carson a little over three years ago. I have changed companies one time in my entire life, which I think makes me odd nowadays. But I came over here to build an external arm. So when we talk a little bit more about Carson and how we got into M &A and our transaction history, it's extensive. But a lot of that's been internally focused. And just over the past three years, have we really turned that lens outward to try and find new opportunities with advisors that are looking to solve a problem and joining Carson as a Carson Wealth office through a transaction.
5:54So I lead those efforts. Can you tell me more about the Carson Group's M &A strategy in terms of how it's evolved? Yeah. I think you've seen a lot of that shift and then we can get into some execution. If you look at our firm, historically, we launched the coaching business back in 1993. That was highly successful to this day, still probably where most people know the Carson brand or name. We were one of only a few firms out there that were doing focused coaching for financial advisors on the independent side. We launched our partner program in 2012. And the idea was the hardest part of any coaching program is implementation.
6:31So if you can outsource the implementation to somebody else and allow yourself to take off those hats that you shouldn't be wearing. No advisor likes being a CMO or a CTO or doing HR reviews. So if they can get rid of some of that and outsource that to us, the thesis was they're going to grow faster. That's been proven now over 13 years of being in existence. These are coaches for financial advisors? These are coaching members. So financial advisors that were in our coaching program that then joined our partner program, which is a 1099 independent contractor position. They still own their own business.
7:06But fast forward about, I'll call it seven, eight years ago, some of those advisors were looking for minority investment. These are all independent advisors on your platform. That's exactly right. We've got about 165 or so independent offices around the country. But what we found with these offices is they needed to solve for a couple different things. One was they wanted to grow. So access to working capital that they could go out and make their own acquisitions or inorganically grow. They looked to Carson. we would invest up to 25 % in general so that they could have some working capital to go out there and acquire additional practices.
7:43But more often than not, we saw these folks raise their hand and say they wanted access to Carson equity. They saw what we were doing and what we were building, and were willing to exchange a portion of their equity for ours, a commensurate amount, so that they could essentially diversify their holdings and be a part of the Carson story. So when you look at the minority investments we were doing, our first four wholly owned offices were minority offices first. Our first external acquisition didn't actually happen until 2022. I had nothing to do with it. That predated me, but I was brought to do more of that at scale.
8:17This really has evolved. So the partners, are they RIAs? They're IAR. So they are part of our RIA. Yes. Okay, you're an RIA. Correct. These are R-A-I-R. RIA is a registered independent advisor. Right, yeah. IAR is investment advisor representative. We love nomenclature and acronyms in this business. Every industry does. I want to learn a little bit of it. It started off with, hey, we're going to lend you money so you can start doing some of these activities, do acquisitions. And then they got to the point where, I want to take some chips off the table. You became an equity investor in these partners, which is like, great, you're buying into ecosystem.
8:55Then now, more recently, it's going outside of that. Correct. And saying, hey, let's look past this and see what's beyond. How did that shape? What was the first deal and how did it evolve? First deal actually came through our sales channel. That's still an area that we're a little bit different. We have this highly talented business development team that focuses on new partner-ups. So they're looking for advisors that are looking for a tech stack and marketing and support compliance, all the things we do that maybe don't want to sell. But every now and then that conversation shifts to what would this look like if I did sell?
9:26What's my valuation? What would life be like under the Carson Wealth umbrella rather than hanging my own shingle? So the very first acquisition we did external was a firm by the name of Karn Cousins in Hartford, Connecticut. Unbelievable firm, two founders. The father of one of them had mostly retired from the business, but still involved. And they were looking to solve for succession for one of the senior partners. So we were able to craft a valuation and a story that made sense for them that allowed them to come over to Carson, join our ecosystem, take on the Carson wealth name, and take off a few of those other hats.
10:02So not having to hire, not having to run a budget, not having to run a business. Frankly, there's a lot of really successful financial advisors that are, by their own admission, terrible business owners. They didn't get into this business to run a business. They got into it because they love working with clients and helping people save for retirement and managing money. I can see that. There's like parts in our own business I prefer not to do. I'm sure. I'm sure. Okay. So then, and then you continue doing deals. What does that look like now? How it's evolved? Like how many external deals have you done?
10:33What's the pace of doing the internal partner ecosystem deals? Yes, we exploded. If you look at 2022, we had two or three investment bankers that would send us a SIM or a teaser when they had an interesting opportunity. We probably looked at maybe 20 to 25 potential deals. A lot of the deals that we were looking at though were sourced internally. So we had to go out and find it. I've been in this business a long time. So I reached out to most of the bankers that I knew and a lot that I didn't know, frankly, and built relationships. Now we've got a network of 55, 60 COIs, whether that be attorneys, CPA firms, investment bankers, third-party independent recruiters that are out there as a full force multiplier for us that are finding potential opportunities and sending them our way.
11:20And then in addition to that, which we're going to talk about here in a moment, we're proprietarily sourcing quite a few of our own. So just trying to hit the market and be intentional with who we want to buy and maybe not be involved in such a competitive process. Can we break down the differences between doing the internal acquisitions versus external? I want to understand the difference because you would assume doing the partner ecosystem is going to be easier because there are people you're familiar with, you understand the working relationship and so forth. And then external, bigger variable, like how long do you get to know them for?
11:52And yeah, just love to hear your experience. What's the difference? Yeah, there's truth to all that. We've got a gentleman on our team, Mike Weger, that is unbelievably talented. He's leading our efforts around internal purchases, him along with Nick Engelbart. And it is a different process. There's usually a lot shorter close period. We do know them. They're familiar with the Carson story. They've already bought into the Carson ecosystem in many ways. They've already joined us as a partner. Maybe they've already done a minority transaction with us. So it's more about solving that sort of final step and what their career might look like.
12:25And more often than not, taking care of their second generation advisors. So making sure that there's incentives for the next generation to grow and prosper without necessarily being a business owner at a local level. Wait, let me say shorter timeline. What are we talking about? The G1 advisors that are getting out. I'm just talking about the end of their career. It's usually the fact that they're talking about a full acquisition. They're looking to retire. Yeah. They're looking at what the end of the road may look like for them. Not always, but often. Time frame for the conversation from like first convo to LOI to close.
12:56It can ramp up quick. We have an event in May. It's our partner summit where we do the equity performance, a state of Carson, and talk about how our equity has done over the past year. When we do that, Mike's got the fullest pipeline he's had all year long. A lot of those will close same year. So some of those conversations start and end inside of, call it three or four months. Whereas external, especially if it's a banker-led deal, you're probably talking like seven to nine months from the first contact until the point that they actually close. On a banker-led process? Absolutely. Why wouldn't they want to rush and get it done quickly?
13:30They want to rush it. We don't want to rush it. And I guess that's the difference between seller-led or buyer-led too, or one of many differences. Part of moving that business is making sure, since we're moving client assets and investment strategies and all of that, we want to make sure that when the advisor becomes effective with us, so they become an IAR of our RIA, they know what they're doing and it's not spinning wheels on day one. They're meeting with clients, getting signatures, moving accounts, and we're wiring them their closing funds and saying, hey, welcome, you're the newest member of the Carson family.
14:00That's a good thing. It's a very good thing. Just to buy related, I am curious because what you described in the beginning seemed like subtle lead, which is typically a banker brings you a book and then, hey, how do we justify doing this deal? At the same time, while you're trying to figure out how to do the deal, there's some strict timelines for you to be incentivized, to keep engaged and close quickly. And then over time, like you mentioned, you're starting to do proprietary deals and have evolved to buyer lead. I'd love to just hear from your perspective, for the differences between the two approaches.
14:33People ask me, but you're the guy that's out there doing deals. Kisan, I think you nailed it right there. A seller-led approach is almost 100 % reactive. There are nuances to that. There's relationship management you can do with bankers and COIs to cultivate that, to make sure that when something does come up, you're top of mind. But you can't do that constantly. I can't call a banker every single month and say, send me your best leads you've got, or we want to take a look at everything under the sun. And frankly, those are expensive. When they go to auction and we're one of 40 firms that is involved in the process, usually you're paying top dollar for that property.
15:09Whether it justifies the price or not, a lot of times. We try to control what we can control. And that is, can we go out and find our own deals? And we have three main avenues that those come in. One, we still run that coaching organization. And we have a lot of long-term coaching members that are not part of our ecosystem that are now looking for succession or an equity partner. And we just closed one of those last year, Brian Sweet, who ran an unbelievable firm in Minnesota. Billion-dollar-plus firm, double-digit organic growth rate, really strong bench strength. They weren't on our platform, but they've known Carson and been friends of Carson for 20-plus years.
15:47Having that proprietary flow from the coaching side is important. We also have our business development team that's looking for pure partners that, as I said, sometimes turns into a potential transaction. And then I've got a gentleman on my team who runs a campaign to go out and identify the fastest growing RIAs in this country, stay top of mind, and touch them with email, voicemail, phone calls, on-site visits, whatever we can do, so that even if they're not ready to sell today, when they are, we're the first firm they think of. And we closed a deal out of that last year. So you got the network, and then you said the business relationships, or the business?
16:25A business development team. It sits here in Omaha. Oh, the biz dev team. Okay, so biz dev team. And then the third one is like your own? That's our own team managing that. Yeah, so we are scrubbing data and finding or using lists to find the fastest growing RIAs across the country, segmenting that list out based on usually AUM or growth rate and then reaching out to them. So it starts with phone call, followed up by emails, followed by onsites or whatever we can do to get that closed. Okay, so let's compare the differences. So there's the way you source them. There's those areas you mentioned, which is unique to your company.
17:00Everybody doesn't have access to those relationships. On the seller-led, that's typically coming from bankers. Mostly bankers, yeah. Mostly bankers. Is there other things that can come from seller-led? Basically anything that's packaged up. Yeah, attorneys have been a decent lead source for us as well. There's some great firms out there that represent both buy and sell side that sometimes are hired to do legal work, know our firm, know how we do things. and we'll introduce a more friendly deal. Okay. Would that still be buyer led or seller led? No, I'd still say that's seller led. That's still seller led.
17:30Okay. Yeah. Not necessarily directly for... Yeah. Okay. Fair enough. And then, okay. So there's a way you source the deals and how it comes packaged. I would say there's some benefits having a deal packaged. Like right now... Oh, yeah. I'm working on a proprietary deal and just getting the data already is like, this is a more... Because you got to get them to trust you. Even though an NDA sign, it still is a level of like, all right, I still need to get a little more trust apparently. And then you get the information where a seller led, things are like ready to go. Yeah. And that goes back to the price question earlier.
18:00You do get what you pay for. So just I'll use an example. There's an investment banking firm out there called Echelon. They're amazing. The way they package the data and prepare a financial package for prospective bidders makes our work a lot easier. But you're going to pay top dollar for them. But they always close. So if they're seller led, generally speaking, they have representation. somebody that's motivated to sell, the likelihood of that closing, that transaction being successful, oftentimes it's pretty darn good. When it's a proprietarily sourced deal, you might not pay top dollar, but they usually don't have their data in a great spot.
18:36You're having to coach them on putting together what a financial package might look like. And you do an awful lot more emotional management or coaching. These are sometimes people that are not entirely dedicated to a transaction. So they're still sort of working through all the emotions around what it might look like to take my name off the door or join a larger firm like Carson. There are certainly benefits to both sides and you need a healthy flow on both sides. We can control what we can control. So we want to do as many proprietary deals as we possibly can, knowing that we don't always have control over that seller-led process.
19:12Pros of a seller process is that it is prepped and packaged. So it's a lot easier to invest the time to review it and come up with your assessment of value. On a buyer-led, the pro is less competition. Exactly right. The minus on a buyer-led is that you're going to have to do more work to prep the company. You may have to play some psychology therapy. And it takes longer. Okay. And it's going to take longer. It will. Okay. And then, so then we can say the pro of a seller process is faster. Absolutely. Con in the seller process, more expensive. Very much so. How much more do you think? Oh, I would say on average, at least a couple of turns on EBITDA.
19:51A couple of turns on EBITDA. Yeah. It's a lot. Especially when we start talking about some big firms. You know, and I meet a lot of people that just like don't want to do any proprietary deal sourcing. They're like, no, no. Bankers bringing us enough deal flow, blah, blah. But I'm like, there's some rewards of doing a little. I guess good for them. It's different. if you're going to be a little bit more opportunistic. And frankly, not every firm has the same access to capital that a firm like Carson does. So if you only do one or two deals a year and you don't have the bench strength or the team that we do, or many of our competitors do, it makes sense to just wait around for those seller-led deals that are packaged up.
20:27You do less work. You might pay more, but you're pretty sure they're going to close. But with the goals that we have and how aggressive we are in this process, knowing that we are a growth company, like first and foremost, through and through, we cannot just sit around and wait for those seller-led deals. We got to go find our own. Let's talk through sourcing. They'll come back to the execution and compare the execution part. Your buyer-led approach. You mentioned you got those three big channels. You got your network, you got biz dev folks, and then you're also doing your own research as a primary.
20:55Obviously, you sort of build a list of opportunities or you get a warm lead. What does it look like? Is it a warm? It sounds like there's warm leads where, hey, I know so-and-so is interested in selling. and then there's you reaching out completely cold. Does that sound right? Yeah. Warmly is pretty easy. I think that's straightforward. It's like, hey, Michael, you got to go talk to this person. I'll make the introduction. And that's how you get the first meeting. Yeah. Let's use coaching members as a great example. Oftentimes, the coach has a relationship there that extends back decades in many cases.
21:24So they've seen this advisor grow from 50 to 100 million to in some cases, a billion dollars plus and have grown from running a book to a business to an enterprise. They're now at a point in their career where the idea of approaching an institutional buyer like Carson might scare them still, but they're more open to Carson than anybody else because they know us and they trust our coach. So it is a warm lead in the sense that they know the story, but they only know a small sliver of what that Carson story is. They know the coaching side. They might not know how we run an M &A process and might not know what life looks like after a transaction.
22:01So there's still quite a bit of education that we're doing, but we rely heavily on that coach to stay involved and be a coach, not just on the business, but also on the transaction to help them walk through the process with us. Whereas you're right, if it's a proprietary deal that we're sourcing just by picking up the phone or combing through lists and finding an ideal candidate, you're telling the story from scratch. So it's a little bit of the knocking on the door and say, hey, I'm going to buy your house. What will you take for it? Sometimes people have already thought about that. And I do think at least in our business, the secret is a little bit out.
22:34A lot of people know somebody that's transacted now. If you would ask me 15 years ago, most people just assumed you approached an advisor at the golf course or at the local FPA meeting and said, hey, I'm interested in selling. What will you give me for it? Now we're talking about these businesses that are worth substantially more than they ever thought. And they know somebody that's gone through a process. So now there's a little bit more familiarity with what M &A actually means. It's not just one advisor buying another advisor's book of business. What's your outreach sound like? Oh, you got to ask Jeff.
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23:05He's the one that's making all the calls. In large part, it's, hey, in today's market, your firm has never been more valuable. Have you thought about, or do you have a thoughtful plan around continuity and succession? And more often than not, it starts with, oh yes, I do. I've got a junior advisor that's going to buy this from me when I decide to retire. And then it's a pretty simple exercise to go through current valuations. And they realize very quickly that second generation advisor, more often than not, cannot afford to buy that business. Not when these things are going for, in some cases, 50, 60,$100 million plus.
23:39Wow. I like it. It's pretty direct without being too direct. Realistically, there's a demographic tailwind for us. Most advisors are aging to the point where they need to start thinking about what a continuity plan looks like. For a lot of them, five, six years ago, it was, all right, if I get hit by a bus, who's going to take this thing over? You can do that, but think about the value you're leaving behind if you don't proactively sell. And there's some really great studies out there. You're more valuable seven years before you retire if there's growth than at any other point in your career. So why would you not want to take advantage of that and start building a plan around that and look at the market maybe eight years before you're going to exit so that you can maximize the enterprise value and make sure your clients, your stakeholders, and most importantly, your family is taken care of.
24:28That's true. There is like a best time to sell. I learned that the hard way in a previous venture. They're definitely mindful of it. And it's hard to. I don't know if you have to do like I did, screw up once, and then you're super mindful of it. But at a good point, if you can educate that person that may not be familiar with it. I had a conversation yesterday with a prospective seller and they're growing at like 30 % a year, which is just like 10 times the industry average. And that's net new asset growth. We get on the phone and one of the first things he says is, I'm not interested in selling the whole thing right now.
24:55And I say, well, you shouldn't be. Why would you sell the whole thing right now? But he's in his 70s. So now the math becomes a little bit trickier for him because how long do you keep that growth rate up? You are certainly more valuable today than many other firms of a similar size because your growth rate. But if you've got five years left, you need to start thinking about locking in that value now rather than waiting until you're a year before you're going to retire. Because nobody can count on that growth go forward if you're not in the picture. Do you convince people to sell? I don't think you do.
25:24Maybe I sound like I do, but honestly, I'm a big believer that if somebody's not ready, if they haven't made the mental connection that it's time to sell, it's very difficult to get them pushed off center. Because that's how you get into those conversations where it's like, all right, let me see, what's my value? Everybody's curious what the business valuation is. Or maybe it's, let me see what a minority investment might look like. Or maybe I'll talk to you about a direct partnership opportunity or coming on as a 1099. But those are a lot less likely to close. Frankly, it's somebody that's made that mental decision and it's finding the right buyer that has the right solutions that gives them the right valuation and structure.
25:59That's where we win. Then it comes down to trust. Absolutely. Yeah, they're buying you more than even sometimes they're buying the firm. It's not objectively purely the price. It's other factors that go in. They got to take care of my people better, legacy, so forth. Do I just like them in general? I'll tell you what, there's nothing harder than being on the wrong side of that transaction when they don't pick you because they like somebody better. But that's life. M &A, at the very end, some of this is just a coin flip. You can put your best valuation forward. You can tell an amazing story, and we're going to win more often than not.
26:30But sometimes you don't. And sometimes they just have a connection with somebody else they just feel a little bit better with. And that's okay. Oh, interesting. I'm shopping for debt in a deal I'm working on, and I'm having all these conversations. But you're like, all right, we're talking some point difference at the end of the day. Then you're like, give me a work with who I like and believe can actually execute. That's it. It's not just about the best offer. That's one of the things I love about this business so much is the whole sort of old adage about it's not personal, it's just business.
26:59That does not apply to the independent wealth space at all. There is nothing stopping clients from walking out the door tomorrow. If you're not delivering on your service market, you don't own the relationship. You might legally own the relationship, but they can go hire a different advisor. Same can be said for a firm like Carson or an RIA on our direct partner side. We're not delivering the value. Those advisors are going to leave. So it has to be personal. Some of my best friends are advisors of ours or advisors at the prior firm that I worked for. That's what makes this such a unique business.
27:31There's so much built up into the goodwill. What do you do, Bill Truss? Oh man, that's a good question. Be authentic. I'm a big believer that we sell better when we believe in the product we're selling. I do. And I always have. And I've been fortunate in life to only work for two companies where I did believe in that product. I think that conviction comes through. So be authentic. Be open. Tell people bad news the minute you know it. That goes a long way towards building trust. Don't hide behind email. Pick up the phone. More often than not, people see that and they respond to that. That's good.
28:03You do dinners, drinks, stuff like that. FaceTime is like what I'm learning is like such an instrumental thing. I agree. The world kind of got away from that a little bit during the pandemic too, for good reason. But man, I'll tell you what, I remember the first conference I went to when the world started opening back up. And there's 5 ,000 people there and everybody's hugging and back slapping. We were craving that human connection. And I'm a huge believer that you cannot do a deal with somebody unless you've sat knee to knee. We require folks to come out and see us and we are going to go out and see you.
28:34You should know that we're not a fly-by-night company. Likewise, I kind of want to see the space that you're in right now so that we feel really good about what we're getting into. You ever done that? Where you met somebody and get all cringe feeling and say, I can't do this deal? A hundred percent. Really? It was in the city of New Orleans. I'm not going to mention any names, obviously, but it was one of those where I sat down in the way they handled themselves, the way they treated the waitress at this restaurant we were at. I walked out of there and called my associate back in Omaha and said, burn the file.
29:02There's absolutely no way we're doing business with this person. Build trust. Then you got the process in place where you'll collect NDA, get some information, come up with the valuation, which I'm assuming you got pretty standardized. I'm curious about the structure of the deals. What does that look like in your space? Is it all cash? Are you using earnouts? Have a seller hold note? Most deals in our space look pretty similar, frankly. I usually know because if we lose a deal, I'm getting intel from either the banker or the seller, depending on the situation. So generally speaking, and this is also where proprietary versus seller-led really comes into it.
29:37If it's more competitive, then there's more down up front. But generally speaking, you're seeing 60 % to 70%, 75 % of the total consideration paid up front at close. The remainder is usually broken up into two different earnouts. So there's usually a retention earnout at the end of the first year, which essentially just measures gross revenue. And as long as 95 % of the gross revenue is there, that gets released. The growth earnout is paid at the end of the third year. And that's a formulaic approach to growth. So we are allowing the advisor to participate in the upside. And for every percentage or two of organic growth or inorganic, frankly, if they go out and bring us new potential deals, then they can qualify for certain tiers of that growth earnout.
30:20So the overall headline is the overall valuation. And that's usually split. call it just for simple numbers, 70 % upfront, maybe 10 % to 15 % in the retention and the rest in the growth are known. That's helpful. Keep a tail, keep them engaged. Yeah, absolutely right. Let's talk execution. What's the difference between executing a seller-led process versus a buyer-led process? We have a really good team and we've built quite a bit of muscle memory over the last three years to make sure that we can support this because we are at any given time running three to five concurrent deals. So the difference between the two processes, I would say, is when you have a seller-led deal, they usually have their external stable of folks, so their own attorneys that they recommend, maybe their own CPA firms that they recommend.
31:07You have a little bit less control over how that process unfolds. You have your own integration process, but the players at the table, you don't have as much control over. When it's a buyer-led process, we have our stable of attorneys and CPA firms or folks that we can recommend, which leads to a better outcome for all involved, mostly because those attorneys already know what our purchase agreement and employment contracts and subscription agreements look like. So we're not going to fight over red lines on a contract that are pointless or that we aren't going to negotiate on. They know what they can push on and what they can't push on.
31:43And we can control the service delivery. We know we're recommending people that are going to provide white glove service and an extra level of support. So on the cellular process, they'll actually recommend attorney for you to use? They will, yeah. They usually have their own that they really enjoy or like working with, which doesn't always bode well for us. But then who's the different attorney than the seller? Yeah, that'd be the seller's attorney. We obviously have our own corporate counsel that represents us. Okay, you always have yours. Yeah. But on a proprietary deal, you may have your attorney work with the...
32:17Well, we can recommend an external attorney to work with them. But it's somebody that we have a history with that's closed transactions with us. And we like the way they do business. So you can influence the folks you're working with on the pilot process. Yeah. And that's usually requested. if it's a proprietary deal, more often than not, the conversation starts. They say, oh, no, I've got my local guy or my local gal that I work with. It's a general practice attorney or state planning attorney. Right, right. Somebody that doesn't know M &A or wealth management at all. We can recommend somebody that specializes in this.
32:50Yep. Because it's a whole different ballgame. I had one attorney one time. He's like, well, what's personal goodwill or how does this work? Yeah. Yeah. Well, it happens. You know, we have an attorney. I give everything to our attorney. But he knows enough and that he knows from our business that when it comes to M &A, we need somebody to specialize in it. So that's interesting. So the influence of vendors. How about timeline? So timeline, obviously, somebody's got a big incentive to close the deal as fast as possible versus a proprietary deal. Is there a timeline incentive to close as fast as possible?
33:18No, there's not. when you actually look at us versus some of our competitors, we may take a week or two longer to close a deal, whether it's proprietary or external, because we are very thoughtful in the way that we approach this. So let me give you one example. This is another area we're different than the industry. So we do a one-stage close most of the time. So what that means is when the advisor becomes effective with Carson, they become an IAR of our RIA, we are closing that same day, releasing funds that day, and they are moving client accounts that same day. We have incentive to make sure everything is ready and locked up tight before that closing happens.
34:00Sign and close. Other firms might have you become effective. You start moving client accounts. The upfront consideration actually goes into escrow and sits there until a certain percentage of assets transition over onto the platform. Then that gets released. That could be 90 to 120 days after effective date. So since we do a sign and close or a one-stage closing, we are incentivized to make sure that everything looks really good from an integration and transition planning so that there is no waste of time or effort. Is your diligence approach any different between a sell-led or buy-led process?
34:33It's not. No. We have the same due diligence request list that we would send to either prospect, whether it was being represented by a banker or something that we uncovered internally. How about integration planning? Integration planning would be the same as well. We generally take, call it 12 to 15 weeks from a signed LOI until we close, which again is maybe a little bit longer than some of our peers. But that process itself or the checklist is going to be the same, whether it's seller-led or ours. On your seller-led, it's interesting. It's not like a real auction process. Not always. Sometimes it can be.
35:07And that's highly dependent on the representation, whether the banker involved goes to a true auction or if they winnow the list down ahead of time. I assume it's an auction. In this case, it's not always an auction. There are certain bankers we know are going to be one of 40. I mean, they're going to fire out everybody under the sun. They can fog a mirror. Actually, it's not bad. I got one deal I'm working on where there's an advisor there, but it's not one in auction, which is good. It's working out pretty well. But let's say it is an auction. Going back to the diligence integration approach, If it is an auction, are you doing the same level of diligence where you're just trying to compress it and do it faster?
35:45Are you pulling some steps out? And the same thing with integration planning. That's what I often hear is an auction, you don't get to do as much integration planning. You do. It just all happens after offer acceptance. So I think that's the... Yeah. So LOI happens, you're essentially getting the same amount of diligence. Right. And then integration planning. We should still get the same amount of time, but you can't do any of that ahead of time. Right. Yeah. They're controlling the process entirely prior to the signed LOI. Okay. Pros and cons, a lot of just influencing the process itself in that you can influence the vendors because you need to in the proprietary deal.
36:18And then depending on the timeline, if it's auctioned or not, there's a little bit of that in terms of having that flexibility where you can take a little longer and adjust as needed. Otherwise, it seems like the net difference mainly goes to price. Price is the big one by far. Exactly. What's your preference? It depends on the pipeline. If the pipeline is screaming, proprietary deals are by far better. We know we can control the process. We can speed them up or slow them down when necessary. And we're not going to pay top dollar, maybe not paying top dollar. When things get lean, or if we're not seeing the results come in from our proprietary efforts, then I'm ready for a buttoned up seller led process that's got a really good SIM.
36:59Yeah, that makes sense. Concurrent deals. You guys did 14 deals last year. That's insane. You can't do consecutive when you're doing 14 deals unless you're closing them a couple weeks at a time. Even then, you still can't do the diligence and everything. So you're running concurrent deals. How do you manage the efficiency doing that many deals and getting that right balance of minimizing risk and maximizing value? We've had to take certainly a more specialized approach. Rather than everybody being a generalist, we've had to divide and conquer, which is in many ways why Mike leads our internal efforts and I'm focused on external efforts.
37:32We have our own independent teams that are sourcing or working those deals, our own analysts that support us, directors that support us. We also have to be really efficient with our time. This year in particular, the focus is going to be on getting to know fast on a deal that does not fit our ideal criteria. And the ones that do, we're going to go super aggressive, super hard, and put everything behind it. The last thing that you can do when you want to do 14 or 15 deals is take a look at everything and dabble in everything. I'd much rather find those three or four a quarter that really makes sense for us and put in the top offer and show that we want that deal.
38:13Prioritize. Absolutely right. Frankly, I've got to be very guarded with my time. Mike certainly does on the internal side and all of our team has to make sure that we're focused on the right things because this is a huge driver for us this year. How about the concurrent deals and limited resources? They feel like people are probably running more of a full-time role. Unless you have like pure dedicated people for all the different functions to do M &A, it sounds like you're going to end up with shared resources that are working on multiple deals. Exactly right. Yeah. How do you do that? How do you do that without blowing people up?
38:44I don't know that we found the perfect answer on that, honestly. We went from essentially newbies in the space in 2022 to being a top three acquirer last year. That's a pretty short ramp to get from where we were to where we are now. We are hiring. So we have multiple positions open that we're looking for talent, both on the sales side and on the analyst and director side. But we also have to use technology efficiently. That's why we switched to deal room, frankly, was we were not managing our pipeline effectively. And we were in a position where trying to track leads from all these different sources and remembering bid deadlines and due diligence dates and effective dates was getting overwhelming.
39:30And we knew we needed something better than what we were using, which was essentially a Salesforce instance that was built as a generalist for the entire company, not M &A specific. I put a quick disclaimer. Michael is a deal room customer. That's how I coerced him to do this interview. That's right. Now that disclaimer is out there. That's actually a good question. I'd love to hear like before and after because it does sound like running concurrent deals, technologies obviously could be an assist. What did it look like? How'd that happen? Because you mentioned just tracking even the process itself.
39:58As a firm, we use Salesforce as our backbone for almost everything. We have that for workforce management, for advisor reporting, for case management when advisors need to enter something into the system. For a coaching database, it can do all those things, but it's different to track an opportunity on the M &A side than it is to track an opportunity from a coaching standpoint or from a direct partnership. And clearly a lot different steps and a lot more steps on a business integration versus somebody that's just choosing to hire us as their back office provider. So we recognized pretty quickly when we went from looking at three or four deals at a time to looking at 35 deals at a time that we needed a better way to manage this.
40:42We needed a better interface. We needed something that we could use for diligence rather than just an Ignite room or a Dropbox room, something that actually created accountability and tracking and would force efficiency on us was really important. And that's how we ended up with where we did. And I'm really glad we did. We're early in it. We're just implementing. But it is certainly going to be a game changer being able to see the entire pipeline, adjust things on the fly, make adjustments to our process on the fly using the technology, and then get to a part where we can actually celebrate those closed rooms at the end.
41:19That's true. We had this interview in the works before you guys became a customer. So it's early. I like those reasons why the pipeline efficiency, when you raised this capacity of, or looking to raise your capacity of deal volume, since you're expecting to do more deals, and then blending in the execution as opposed to just having one piece of it. I would say speed too. We've got a great technology team here, but they're generalists for the entire organization, which is 400 stakeholders and 400 or 500 advisors out there. So when we needed something changed, we had to go on a prioritization list and kind of sell why we needed something changed.
41:56Whereas when we can control our own environment with Dealroom, it's really easy for Mike or Brad or any member of our team to change the process or change label. All that stuff that maybe took a little while in the past is instantaneous for us now. At some point, I'm going to come revisit you. in like four or five months and hopefully convince you, like compress your timelines to get deals done. Now say it does that, right? Say it does like whatever, 30 % reduction. Do you think it'd actually save money? Oh, absolutely. Because it's all the hourly people. Human capital alone to look at a deal and know that you put seven and nine months of work into it and all the people that touch that, even if you can shave a week or two off, you're talking about real money when you consider how many people are involved in the execution of one of these.
42:40I'm really, really optimistic on AI because we built some component for the contract analysis. But now we're doing a second tier where it's really around the whole process. It's going to be a big game changer. So I'm looking forward to working with you too. I got to admit, I know very little about it, but our strategy officer, Danny Fava, is like a brilliant mind, huge believer in AI. We plan on being at the forefront of this, especially when it comes to advisor efficiency. If we can save an advisor a little bit of time prepping for meetings or doing their portfolio analysis, then we know that's going to translate to real money and better outcomes for the client.
43:16Were you involved in the selection process for Dealer? I was not. No, Mike was. I'm going to go talk to Mike. You need to talk to Mike. Tell you what though, I saw it. When I got to see it, I was a loud voice for, yay, let's do this. Awesome. I like to hear that. I want to hear from him because like I said, I wasn't involved. The team was and they kind of... No, I haven't. We had a whole different thing. Mike and Brad led that process for us and reported back. We have a larger group that meets on Monday afternoons. We got to live vicariously through them as they chose the vendor, but I'm sure glad where we ended up.
43:45Yeah, I used to say it worked out ironically because I was Amani. I'm going to be talking to you later this afternoon. And I was like, wait a minute, you guys are customers of ours. So it was real fun. So going back to deals, one of the things I'm really curious about, a lot of these companies are acquiring, they're smaller. And this is always a thing that is very underestimated for a seller is how taxing the diligence process is. Oh, yeah. How do you balance doing through all diligence without pulling up the seller? Freaking them out, yeah. This is like the most underestimated thing for somebody selling a business.
44:19I did a podcast with one of our partners and we were talking about the integration planning. And this is where we spent quite a bit of time. It's two different work streams. At the beginning, it's about getting necessary data to do evaluation, which is very different than quality of earnings and tax returns and a vendor list and product list and all of that. So at the front end, we don't want to scare that person away. We want to make sure that we get enough data to feel comfortable about the valuation we're placing on that company and know enough about the organic growth rate and how they meet with clients and deliver something.
44:56And we know that what we're asking for is going to be asked for by any of our competitors. So it shouldn't scare them off when we say, hey, we need two years of production reports or we need a P &L. Those are basic things for them to put a valuation on a business. Diligence though, we don't start that usually until the LOI is signed. And that's the one that you have to coach through. That's again, where maybe not delivering bad news early, but at least being forthright with what this looks like. I remember one of our deals, they described it as a financial enema and maybe a little bit crass, but probably not that far off base.
45:30It feels uncomfortable to turn over all of this data about you and the business you've run, knowing a lot of times that you haven't run the greatest or most attractive business. Giving that over to somebody and putting everything together. And then also dealing with all the follow-up requests is a lot. Yeah. A lot of it's just giving a heads up. It's just relationship management and coaching, honestly. Because they got to do it. We have to get there at some point. And I'll tell you, when you set proper expectations and folks know what they're getting in for, it's amazing how fast they can pull it together.
46:04I mentioned Brian Sweet earlier. They had 70 % of the data ready in the first week. Just flew through the due diligence list because they had an amazing staff and a lot of prep. You nailed it, Michael. It is setting expectations. Yeah. I've been in that where I didn't want to remember. I was doing like an SBA loan. For some reason, you think SBA is going to be easy. just for some reason. The way they like, the whole thing, the way they explain it, the small business administration behind it. We built this program for small. It's just like the worst. It is the worst. But you know, if they would have came at me with like, hey, you know what?
46:41This is brutal. Blah, blah, blah. This is going to be really rough. You're going to hate us later for this, but eventually you'll think us. It's going to result in something good, but you're going to hate us in the meantime. I wouldn't have felt as bad. And hopefully the tech. My big frustration too is when they get redundancy of requests. And this is the third. And you go back to the email where you already sent it to make a point that you already sent it. But then you became passive aggressive. So I'm hoping that some of the stuff. Oh, absolutely. You know, hey, create a better incoming experience for the people as well.
47:09You talked about trust earlier. It's pretty easy to start eroding that trust when you're asking for the same thing the second or third time. Yeah, that's actually a really good point. Any parting advice to deal makers out there, your peers? Be really intentional with what an ideal fit is. One of the things I love about this business is there's a home for everybody. And I'm just being honest. There are two dozen great firms that do what we do in some fashion. And everybody's got a little bit of a different twist or niche or focus. If one firm's not the ideal fit, that's okay. There's somebody else that will do it for you.
47:45Find the right firm. And if you're a buyer, find the right seller. Make sure they fit what you're trying to build in the community you have. Because man, there's nothing worse than letting the wrong one in. I'm going to confess something to you. You let the wrong one in. I haven't yet. I haven't yet. But I will admit, I don't know if it's like a disease. It is a disease, but I have deal fever. Yeah. I definitely do. Because the way I've been looking at deals, and I love that I split it with our COO. Because I'm like, at the end of the day, you have to own this after close. And I say, I'm making you the committee.
48:17You work with the functions and ultimately decide yes or no to do this deal. I'll build a business case. I feel like so far it sounds like a good idea. Maybe not now because everything is getting shot down. I'm finding I like it and there's reasons why. You're like, oh, the financials are superb on this. And it's a deal I know it's very doable. I can get this thing done. And then the stuff where I just, they want to do it. I'm like, this is going to be so hard to do. Like, I don't get along with this person there and this is not going to work. I don't know. But what I've learned is deal fever is a real thing.
48:50And I think this is why corporate development is actually really important. Yeah. You could be the CEO founder in my role. And now I know I live it and understand why deal fever is a thing. So I would put that out there. There's a good reason to have corporate deal. Just be more objective and actually... Oh, yeah. I'm a big believer too in culture being the most important reason to do a deal. I mean, economics, it's amazing. You meet a firm, you fall in love with each other, and you know they're a great culture fit. The money always works out. You both want to get that deal done. You're going to meet in the middle somewhere.
49:19Michael, culture fits if I get along with our CEO or not. That's culture fit. And then again, my CEO had a very different deal of culture fit. He's talked to an engineer, an engineer talked to their engineer. It's like, these guys are not... Engineer teams are not going to come together nicely. No. But I mean, I'll tell you, if there's a red flag on culture, that's one too many, in my opinion. You cannot paper over a bad culture fit. You can't economically massage a bad culture fit. Like really have a good idea of who you're going to be doing business with because they're going to be representing you and you're going to be representing them.
49:52And you're going to see each other in the foxhole multiple times throughout the year. And the last thing you want is that person that sold the firm that is now inside the gates that is just miserable being there or you're miserable with having them. That's true. Something I'm going to learn. I'm going to have to write a little series on how to overcome deal fever. Oh my gosh. Let me know when you do. It's like a founder dilemma too. It very much is. It's hard to look at the full scope. Oh, it is a thing. I totally agree with you. Without a doubt, it's a thing. It's amazing how much more that ramps up.
50:23The closer to the bottom of the funnel you get, you're close to the LOI. It's like everything gets a little bit more exciting. That's what I'm saying. I even got to that point where I blew a bunch of money on diligence. One, I spent a little bit, but still, it's funny. Seven years of the podcast, I was making fun of people who deal fever. Now I got infected. I'm going to start a group. We're going to get a little deal fever anonymous group. But I mean, don't you think it's vital to success? Like you can't win deals if you don't have at least some level of deal fever. It is a whole skill of its own to be that conscious of the objectiveness part where it's like, these things got to add up.
50:57And I think that's where people talk about. Do you guys do deal scorecards? We do. We sure do. We're actually in the process right now of revising ours because we recognize that with all this volume we've done over the last year, we probably need to take a different look as we've moved upstream and worked with more successful firms. What goes into your deal scorecard? There's quite a bit that's just straight quantitative. What are organic growth rates? Is there a G2 in place? Are they in a metro area that we want to be in? Is the growth curve accelerating or is it just a three-year average where it's been flat?
51:25And then there's quite a bit of qualitative things in there too. Do they fit a strategic niche for us? Are they from an underrepresented group that would allow us entrance into a new market? Do we like doing business with them? Are they good people that we feel good about wearing our name? All of that sort of goes into a scorecard. And then we track that over time. And then we also track it along with valuations we're putting on those deals. So if you see something that's a mediocre score with this big old high EBITDA multiple, then we probably need to dial that down. Or if we find that just the scores are sort of out of whack, then we need to recalibrate the scorecard.
51:57But so far, it's been a valuable tool for us. Five-point scale. Anything over a three, we should be pursuing. If it's four or above, let's go all in. I'm going to work on that. That might be a solution to try here is making a scorecard. Michael, what's the craziest thing you've seen in M &A? One of the craziest things I've seen is we had an advisor that closed last year that lost two of their really talented junior advisors during due diligence. So after the LOI, during the process of us really feeling each other out, and it was a panic moment for them. It was a panic moment for us. They did lose some assets as part of that deal.
52:33But I will say that was an example of delivering bad news right up front, showing that you've got a plan around that and that you can solve or mitigate that risk. And then just the faith that we had in that advisor. So I think one of the advisor's concerns at the time was, are they still going to do a deal with me? Or is this thing off the table? And for us to go back and say, hey, we're not going to change major parameters. We might put a little bit more protection around client attrition or retention. But we believe in you. We believe in the team and we've got a plan in place to mitigate this.
53:06And they went a long way to getting that deal done, frankly, and putting them on really solid footing and go forward. So that was, I'd say, one of the craziest things, at least in the last three years I've seen. Let me ask you this, because these are all like wealth manager people. They like see all this stuff that happens, like how people spend their money and this and that. And they've seen other exits. What do they do when they exit? Like, what do they spend their money on? We have one advisor that did retire about a year ago that wanted to go into FinTech. So he's working with a friend of his in the Northeast to develop some level of technology.
53:37I don't even know what it does, honestly, but he wants to go into FinTech and thinks that he's got a future there. We had one advisor we talked to that was super into cars and that's what he wanted to do. It was like build drag racers after he got out. No joke. It's about finding your freedom. That's our tagline. Putting you in a position to find what your next is. Sometimes it's not leaving the business altogether though. Everybody's got a favorite deal. You've got one deal that you just love talking about. One of my friends and somebody that I just have a ton of respect for now, Trey down in Kansas City, his next is he wants to do M &A.
54:11He's talking about, all right, I'm going to build my own network of attorneys and CPAs and solution on the investment side to help mitigate capital gains, liabilities. And he's going to go out there and do exit planning for business owners and wants to find those opportunities where he can sort of act as the investment banker, have that client sell the business, come into substantial funds, and then he gets to manage the assets. And he's pretty damn good at it. Wow. That's cool. That's a really good story. Yeah. That's cool. I was wondering, I want to get the house in the mountains was my thing, but...
54:43Yeah, slow down. Yeah. I don't know if there's anything I'm missing out because the island money thing is like, why would you want to buy an island? I hear you. Maybe that's got to be a whole thing. I should do a study on that. What do you do with your money? after you exit. I'll bet you that's where you find what's the craziest thing in M &A. That's going to be maybe a LinkedIn survey. There you go. This has been a great conversation, Michael. Hey, I appreciate it. This has been a blast. I love doing this. Thanks for taking the time helping me become a better M &A scientist. We got to bring you back home to Nebraska.
55:11All it took was this to get you back. Yeah, I know. What do I got to do here? I got to go get a runza. I got to go to the Haymarket, hang out. Is that still like... For everybody that's listening right now, you got to explain what a runza is. Essentially, it's a hot pocket. It is. You're describing a fancy hot pocket. It's a fancy hot pocket. But remember, even UNL, they'd cater in Runza. It's the greatest. It was a thing. So I definitely got to do that. Is the Haymarket still a thing? Yeah, absolutely. That's a thing. All right. So we're going to hang out at the Haymarket tonight. Old Market, too, here in Omaha.
55:39Old Market. Oh, that's where it was. Haymarket is Lincoln. Lincoln had Haymarket. Now I remember. Lincoln had Haymarket. Old Market here. You should wander down there. There's a whole area called the Capital District that looks totally different than the sort of urban blight that was here last time you were in town, I'm sure. Is that by the old market? Is that right next to it? Right next to it, capital market. Okay. Yep. I'm going to go hang out in the good old Moja. If you've listened to this podcast this far, you are a true M &A scientist. I respect you. I thank you. I adore you. Love to hear from you.
56:07Reach out to me on LinkedIn. I love to get feedback, criticism. Welcome all of it. I don't mind helping M &A people and try and connect the odds. And some of it, it's just I honestly don't get the time. But I can try to turn it into content and share with everybody. Because usually it's the same thing, career advice and stuff like that. Until next time, friends. Here's to the deal.
56:35Thank you for taking the time to explore the world of M &A with our podcast. We love hearing feedback. Tag us on a LinkedIn post, add a review on Apple Podcasts. We'd love to hear from you. If you need help standing up an M &A function or optimizing one that you already have, we're here to help. And if we can't help you, we probably know someone that can. You can reach out to me by email, Kisan, K-I-S-O-N, at mascience.com, or you can text me directly at 312-857-3711. If you just want to keep learning at your own pace, visit mascience.com for a lot more content and resources. That's where you can also subscribe to our newsletter.
57:20Again, that's mascience.com. Here's to the deal.
57:34Views and opinions expressed on M &A Science reflect only those individuals and do not reflect the views of any company or entity mentioned or affiliated with any individual. This podcast is purely educational.
From the publisher
Michael Belluomini, Senior Vice President, Mergers and Acquisitions, Carson Group
Kison sits down with Michael Belluomini to unpack how Carson Group scaled its M&A strategy—shifting from internal partner investments to sourcing proprietary external deals at volume. Michael shares tactical insights into managing concurrent transactions, building a sourcing engine, and executing with precision.
Things You’ll Learn:
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The differences between Buyer-Led and Seller-Led M&A—and when to use each
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How Carson Group built a scalable sourcing engine across multiple deal channels
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Strategies for managing 3–5 concurrent deals without burning out internal teams
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Why culture fit and trust are non-negotiables in M&A success
[00:01:00] Michael’s background in M&A and move to Carson Group
[00:05:30] Building equity partnerships with independent advisors
[00:07:00] Carson’s first external acquisition and shift to full ownership deals
[00:08:30] Sourcing strategies: banker-led vs. proprietary sourcing
[00:10:30] Key differences between internal and external M&A transactions
[00:12:00] The case for buyer-led M&A: process control and long-term outcomes
[00:17:30] How Carson builds proprietary pipeline using data, outreach, and coaching
[00:20:00] Structuring outreach and qualifying prospective sellers
[00:22:30] Building trust in the process and winning deals beyond valuation
[00:31:00] Integration strategy and Carson’s one-stage close model
[00:35:00] Managing 14 deals in one year with a lean team and specialized roles
[00:37:00] Why Carson adopted DealRoom to streamline pipeline and diligence
[00:41:00] How to reduce seller fatigue and coach through diligence
[00:44:00] Culture fit as a non-negotiable deal criterion
[00:50:00] The craziest thing Michael’s seen in a deal
[00:52:00] What sellers do after exiting—and why finding your “next” matters
