What Buyers Want from Bankers and Founders

0:00Andrew Morbitzer:A few months ago, M &A Science surveyed CorpDev teams across the industry on how they're navigating AI in their deals, where they're seeing traction, where they're not, and where they think this is all headed. On August 18th, I'm presenting those findings live at the buyer-led M &A Summit for the first time before the report is released to anyone else. Alongside a very special guest I think you're going to appreciate. Beyond the data, you'll hear from corp dev leaders on what shifted and how they run deals. And Dealroom's team is unveiling something new that's worth sticking around for. Every registering gets a free copy of the State of AI and M &A 2026 report the moment it drops.

0:42Andrew Morbitzer:This event is free, virtual, 1130 to 130 Eastern on August 18th. Register at dealroom.net slash summit or the link in the show notes. Again, that's dealroom.net slash summit. Now back to the episode.

1:00Andrew Morbitzer:I'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.

1:24Andrew Morbitzer:Hello M &A scientists, welcome to the M &A Science Podcast. This show exists for one reason, to learn from the best practitioners actually doing M &A, not the consultants and the academics talking about it. We track down top operators in the world, get them on the mic, and pull out what's really working. And then we turn what we learn into frameworks, playbooks, and the only certifications built on real practitioner experience, not recycled textbook theory. That's the whole engine behind Buyer-Led M &A, the operating standard for buy-side deals where the buyer drives strategy, alignment, and value creation from day one instead of letting bankers and sellers run the process.

2:00Andrew Morbitzer:It matters because the old sell-led model is why most deals under-deliver. Buyer-Led M &A is how the best operators flip that. If you're getting serious about getting better at this, check out the M &A Science Certifications at mascience.com, built from over 400 of these interviews with practitioners who've done deals and actually closed them. Leave the deal on the outcome. Let's jump in. I'm your host, Kisan Patel, Chief Scientist here at M &A Science. Today, my guest is Andrew Morblitzer, VP of Corporate Development at Life360. Andrew started off as an engineer at IBM, spent 20 plus years running CorpDev at Intuit and GoDaddy, where he led 2 billion plus in acquisitions, then crossed over to the sell side as an advisor before coming back to the buy side.

2:46Andrew Morbitzer:That round trip is rare. Most people pick a lane. Andrew's operated in all of them. Today, we're going to get into what buyers actually need from their bankers and what Andrew learned crossing the other side. Andrew, how are you doing? Doing great, Kisan. Thank you. Thanks for taking a break from doing deals and having a conversation with me. Love it. Can we kick off with a little background on yourself? I started WorkLife doing all sorts of cool engineering work, got into product and marketing. I was fortunate enough to find my way to Intuit where I was leading some work on new business ventures.

3:19We had Intuit's first CEO-to-CEO partnership, which was with Google, with whom we shared a parking lot in Mountain View. I was responsible for a decent amount of the work that we were doing in this embedded partnership, two-way embedded partnership. we ended up doing three acquisitions to do our part of the partnership and for me it felt like I'd come home meeting founders evaluating companies trying to figure out how to find the best options to actually create value and just be able to bring everything together from the obvious parts of strategy and business case but to be able to play to my unique strengths around understanding technology products from the humanistic side, being able to form a bond with founders to understand what they really wanted versus just like marketing them or trying to market to them felt magical to me.

4:13And I worked for an individual who's still a prime, maybe they'll prime advisor in my life mentor, Steven Aldrich, who had led all sorts of work to have biz dev strategy, was business unit GM at Intuit. But what was interesting to me getting into this was you hear all these stories about half of all M &A fails. And I was determined that wasn't going to be me. When you make a jump into another job halfway through your work career, you have a chance to be more bold. You're more mature, more confident in yourself. I leveraged being at a great company, Intuit, to get introductions to practitioners of M &A throughout the Valley to try and figure out why did M &A fail at such a high rate.

5:03I read everything I could. There's a seminal HBR case study called Rules to Acquire By that I recommend people read. It's about Pitney Bowes. It's old style stuff, but the core lessons in there matter just as much in the age of AI as they did back then. And there's a few rules that come out when you talk to people. And there's common reasons that a lot of M &A fails. It used to be very personality driven. It used to be very much about a lot of bankers move over to the corp dev side. They grew up in an environment where, you know, it's dog eat dog to get up the ladder, to get up the chain. And when you climb that ladder, knowledge is power.

5:44So they hold on to knowledge. And I didn't have you. What you've done, I mean this with absolute sincerity, people getting into corp dev now, if they just follow what you've built, they're highly likely to be successful. The actual Clayton Christensen data from HBR shows that it's actually up to 90 % of M &A fails. And either what you find is there's reactive M &A, there's these knowledge centers. It's the opposite of everything that you teach, which I had to go figure out then because I didn't have you. And that is the 90%. And to flip that script where it's the process-driven, it's the learning-driven approach.

6:28For me, as I describe it to people, if you start with company strategy and out of that, you develop what's your M &A strategy, your investment strategy, all the things in corp dev, you get your priorities. Out of those, if you then go for each one and figure out a goal-driven hypothesis, what does amazing look like 24 months from now if we invest in the right thing or we buy the right thing? That should guide your criteria. And then if you've got a list of five companies, or literally I've had lists that were over 50 in some small business categories, you get to the three that are going to be most likely to fit for you as a company.

7:11Where this is relevant to our discussion today is if you follow that chain, then pause for a minute and think about when an inbound comes to you, whether it's a banker sending you a teaser on a company or whether it's a founder who reaches out through a board member or something like that and says, we're going to sell our company. I think you'd be a great buyer for it. Now, think about that company that comes to a public company, an Intuit, a GoDaddy, Life360, where I am. What are the odds that company is going to be one of those top two or three? Company strategy, M &A priorities, M &A strategy within that, hypothesis that's based around some concrete goals of what amazing looks like, and then criteria that are specific to the purpose.

8:03that gets you to your top two or three out of you scanned. Now there's a company coming in from the outside. If you just pause and think about that for a minute, that tells you why so much of M &A fails. Because these companies that come in from outside sources have an infinitesimally small chance of being one of the two or three that you've set are the top, there are priorities to go with right now. And yet buyers still buy them. And buyers still buy them for very humanistic reasons. I find that we're emotional creatures and we get emotional attachment to these founding teams that we meet, to the idea of what these businesses could be.

8:46And it's hard to jackhammer somebody off of an emotional attachment, especially when that somebody is a C-suite exec or the CEO who really wants to go do it. But yet, where I've been able to be leading a team, but I'm only one, the team has to be the team to go do this, where you follow the procedure that you write about, that you've written books on, that you teach on, that you certify on. It gives you every bit of chance to make that 10%, flip it, and make that actually your 90 % that's successful.

9:21Andrew Morbitzer:I think that's a good framing of the problem that you essentially got this ecosystem where deals are getting marketed, but then when they get pitched, how they get perceived and land. I think that human nature where fundamentally you're trying to grow revenue, then all of a sudden you're going through this exercise to justify and create a business case for doing the acquisition. So it's sort of the inverse that the opportunity comes and you're trying to rationalize it and tie it to the company strategy. Again, I mean, these are human beings. So they're each trying to do something for the most part that's productive and creative and add value.

9:56But the way that bankers show up, and this is a crux of the problem. So I'm saying bankers, but we should actually up-level the framing of that and say the way inbound opportunities, because they come from a variety of sources. I get easily as many that come in, maybe more that come in through board members, very seasoned relationships. And those ones have extra special mustard coming in with them because they come in through a board member. It's something you've got to pay attention to. But they come in through these pathways. And if a corp dev team, I mean, I'm a team of one right now at Life360.

10:33I'm super fortunate that there's other people, peers and colleagues who have some responsibility for corp dev. But it's me. And if I don't have this proactive approach, if it's not a buyer-led approach, then anything can look good. You have to put equal time on it. But conversely, if I do have this process and more than that, this overall philosophy established at a C-suite level, it makes it much more efficient for everybody on both sides to look at something that comes in and evaluate whether that is likely to be a fit and turn it down. Now, here's when we talk about, and I may be jumping ahead in the flow, you'd imagine, but if you look at what I thought I could do by going over to the sell side, really, there were two reasons.

11:27One is I just had a really great opportunity from my second mentor, David Popowitz, who leads Corp Dove at Adobe Now, but he was a legendary banker. He connected me with another legendary banker, Storm Duncan. And Storm was generous enough to give me as a non-banker the opportunity to come in. So I was going to be able to learn from the best again in the business. The idea was if I could come in having walked miles in the buyer's shoes, that I would be able to help the sell side figure out how to talk to the buyer in a way that put the story of whatever business, whatever tech business we were representing into context that the buyer could understand.

12:17And the reason why that's important, I'm sure it's intuitively obvious why that's important, but I get these teasers all the time, or I get outreach that comes in that's this inbound that comes in through a variety of sources. It tells me everything about that business, why that product is great. What's the Mao? What's the Dow? What's the retention rate? So it's all about them. It's not about me. And I'm left to do the intellectual heavy lifting to figure out, gee, what could be about this? How could it add value? I got to tell you, I'm working long hours. I've actually got right now I've got three projects going.

13:00My ability to take something and do 100 % of the heavy lifting to figure out why it could be great for us is honestly limited. I just at this stage of my career, I just it's easy for me to say no, unless it's something that happened to be already on that shortlist. So with me, and I would say for people who follow your buyer-led M &A process, it's really easy for these inbound deals to bounce off by the outside. And the effort that I ask that I go through now that I've learned to do with outside founders when I first meet them, with representatives, whatever kind they are, banker or otherwise, is to understand our strategies really, especially in the day of AI, this stuff is so simple, to reframe what's great for me and go further.

13:56How could this sequence even share with me what are like the risks or the trick points that we would have to figure out together? And it is a difference. It's not what, especially bankers are trained to do.

14:10Andrew Morbitzer:Yeah, you got the same point that it's figuring out the strategic fit. and that's like the whole exercise you end up still having to do as a buyer. But do you ever see the, whether it comes from bank or other source, do they try to do any of that at all? Or do it just pretty much, here's the teaser. Do you want to move forward or take a deeper look into this? Is there any, hey, because you're doing X, I feel like this is the AI era. I should help every sales pitch I get in. It feels like that. They tried to do it. Even though you can tell it's very AI written. I'm just at Life360 have talked to enough banks who are interested in us to get our story out.

14:47I'm transparent on what the corp dev priorities are, both investment and M &A. I'm sharing public information. I'm not sharing any non-public information. This stuff's all in our company strategy docs. It's in our earnings. you can figure out if you pay attention really what our likely priorities are and then i tune that if somebody's willing to have a conversation with me i completely tune and it changes as a matter of fact there's one category that i had early that as we've gotten into it and we've learned we've met with companies in the category we're finding out that structurally they're not able to set up to grow and figure out how to go cash flow positive at the same time so it's not a good business category for us to be in.

15:33So the next time I talk with banks, I will have replaced that with something else. So it's helpful to have these conversations every four or five months. I did recently have a bank that's done the best job yet at taking a worthy company who, on the surface, you would understand why they would have brought this to us. and they did a lot of work. They probably had 10 pages in a presentation that was handcrafted thoughtfully, I'm sure with a lot of AI, as to how it could fit with us, why this would be good for us, how we should evaluate the opportunity. And because they did that work, we were able then to set up a really healthy, in-depth discussion where the value popped within the C-suite for us.

16:28And therefore, because that work had been done, they had a chance to be on the big stage with our CEO and staff that they would not have been had they not done the intellectual effort. They wouldn't have passed through. So seeing it, but I will say that there are mostly, I don't know, trying to be kind, but I'm going to say mid-tier banks and opportunities who are just on the spray and pray method. And for those, the teasers, give them a fair shade. Try not to be obtusively dismissive, but they're just not making it through. To me, if somebody hasn't done the work, then we've all got other things to go be busy on.

17:10Andrew Morbitzer:So how did it work out when you took an advisory role? Were you able to try different things? Absolutely. I will say that totally worth the experience. Got to work with some amazing people. I should say there's a couple things to think through and pay attention on an advisory role. One of the things is what we've talked about. How do you bridge a gap between the company that you're representing and the products that they have, how money could be made, and the buyer's story in a way that there's context and that there's information for the buyer that helps bridge the gap. The other thing that I wanted to spend some time on is it's really interesting to me that there is this yawning gulf that's not just the pressure of somebody trying to sell something and seeing if they can find somebody to buy something, but the gap is that if we stick to the banker story as opposed to just a comprehensive view that includes the inbound.

18:12The motivation of the banker is theirs to make money. Like bankers make good money because often they're trying to pull something out of nothing. They're taking a company, maybe a good company, oftentimes though there's reasons that a company is for sale and it's not staying independent. These bankers, they're leveraging their networks and they are very much trying to figure out how to get an opportunity to close. Now, if the goal is to get a deal to close, and that is what a banker's doing, then they're opposed to the buyer and what the buyer's needs are. And here's the reason for that. When a banker gets a deal to close, their job is done.

18:59They typically get paid most there unless there's some contingent fees, and they move on. They don't have anything to do with it. Venture investors have the same thing. The buyer is really paid to be there for the long-term. So for the buyer, it matters a whole bunch what the outcome is because I'm going to be at that company for two or three years. And my reputation at the company, my ability to go execute on more things is radically tied up in what happens post-close. So for me, a CEO will look at a business, will look at a transaction that we've come in, and they'll start to ask Monday morning scoreboard, Monday morning, how are we doing questions?

19:49They don't look back. Typically, I very rarely get asked, how much did we pay? Or what was the split of cash and equity? sometimes questions around individual key players, maybe how they came out, but mostly they want to know how you're putting points on the board. And that's what I'm getting evaluated on. Is it adding value? Is it matching the business case? There's this enormous gap between what's motivating a banker and what's motivating a buyer. When I went to the advisory side, I was bridging that, not that you were going to change the banker motivations, but being able to get into the mindset of the buyer should help create a stronger relationship, open up the opportunity to actually evaluate what's being presented as opposed to that natural buyer defensive layer.

20:39Why are they selling this to me? What should I be looking for? God, I got to go do all the work to figure this out. From that perspective, it was successful for me to make that trial and go over.

20:51Andrew Morbitzer:Can you teach me how to land the pitch? Which pitch? When we talk about bridging the mindset gap, I feel like that's the goal here. But I want to explicitly get the how. If you're talking about how, as a seller, to go into a buyer. So I think target companies, when they're hiring a banker, they need to interview them on this. The top thing, and really this is unbelievably important when you're hiring a banker, is to verify who their contacts are, how real those contacts are, the relationships in the potential buying set. Let's go with my current company, right? Life360, amazing, amazing, amazing consumer tech company, closing in on 100 million Mal, which is shocking to a lot of people.

21:37It's really impressive. If we're in the set and somebody's selling location or safety or something like that to us or one of our adjacencies, and they're going to hire a banker, they need to know that banker can call me, they can call our CEO and get the door open. And the same goes for the next five, six, seven companies. So it's a critical thing to look at. I would encourage anybody hiring a banker, start there. And you got to find a way to validate it. If you can't validate it, don't hire the banker. But the second thing then is to interview the banker. How do they bridge this gap. And what you want, I would say they're rare, but I hope it's a developing skill.

22:18And you and I would talk through four or five years, and it's the new thing for bankers, is that their pitch representing that client comes into me having the initial pitch, like the teaser. It shouldn't be the same teaser getting sent when they do their initial outreach. They reach out to five companies or 25 companies. Every one of those teasers should be tailored to me. why this is great. And I will tell you from talking to other practitioners and from my own work, that is much more likely to get consideration to happen. So the banker needs to be able to tell you that they're doing that at the teaser level.

22:57And then for sure, when it's follow-up, if you're lucky enough to get a buyer to say, send me more information, or I'll take the initial management call with it. All of that needs to be telling the buyer's story through the seller's strengths, through what's real about their business, how it would make happen. The seller still gets to tell their story. They should tell their full story, but their full story should be through what they think the buyer's brain is processing at that moment, not through this, here's all the speeds and feeds on a generic data sheet. That's how to bridge that gap. And if they can have that conversation, if they can do that story, I will tell you from both sides of having done this, that is absolutely a key.

23:48Every situation is dependent, so it's not the only key. That's a key to getting meetings two, three, and four. Can I say verifiably from the sell side, I just wasn't over there long enough, that leads to radically different outcomes. I would say to me, that's a hypothesis. that it would close more deals. I can tell you though that it absolutely led to more meetings. You made it easy for the person on the other side to see how it could work with them. You made it easy for them to go back up to the division presidents that they had to go to as their clients and represent what could be. That does bridge the gap.

24:26Okay.

24:26Andrew Morbitzer:So let's make up an example. Let's say you're a gaming company. You own a bunch of titles. And I could say, hey, we have this title that we're looking to sell. But because you cater to this unique age group of 13 to 17-year-olds, which is where this demographic fits, this would fit nicely with your current gamers. And you can see that it would be natural for them to want to adopt to it. Something like that. Yeah, I think it's really important for a founder and for a banker to do firsthand work. If it's a public company, and if not, maybe you've got to do a bit more research. Although there's a lot of companies that now publish a tremendous amount about who they are.

25:10So I'll tell you what my process is. I go out and I look at the investor pitch for the companies, even public companies. They do an investor update annually. Typically, it's got, in modern times, good video presentation, but at least it's a long enough PDF that you learn a lot about what they're passionate about, why they believe that they have a unique relationship with their customers. if it's enterprises, if it's government agencies, if it's consumers. I was reading one today about an up-and-coming defense contractor and what they believe their unique value propositions are. You then start to speak to those.

25:54You've got to be transparent. You have to be authentic. I know we use the word authentic a lot, but it has to be real things that past the initial meeting, past the sniff test are real. But if you speak in their language, then they're able to understand what you're representing. So in the gaming case, actually, let me give you one that I do know is real. There was this guy, he built software. He was even out of the Midwest. It wasn't even a tech Cub. But based upon what he was building, he knew that his potential exit was a particular company that I know very well. And he went too far. Okay, this is not authentic.

26:40But I will tell you this as an extreme example, because it worked financially very well for him. He on his website modeled company values, how he talked about customers, how he talked about strategy, all the way to brand colors on the company that he thought was his most likely buyer. He went and he met the CEO at a couple of conferences, shook hands at the first one to get a relationship established, got an email. Then at the next one, set up just coffee on the sidelines of the conference. And it worked. It's an extreme example, but he ended up making it so easy for the buyer to be able to understand how his product would fit their strategy, their priorities, what their likely execution pathway was to create value out of an acquisition, that it was just easy for them to say, hey, we should buy this company.