A "tuck-in" acquisition, where a PE firm buys a smaller company to merge into a larger portfolio company, shouldn't be underestimated. The strategic value to the existing platform can be so immense that the PE firm is willing to pay a premium multiple, often exceeding what a standalone strategic buyer would offer.

Progress's M&A model focuses on acquiring companies at a price that, after executing on cost synergies, results in an effective EBITDA multiple lower than their own public market multiple. This creates immediate value for shareholders through arbitrage.

Smaller companies can win acquisitions even when outbid by larger competitors by championing a collaborative integration. This involves a willingness to learn from and adopt the target company's superior processes, rather than simply imposing the acquirer's own systems, which appeals to founders who value their legacy.

While add-on acquisitions now represent 80% of PE deals, they are a crutch in software. Integrating disparate tech stacks is incredibly difficult and often deferred, leaving a mess for the next buyer. True value comes from strategic 'feature' acquisitions that can be deeply integrated into a core platform, not from rolling up unrelated businesses.

Successful large-scale acquirers remain nimble, flexing their own processes to suit the acquired company rather than force-fitting it into a rigid corporate structure. This preserves the culture and talent that made the company valuable, preventing value destruction and keeping the new team engaged.

Many M&A teams focus solely on closing the deal, a critical execution task. The best acquirers succeed by designing a parallel process where integration planning and value creation strategies are developed simultaneously with due diligence, ensuring post-close success.

To stand out from the flood of PE firms, acquirers must demonstrate deep operational knowledge specific to the seller's industry. Discussing granular details like inventory management, billing rates, and software challenges builds trust and proves you are a credible partner, not just a financier. This operator-led approach resonates with founders.

Progress builds its pre-LOI synergy models by focusing on high-conviction cost optimizations it can control, such as leveraging global centers of excellence and consolidating sales/back-office functions. Revenue synergies are treated as upside, not core to the valuation.

Viewing acquisitions as "consolidations" rather than "roll-ups" shifts focus from simply aggregating EBITDA to strategically integrating culture and operations. This builds a cohesive company that drives incremental organic growth—the true source of value—rather than just relying on multiple arbitrage from increased scale.