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Instead of a bloated checklist, Milliken focused its diligence for its largest acquisition on four critical questions tied directly to the investment thesis. This allowed a team of 100+ to prioritize efforts, "fail fast," and avoid analysis paralysis on the path to a go/no-go decision.
For managers with large pipelines to review, asking three core questions can quickly get to the heart of a deal's health: Why do they need to buy? Why won't they buy? And why do they need to buy now?
Before hunting for acquisitions, the internal business owner (deal sponsor) must write a thesis answering "what problem are we solving?" This prevents reactive M&A driven by inbound opportunities and ensures strategic alignment from the start, separating the "why" from the "who."
M&A teams often kill their pipeline by applying overly restrictive criteria at the long-list stage. A better approach is to be more lenient, focusing on only 3-4 critical criteria. This creates a large pool of potential targets, fostering a healthy funnel dynamic instead of a restrictive "must-win" tunnel.
Effective due diligence isn't a checklist, but the collection of many small data points—revenue, team retention, customer love, CVC interest. A strong investment is a "beam" where all points align positively. Any misalignment creates doubt and likely signals a "no," adhering to the "if it's not a hell yes, it's a no" rule.
A powerful filter for any potential acquisition is asking: 'If this were the last business we could ever buy, would we still want to own it?' This simple question forces a long-term, operational mindset and helps avoid deals that rely on future exits or financial engineering.
By completing extensive strategy work and securing board approval upfront, Milliken entered the final bidding stage as the "most certain bidder." This allowed them to close quickly and confidently, winning the deal despite not offering the highest price because the seller valued the assurance of a close.
Instead of focusing on transactional details, Milliken's M&A lead connects with founders on an emotional level. By understanding their ultimate vision, he frames the acquisition as the fastest path to achieving their dream, a question that has proven highly compelling and effective in closing deals.
By the time a strategic acquirer enters due diligence, the desire to do the deal is already high. The process's primary purpose is not to hunt for deal-breakers but to confirm key assumptions and, more importantly, to gather the necessary data to build a robust and successful integration plan.
With fundraising rounds closing in weeks instead of months, investors can no longer conduct exhaustive diligence on every detail. The process has become more efficient by treating the current business model as table stakes and focusing limited time on underwriting the core thesis for future, non-obvious growth.
When establishing a new M&A function, the primary challenge is getting senior leaders to move beyond broad statements and make concrete strategic choices about which opportunities to actively ignore. This focus is crucial for effective execution and prevents wasted energy on opportunistic, unfocused deals.