Covers how acquirers choose acquisition targets, focusing on fit versus fantasy, avoiding a 'solution in search of a problem,' and building a deliberate acquisition pipeline. Topics named in the description include first principles of cash flow growth and risk reduction, organic versus acquisitive growth, sizing targets by revenue, cash flow and economics, and culture clashes as a cause of failed deals. Presented by Paul Giannamore as a Buy-Side Masterclass Moment; the description presents the lessons using a case study of a failed deal, and the claims are the creator's framing rather than independently verified results. # Channel Presentation Observations ## Intended Audience - **CEOs and business owners considering acquisitions**: *"So, you may be a CEO running your business today and everyone in their brother is doing acquisitions."* - **Owners contemplating an exit / being approached by buyers**: *"If you own a business and you're being contacted by strategic acquirers, search funds, private equity firms, and you're trying to size up what you might do."* - **Self-directed learners of buy-side M&A**: the speaker promises technical artifacts — *"a template LOI, a buyside due diligence checklist"* — for viewers attempting *"acquisitions on your own."* ## Claimed Scope - **Part of a multi-episode educational series**: the title labels this a *"Buy-Side Masterclass Moment"*, and the speaker says *"We'll be filming the remainder of the byside master class series in the coming weeks."* - **Topics span strategic M&A, private equity, and deal psychology**: *"how strategic acquirers work, how the operations of private equity firms work, and the psychology and tactics of an M&A transaction."* ## Self-Description Evidence - **Identified as a services firm ("PTOAC") with advisory services**: *"Here at PTOAC, we love to kill it for our clients"* and *"take a step back and give us a call. We'll help you forge a plan."* - **Positioned as a client educator**: *"education is the cornerstone which allows our clients to make the best decisions for themselves."* - **Self-limited expertise claim on culture**: *"I'm not a cultural expert. I am an observer of these sorts of acquisitions"* — distinguishing claimed expertise (M&A observation/experience) from disclaimed expertise (culture). - **Speaker self-identifies**: *"Again, I'm Paul Jamore."* - **Demonstrated experience claim**: *"I can go through a massive list of cultural issues that I've experienced over the years and I've seen firsthand."* ## Demonstrated Presentation Patterns (Observable, Not Claimed) - **Case-study framing**: the lesson is built around a named-but-external example — a conversation with "Jennifer" about a failed acquisition and its fit/culture problems. - **Pedagogical, first-principles teaching style**: *"So, let's go back to first principles again... you're trying to increase cash flow and decrease risk."* - **Conversational analogies for lay audiences**: the marriage idealization analogy — *"You didn't have a relationship problem. You had a choice problem."* - **Structured frameworks delivered verbally**: acquisition criteria enumerated as deal size, economics/margins, customer profile, and culture. - **Audience engagement mechanics**: soliciting comment requests — *"if you have any requests or questions, feel free to put them in the comments below."* - **Calls to action**: contact form link in description, LinkedIn contact, link for notifications on templates, and a request to share the series. ## Claims vs. Demonstration Distinction - **Creator claims**: educational mission, client-service orientation, ongoing masterclass series, forthcoming downloadable resources, deal experience. - **Demonstrated**: instructional format, framework-based M&A content, sales-oriented CTA for advisory services, and interactive audience solicitation — all directly evidenced in the transcript. No channel-wide conclusions about quality or motives are inferred. # Delivery Observations: Choosing an Acquisition Target ## Scope and Source Limits - **Source:** A single transcript and title. No other curated metadata was supplied. - **Evidence base:** One speaker, one video. Patterns below are observed within this transcript only and are not confirmed as habits across other videos. - **Transcript quality:** The transcript contains apparent transcription errors (for example, "consmate," "green field," "ma matches," "a players," "frosted"). Quotations below reproduce the transcript as written. --- ## 1. Tone and Register ### Mixed formal and informal register The speaker moves between polished analytical language and casual idiom within the same passage. - **Formal or analytical:** > "You didn't have a relationship problem. You had a choice problem." - **Informal or colloquial:** > "Yeah, I did this deal. I printed money." > "Here at PTOAC, we love to kill it for our clients" - **Blunt or vivid phrasing:** > "sometimes they get frosted because they're like, 'Hey, this guy's not me.'" **Observation:** The informal phrases appear in illustrative or closing passages, while the core argument uses more structured language. This is a visible pattern in the transcript, though one transcript cannot show whether it is consistent across the series. --- ## 2. Recurring Linguistic Features ### 2.1 Tag questions ("right?") "Right" appears repeatedly as a tag or check-in question, often mid-sentence or at the end of a point. > "It's like this typically happens in a marriage, for example, right?" > "employees tend to self- select, right?" > "Right? Here's the solution." **Observation:** This is one of the most frequent recurring features. It functions as a way of checking agreement or pacing the explanation. ### 2.2 "Like" as a discourse marker "Like" frequently introduces examples, restatements, or hedges. > "Like a lot of acquirers, she created a solution in search of a problem." > "Like are we looking at businesses that have same the similar economic profiles to ours?" > "Like how are people compensated?" **Observation:** Usage is frequent and appears in both example-introducing and self-correcting positions. ### 2.3 "So," as a transition opener Sentences often begin with "So," to shift to a new point or summarize. > "So, Jennifer didn't spend enough time thinking about what problem does this acquisition solve." > "So, you think about revenue from a broad-based perspective." > "So, it's important for you to think about culture." **Observation:** Used consistently as a transitional device, especially when moving from story to principle or from principle to instruction. ### 2.4 Hedging with "I think" The speaker frequently qualifies general claims with "I think." > "But I think those acquisitions tend to be the outliers." > "I think more times than not, you're going to hear," > "I think a lot of times acquirers will look at this and say..." **Observation:** Hedges appear around generalizations and experiential claims. This keeps assertions framed as the speaker's perspective rather than settled fact. ### 2.5 Second-person address The speaker addresses the viewer directly and frequently. > "So, you may be a CEO running your business today..." > "you need to get out there and get active, you need to build a acquisition pipeline." **Observation:** Second-person framing is pervasive and is used to place the viewer in a hypothetical decision-maker role. --- ## 3. Rhetorical and Argumentative Patterns ### 3.1 Reframing through contrast The speaker often sets up a common assumption, then corrects it. > "it wasn't necessarily felt integration in my mind. Sure, integration was complicated, but it was a choice issue." > "As opposed to forging a plan saying, I have these growth issues." **Observation:** This "not X, but Y" structure recurs and drives the main argument of the segment. ### 3.2 Analogy from everyday life > "It's like this typically happens in a marriage, for example, right? You idealize the other person." **Observation:** The marriage analogy is a single, explicit analogy in this transcript. The speaker does not establish whether analogies are a habitual device. ### 3.3 Concrete numerical examples Abstract points are anchored in specific figures. > "Do I want to buy a $1 million or $5 million tuck on?" > "If we're running a 25% EBDA margin, are we going after firms that have 25% EBDA margins or are we going to look for ones that are perhaps less efficient, maybe a 12% margin business?" > "Firms that have done $2 million in revenue per year for the last 30 years do not provide a lot of upside for employees." **Observation:** Numbers are used as illustrative examples to make the framework tangible. ### 3.4 Hypothetical scenario > "let's say you run some sort of a residential services business in the southeast United States, right? You're based in Georgia and Florida..." **Observation:** The speaker builds a named hypothetical to walk through a decision. ### 3.5 Recurring framework language > "Let's go back to first principles again." > "Those are your two primary concerns as CEO." **Observation:** The speaker re-anchors to a framework ("first principles," "two primary concerns") and returns to it. The word "again" suggests a repeated framing device across the series, though this is inferred from one transcript. ### 3.6 Self-positioning and modesty > "I'm not a cultural expert. I am an observer of these sorts of acquisitions." > "I can go through a massive list of cultural issues that I've experienced over the years and I've seen firsthand," **Observation:** The speaker qualifies expertise in the same passage where he draws on experience. These are stated self-descriptions, not inferred traits. --- ## 4. Teaching and Structuring Habits ### 4.1 Story-to-principle progression The segment opens with a reference to a prior conversation with Jennifer, a case discussed as a failed deal, then moves to general principles. > "What did I do wrong? Let me think through this and learn from that." **Observation:** The speaker uses an anecdote to motivate a framework. ### 4.2 Acknowledging counterexamples > "And that's all well and good. And there are certainly a lot of examples. I can think of scores of examples where people literally printed money doing deals." **Observation:** Before stating the main argument, the speaker concedes successful counterexamples and then characterizes them as outliers. ### 4.3 Ordered framework > "Number one, you're trying to increase cash flow and decrease risk." **Observation:** The speaker signals a numbered or prioritized structure, though only the first item is explicitly numbered in this transcript. ### 4.4 Explicit transitions to next steps > "We'll be filming the remainder of the buyside master class series in the coming weeks." > "I put a link in the description section below." **Observation:** The speaker uses structural signposting to tell viewers what comes next and where to act. --- ## 5. Closing and Promotional Delivery The final section shifts from teaching to promotion. - **Call to comment:** "feel free to put them in the comments below" - **Resource offer:** "a template LOI, a buyside due diligence checklist" - **Notification prompt:** "You can click on that so you can be notified as soon as those are ready to go out." - **Direct call to action:** "take a step back and give us a call." - **Sign-off:** "Thank you for joining me today and I'll see you on the next one." **Observation:** The promotional segment is clearly separated from the teaching content and follows a consistent call-to-action pattern. --- ## 6. Stable-Looking Patterns vs. Isolated Moments ### Stable-looking (recurs multiple times in this transcript) - Tag "right?" questions - "Like" as a discourse marker - "So," as a transition - "I think" hedges - Second-person address - "Not X, but Y" reframing - Concrete dollar and percentage examples ### Isolated (appears once or very rarely) - The marriage analogy - The "printed money" and "frosted" idioms - "first principles" framing (appears twice, once with "again") - The explicit "Number one" enumeration - The closing promotional language **Caveat:** Frequency within one transcript is not evidence of a stable habit across the series. The classification above reflects only this single source. --- ## 7. Uncertainties and Gaps - **Single-source limitation:** No other videos were provided, so consistency across the Buy-Side Masterclass series cannot be confirmed. - **Transcript errors:** Some words are likely misrecognized, which may affect the accuracy of specific quotations and any judgment about word choice. - **Delivery features not observable:** Pacing, vocal emphasis, facial expression, and visual presentation cannot be assessed from text. - **Timestamps:** The transcript contains bracketed numbers that appear to be line markers, not verified timestamps. They are not used here as timecodes. # Video Observation: Choosing an Acquisition Target **Source:** Video `01a168c7-0ab5-7489-b7cd-6cdd46c236da` **Title:** *Choosing an Acquisition Target: Fit, Culture & Pipeline Building | Buy-Side Masterclass Moment* **Speaker:** Paul Jamore (self-identified at the close of the transcript; no curated metadata supplied) **Content type:** Single-speaker monologue, with a promotional segment at the end > **Source note:** The speaker reports a conversation with "Jennifer," a former acquirer. Her words are not in the transcript. Every statement attributed to her is the speaker's account of what she said or felt. --- ## 1. Core Thesis The speaker argues that a failed acquisition is usually a **fit and selection problem made at the outset**, not primarily an integration problem. > "You didn't have a relationship problem. You had a choice problem. You didn't have the fit up front." - **Reported diagnosis of the Jennifer case:** The integration difficulties she described were, in the speaker's view, rooted in a choice made before the deal closed. - **Qualification in the same passage:** The speaker concedes that "integration was complicated." The claim is about where the failure originated, not that integration is easy. --- ## 2. The Reported Case: Jennifer's Acquisition ### 2.1 Her stated ownership - The speaker describes her as taking **full ownership** of the decision: "this was my decision. The buck stopped with me. I made a very bad decision making this acquisition." - He presents her self-assessment as professional conduct and treats it as a learning opportunity. ### 2.2 Problem-definition failure - **Speaker's claim:** She "didn't spend enough time thinking about what problem does this acquisition solve." - He characterizes this as a **"solution in search of a problem,"** and says it is common among acquirers. ### 2.3 Recommended sequence (contrasted with the failure) | Failure pattern | Recommended pattern | |---|---| | "Here's the solution. I'm going to make this acquisition. Now, let me back into what problems it's going to solve." | Define growth issues first, then "solve these through acquisitions," and select targets carefully. | --- ## 3. Survivorship and Market Narratives The speaker addresses how acquisition success stories circulate. - **Acknowledged:** Some acquirers "printed money" through deals, often because of timing, buying cheaply, buying into declining markets, or selling into accelerating ones. He states that "there's a million different reasons why these things work out." - **Position:** Those successes "tend to be the outliers." - **Evidence offered:** Anecdotal. He says that if you spoke to "a 100 different CEOs," you would more often hear regret such as "I learned a lot, but probably I shouldn't have done that." He hedges with "I think" and "more times than not." > **Observation:** The 100-CEO claim is the speaker's impression from experience, not a cited dataset. --- ## 4. First Principles The speaker sets out two primary CEO concerns: - **Increase cash flow** - **Decrease risk** He says business strategy follows from these concerns. ### 4.1 Growth route illustration A hypothetical residential services business based in Georgia and Florida is used to illustrate geographic growth. The business could: - **Greenfield:** lease a facility, hire, and grow organically; or - **Acquire:** buy an existing operation. The speaker says both routes are "very, very valid." ### 4.2 Pipeline over waiting - Acquirers should not wait for opportunities to "show up at your door." - They should "build a acquisition pipeline." - Before building one, the acquirer must "get very granular" on target characteristics. --- ## 5. Target Screening Criteria The speaker lists four screening dimensions. ### 5.1 Size - Questions posed: Is a $1M or $5M tuck-on the goal? Is a $10M deal transformative? Is a $50M deal the target? - Revenue should be considered "from a broad-based perspective." ### 5.2 Economics - **Principle:** Compare cash-flow profiles to your own. - **Example:** At a 25% EBITDA margin (transcribed as "EBDA"), should you target similar firms or less efficient ones, such as a 12% margin business? - **Caveat stated:** Lower-margin targets "probably" come with a "fixer upper" challenge. This is presented as a consequence the speaker expects, not a settled fact. ### 5.3 Customer profile - Ask how similar the target's customers are to yours. ### 5.4 Culture This is the speaker's most developed criterion. --- ## 6. Culture: Detailed Reasoning ### 6.1 Self-selection mechanism - **Claim:** Employees self-select by growth opportunity. - High-growth firms "tend to attract all else being equal A players" who want upside, pay, and advancement. - Stagnant firms, such as a "$2 million shop" that has been flat "for the last 30 years," "do not provide a lot of upside," and their strong employees tend to leave. - **Implication:** Firms that are growing and firms that are stagnant tend to develop different employee bases. ### 6.2 Clash mechanism - **Claim:** Combining the two cultures "creates a clash." - **Reasoning given:** Lower-performing employees "want the same sorts of benefits as the high performing employees although they don't necessarily want to do the same amount of work." - The speaker says this is "a very basic ground floor problem," and he states he can list many more cultural issues. ### 6.3 Dimensions of culture the speaker identifies - Compensation and "what's the deal between the employee and the company" - Managerial structure: command-and-control or decentralized - Day-to-day expectations - Treatment by management - Degree of oversight - Autonomy: what employees "expect to do autonomously and not" - Communication norms: "What can we say? What can we not say?" He notes that "firms are wildly different on this spectrum." ### 6.4 Acquirer assumption and its consequences - **Common acquirer assumption (described by the speaker):** "We've got an awesome culture, these guys are going to be excited to be a part of our organization." - **Speaker's assessment:** This seems sensible "on its face" but "in practice that's not always what happens." - **Reported outcomes:** - The target "feels alienated" and experiences "anxiety." - There may be "a lot of defections." - Target employees may become "frosted" when treated differently from the acquirer's own employees. ### 6.5 Self-limiting statement > "I'm not a cultural expert. I am an observer of these sorts of acquisitions." The speaker presents his culture views as observational. --- ## 7. Tensions and Unresolved Points | Tension | How it appears in the transcript | |---|---| | **Integration vs. fit** | He says integration "was complicated," then argues the root problem was "a choice issue." Both claims stand. | | **Outlier successes vs. common regret** | He acknowledges "printed money" deals and calls them rare, based on anecdote. | | **Culture as decisive vs. one factor** | He calls culture "very important" but also lists size, economics, and customers as screening dimensions. Its relative weight is not ranked. | | **Lower-margin targets** | Lower-margin businesses are offered as a comparison, and the speaker notes they "probably" are fixer-uppers. He does not state whether he recommends or avoids them. | | **Self-described expertise** | He says he is "not a cultural expert" but speaks with confidence about culture-driven outcomes. | --- ## 8. Promotional and Procedural Content These statements are the speaker's stated plans or promotions. They are not analytical positions. - **Series:** More Buy-Side Masterclass episodes will be filmed "in the coming weeks." Viewers may submit questions in the comments. - **Resources:** A template LOI and a buy-side due diligence checklist will be provided. A link is in the description for notification. - **Firm:** The speaker refers to "PTOAC" and offers a strategy call for owners contacted by strategic acquirers, search funds, or private equity firms. He describes planning for exits "a year from now, 5 years from now, or 10 years from now." - **Stated motivation:** Education is described as "the cornerstone" that lets clients make decisions for themselves. --- ## 9. Summary of Attributed Positions - **Speaker (Jamore):** - Failed acquisitions often stem from poor upfront fit and selection, not only integration. - Acquirers should define the problem before selecting a target. - Successful "printed money" deals are outliers. - Screen targets on size, economics, customers, and culture. - Culture mismatch between high-growth and stagnant firms often causes clashes, alienation, and defections. - **Jennifer (as reported by Jamore):** - Took personal ownership of the decision. - Discussed integration failure extensively. - Did not define the acquisition's problem thoroughly before closing. # Attribution Observation: Speaker Roles and Provenance ## Video Identification - **Video ID:** 01a168c7-0ab5-7489-b7cd-6cdd46c236da - **Title:** Choosing an Acquisition Target: Fit, Culture & Pipeline Building | Buy-Side Masterclass Moment - **Supplied metadata:** Title and transcript only. No channel data, speaker list, cited-source list, or comment data was supplied. ## Speakers and Roles ### Primary Speaker: Paul Jamore - **Stated identity:** Self-identified by name at the close ("Again, I'm Paul Jamore"). - **Stated affiliation:** Refers to "PTOAC" as "here at PTOAC" and says "we love to kill it for our clients," indicating an affiliation with that firm. - **Apparent role:** Presenter and sole audible speaker in the transcript. Addresses the audience directly and frames the video as part of a "buy-side masterclass series." - **Self-described expertise:** Describes himself as "not a cultural expert" but as "an observer of these sorts of acquisitions." He also refers to experience with "scores" of examples and "a massive list of cultural issues" he has "seen firsthand." These are self-reported and not documented in the transcript. ### Referenced Individual: Jennifer - **Role in transcript:** Third party. Referred to as someone the speaker had "my conversation with." - **Speaking status:** Not an audible speaker in this transcript. Her statements are reported secondhand by Paul Jamore. - **Attributed positions (as reported by the speaker):** - Took ownership of an acquisition decision ("this was my decision. The buck stopped with me"). - Described the acquisition as a "very bad decision." - Discussed "failed integration." - **Attribution caveat:** The transcript does not show Jennifer's exact words. Quoted phrases are the speaker's paraphrase or recollection, presented in the transcript as direct speech. ### Other Unnamed or Generic References - **"A lot of acquirers" / "a 100 different CEOs":** Generic groups. No individuals are identified. - **People posting on LinkedIn and Twitter:** Described generically as posting claims of profitable deals ("I printed money"). No specific posts or authors are identified. - **Hypothetical "you":** The speaker addresses a hypothetical CEO, for example one "running some sort of a residential services business in the southeast United States." This is illustrative, not a described real person. ## Referenced Sources and Third-Party Claims | Item | Type | Provenance Status | |---|---|---| | Jennifer's account of the acquisition | Third-party recollection | Secondhand; relayed by the speaker from a private conversation. Not independently available. | | Unnamed LinkedIn and Twitter posts about profitable deals | Generic third-party claims | No specific sources identified. | | "Talked to a 100 different CEOs" | Unsourced aggregate impression | Speaker's own impression ("I think more times than not"). No dataset, study, or named source cited. | | Speaker's observations of cultural integration issues | Self-reported experience | Not documented or cited. | | Industry concepts (EBITDA margin, cash flow, risk) | General concepts | No external source cited. | | Hypothetical company figures (25% and 12% EBITDA margins, $2M revenue firm, $1M–$50M deal sizes) | Illustrative examples | Presented as hypotheticals, not as reported facts about specific companies. | **Note:** The transcript contains the phrase "EBDA," which appears to be a transcription variant of EBITDA. This record does not resolve it beyond noting the apparent term. ## Promotional Segments (Flagged) The transcript contains promotional content. It is flagged here for transparency and is not evaluated. 1. **Firm promotion (PTOAC):** The speaker says "we love to kill it for our clients" and describes the firm's approach to education and to helping clients "forge a plan." 2. **Service solicitation:** Invites viewers who "own a business and [are] being contacted by strategic acquirers, search funds, private equity firms" to "give us a call." Refers to a plan "tailored to your financial goals and objectives." 3. **Contact direction:** Points to a "link to the contact form in the description" and invites direct contact on LinkedIn. 4. **Lead-generation offer:** Promises a template LOI and a buy-side due diligence checklist, with a link in the description to be notified when they are ready. 5. **Series promotion:** Asks viewers to share the "master class series" and announces future filming "in the coming weeks." ## Availability and Limits - **Comments:** The transcript invites comments ("feel free to put them in the comments below") and says the speaker will answer questions. No comment content, count, or moderation information was supplied. Comment-channel availability is therefore **unknown** from the supplied material. - **Timestamps:** None supplied. Locations of statements within the video cannot be recorded. - **Audio/visual context:** Not supplied. Speaker identity rests on the transcript's self-identification and the title. - **Jennifer's voice:** Not present. Her account is available only through the speaker's report. - **Linked materials:** The description links (contact form, notification signup, LOI and checklist) are referenced but their contents were not supplied and were not reviewed. - **Cited sources:** None were named or linked in the transcript. ## Self-Check Summary - Named roles (Paul Jamore as presenter, Jennifer as referenced third party) are explicit in the transcript. - Promotional segments are flagged above. - Third-party and unsourced claims are identified and marked as unverified. - No content-quality evaluation is recorded. One of the things that I really appreciated about my conversation with Jennifer was she was a consmate professional. I mean literally she took ownership up front and said this was my decision. The buck stopped with me. I made a very bad decision making this acquisition. What did I do wrong? Let me think through this and learn from that. Throughout the course of our discussion she talked a lot about failed integration. But I couldn't stop thinking about the fact that it wasn't necessarily felt integration in my mind. Sure, integration was complicated, but it was a choice issue. It was an issue of actual fit. It's like this typically happens in a marriage, for example, right? You idealize the other person. You get married and neither one of you are bad people, but you project onto each other this whole idealization. You didn't have a you don't have a relationship problem. You had a choice problem. you didn't have the fit up front. So, Jennifer didn't spend enough time thinking about what problem does this acquisition solve. Like a lot of acquirers, she created a solution in search of a problem. Right? Here's the solution. I'm going to make this acquisition. Now, let me back into what problems it's going to solve. As opposed to forging a plan saying, I have these growth issues. I have these problems. I can solve these through acquisitions, but I need to be very thoughtful about the acquisition candidates or targets that I go after. So, you may be a CEO running your business today and everyone in their brother is doing acquisitions, right? You get on LinkedIn, you get on Twitter, you read all this stuff. Yeah, I did this deal. I printed money. I went out and bought something on the cheap and turned around and sold it 5 years later. Everyone's getting rich. And that's all well and good. And there are certainly a lot of examples. I can think of scores of examples where people literally printed money doing deals. They were in the right place at the right time. They were able to buy on the cheap, turn around and sell it. They bought into a declining market, sold into an accelerating market. Like there's a million different reasons why these things work out. But I think those acquisitions tend to be the outliers. Because if you sit down and you talk to a 100 different CEOs over the years that have made acquisitions, I think more times than not, you're going to hear, "Yeah, I learned a lot, but probably I shouldn't have done that." And what we're going to talk about today is how you can avoid finding yourself in that situation. So, let's go back to first principles again. Number one, you're trying to increase cash flow and decrease risk. Those are your two primary concerns as CEO. From that stems your business strategy. How are we going to grow cash flow? How are we going to decrease risk? Over time, let's say you run some sort of a residential services business in the southeast United States, right? You're based in Georgia and Florida, and you say to yourself, well, I need to grow geographically, and I can do that in one of two ways. I can green field some operations, right? I can lease a new facility, hire some folks, grow it organically, or I can go out and buy an existing operation, right? And either of those two avenues for growth are very, very valid. Now, the question is, instead of sitting back, relaxing, and waiting for somebody to show up at your door, you need to get out there and get active, you need to build a acquisition pipeline. And before you ever start thinking about building an acquisition pipeline, you need to get very granular on what it is that you actually want to acquire, you have to think about what sort of size am I willing to go after. Do I want to buy a $1 million or $5 million tuck on? Is a $10 million acquisition transformative for me? Am I doing a $50 million deal? So, you think about revenue from a broad-based perspective. What size of a deal are we looking for? Economics, right? We have to think about cash flow. Like are we looking at businesses that have same the similar economic profiles to ours? If we're running a 25% EBDA margin, are we going after firms that have 25% EBDA margins or are we going to look for ones that are perhaps less efficient, maybe a 12% margin business? And what comes along with that, of course, is is probably a fixer upper. What's the customer profile? How similar are the customers of my firm versus those of the targets? Culture. Culture is a very important aspect of this. How similar is this business from my business? And what I mean by that when I think about from a cultural perspective is as I said earlier in our discussion, employees tend to self- select, right? Firms with high growth and a lot of potential for upside tend to attract all else being equal a players. Those firms tend to attract the people who really want to grow. They want to work hard. They want to make a lot of money. They want a lot of career upside. They want advancement. So on and so forth. Firms that have done $2 million in revenue per year for the last 30 years do not provide a lot of upside for employees. And those employees of course tend to self- select. A lot of a players are not going to stick around at this small $2 million shop that's been doing $2 million forever. They're going to leave and they're going to go off to a firm that provides them a lot more opportunity. Right? So when I think about barebones basic cultural ma matches and cultural mismatches, a lot of times high growth firms have one specific culture. mediocre or just kind of middling firms that aren't growing and providing a lot lot of opportunity will have a very different employee base and that's fine but when you combine those two similar to what Jennifer faced it creates a clash because of course the lower performing employees want the same sorts of benefits as the high performing employees although they don't necessarily want to do the same amount of work. I can go through a massive list of cultural issues that I've experienced over the years and I've seen firsthand, but that's a very basic ground floor problem that people need to think through. Like how are people compensated? When I think about culture, to me that means like what's the deal between the employee and the company, right? What's the managerial structure look like? Is it command and control? Is it decentralized? What do the employees expect to be doing on a day-to-day basis? How are they treated by management? How much oversight's involved? There's a lot that goes into culture, but at the end of the day for me, it's, you know, what's that deal like? How do we operate as employees? What can we say? What can we not say? How do we operate? What do we expect to do autonomously and not? And firms are wildly different on this spectrum. So understanding that is extremely important because integrating two cultures can be very difficult over time and I think a lot of times acquirers will look at this and say well wait a second we've got an awesome culture these guys are going to be excited to be a part of our organization and that seems to make a lot of sense on its face but in practice that's not always what happens right so the target is brought into a firm that's operates very very differently they feel alienated there's anxiety. A lot of times you'll get a lot of defections, for example. And when you as the high growth firm that's running things differently start to treat those employees in similar ways that you're treating your own, sometimes they get frosted because they're like, "Hey, this guy's not me. Why is he get treated like that?" So, I'm not a cultural expert. I am an observer of these sorts of acquisitions. So, it's important for you to think about culture. We'll be filming the remainder of the byside master class series in the coming weeks. So, if you have any requests or questions, feel free to put them in the comments below and I'll do my best to answer them. And finally, as we get into the more technical aspects of buyside M&A, I'll be able to provide you with a variety of different items such as a template LOI, a buyside due diligence checklist I think will come in handy as you go out and attempt to make acquisitions on your own. I put a link in the description section below. You can click on that so you can be notified as soon as those are ready to go out. Here at PTOAC, we love to kill it for our clients and I think that education is the cornerstone which allows our clients to make the best decisions for themselves. The more you can understand about the nuances of how strategic acquirers work, how the operations of private equity firms work, and the psychology and the tactics of an M&A transaction, the better you're going to be when it comes time to pull the trigger. If you own a business and you're being contacted by strategic acquirers, search funds, private equity firms, and you're trying to size up what you might do, take a step back and give us a call. We'll help you forge a plan. Whether that exit is a year from now, 5 years from now, or 10 years from now, we'll help you think through a plan that is specifically tailored to your financial goals and objectives. So, please contact us directly. I've put a link to the contact form in the description of this video and you can also contact me directly on LinkedIn and feel free to share this master class series with somebody who you think might benefit from it. Again, I'm Paul Jamore. Thank you for joining me today and I'll see you on the next one.