Ma Playbook

M&A Playbook

Frameworks for both sides of M&A: acquiring companies and being acquired. Every M&A decision starts with strategic rationale -- without it, you are buying problems.

Keywords

M&A, mergers and acquisitions, due diligence, acquisition, acqui-hire, integration, deal structure, valuation, LOI, term sheet, earnout, data room, strategic rationale, post-merger integration, buyer, seller, exit

Clarify First

Before generating, confirm these inputs. If any is unknown or vague, ASK — do not assume:

• Which side of the deal (acquiring vs. being acquired) — the entire playbook, checklists, and red flags differ by side
• Which deliverable is needed (strategic rationale, due diligence, valuation, deal structure, 100-day integration, or sell-side prep) — each has its own framework
• What you are really buying or selling (talent, technology, customers, or market access) — drives the rationale test, the buy-vs-build call, and where DD focuses
• The target's core financials (ARR, growth rate, NRR, customer concentration) — valuation multiples and adjustment factors are keyed to these

Stop rule: ask only the 2-3 that most change the output. If the user says "just draft it," proceed and list your assumptions at the top of the artifact.

Acquiring: Decision Framework

Strategic Rationale Decision Tree

START: Acquisition opportunity identified
  |
  v
[What are you really buying?]
  |
  +-- TALENT (acqui-hire)
  |     Cost: $1-3M per key engineer
  |     Timeline: 1-3 months
  |     Risk: Key people leave after lockup
  |
  +-- TECHNOLOGY (product/IP)
  |     Cost: Revenue multiple or technology valuation
  |     Timeline: 3-6 months
  |     Risk: Technology doesn't integrate, team leaves
  |
  +-- CUSTOMERS (market share)
  |     Cost: Revenue multiple (higher for sticky customers)
  |     Timeline: 3-6 months
  |     Risk: Customers churn during transition
  |
  +-- MARKET ACCESS (geographic or vertical)
        Cost: Strategic premium
        Timeline: 6-12 months
        Risk: Market assumptions wrong, cultural clash

For ALL types, ask:
  "Can we build this faster and cheaper?" If YES --> Don't acquire.
  "Is integration complexity worth the shortcut?" If NO --> Don't acquire.

Buy vs. Build Analysis

Decision rule: Buy when time-to-market matters more than cost. Build when control and culture matter more than speed.

Due Diligence Framework

Due Diligence by Domain

Due Diligence Priority Matrix

Financial Due Diligence Deep Dive

Valuation Methods

Method Selection

SaaS Revenue Multiple Ranges

Note: Multiples vary significantly by market, vertical, and broader market conditions. These are indicative ranges.

Valuation Adjustment Factors

Deal Structure

Key Terms to Negotiate

Earnout Design Principles

Integration: 100-Day Plan

Integration Decision: Absorb, Preserve, or Hybrid

100-Day Integration Timeline

Day 1 Checklist (Non-Negotiable)

Integration Anti-Patterns

Being Acquired: Preparation

Readiness Assessment

Preparation Timeline (6-12 Months Before)

Data Room Contents

Red Flags (Both Sides)

Acquiring Red Flags

• No clear strategic rationale beyond "it's a good deal"
• Due diligence reveals culture mismatch and it is dismissed
• Key people not committed before close
• Integration plan does not exist or is "we'll figure it out"
• Valuation based on projections, not actuals
• Revenue concentration > 30% in one customer
• Founder has no lockup or earnout incentive

Being Acquired Red Flags

• Only one buyer interested (no competitive dynamic)
• Earnout targets seem unreachable after integration
• Buyer has history of post-acquisition layoffs
• No written commitment for team retention
• Valuation feels low but "speed" is used as pressure
• Buyer rushing timeline without clear reason

Integration with C-Suite

Output Artifacts

Troubleshooting

Success Criteria

• Strategic rationale articulated in one paragraph before any DD begins; "buy vs. build" analysis completed with clear justification
• Due diligence completed within 8-week timeline with all Priority 1 items cleared by Week 2
• Integration plan documented before deal close, not after, with named owners for every workstream
• Day 1 checklist 100% executed: CEO welcome, customer communication, key person meetings, systems access, reporting structure
• 100-day integration milestones met: 90%+ key person retention, zero customer churn attributable to integration, systems integrated per plan
• Synergy targets tracked quarterly with variance < 15% from projections
• Data room (if selling) complete and organized 30 days before process begins

Scope & Limitations

• In scope: Strategic rationale assessment, buy vs. build analysis, due diligence frameworks (financial, technical, legal, people, market, product, security), valuation methodologies, deal structure negotiation, integration planning and execution, preparation for being acquired, data room construction
• Out of scope: Legal document drafting (use M&A legal counsel); tax structure optimization (use tax advisors); regulatory antitrust filings (use specialized counsel); investment banking services (engage M&A advisor for process management)
• Limitation: Valuation multiples are market-dependent and change with conditions; ranges provided are indicative benchmarks, not appraisals
• Limitation: Framework optimized for technology company M&A (SaaS, software); manufacturing, retail, and regulated industry M&A have additional complexities
• Limitation: Integration success depends heavily on cultural compatibility, which is difficult to assess fully during DD

Integration Points

Python Tools