ma-playbook

---
name: ma-playbook
description: Use when evaluating acquisitions, preparing for acquisition, M&A due diligence, integration planning, or deal negotiation.
category: C-Level Advisory
version: 1.0.0
tools: []
---

# M&A Playbook

Frameworks for both sides of M&A: acquiring companies and being acquired.

## Quick Start

**Acquiring:** Strategic rationale → target screening → due diligence → valuation → negotiation → integration.

**Being Acquired:** Readiness assessment → data room prep → advisor selection → negotiation → transition.

## When You're Acquiring

### Strategic Rationale (answer before anything else)
- **Buy vs Build:** Can you build this faster/cheaper? If yes, don't acquire.
- **Acqui-hire vs Product vs Market:** What are you really buying?
- **Integration complexity:** How hard is it to merge?

### Due Diligence Checklist
| Domain | Key Questions | Red Flags |
|--------|----|----|
| Financial | Revenue quality, customer concentration, burn | >30% revenue from 1 customer |
| Technical | Code quality, tech debt, architecture | Monolith with no tests |
| Legal | IP ownership, litigation, contracts | IP owned by individuals |
| People | Key person risk, culture fit, retention | No lockup/earnout |
| Market | Market position, competitive threats | Declining market share |
| Customers | Churn rate, NPS, contract terms | High churn, short contracts |

### Valuation Approaches

Illustrative ranges **— always verify against current market comps before using**:

- **Revenue multiple:** 2-15x ARR for SaaS (varies with growth, NRR, rate environment)
- **Comparable transactions:** Similar company sales (most defensible anchor)
- **DCF:** Profitable companies only
- **Acqui-hire:** Illustrative range 1-3M per engineer

### Integration Frameworks

See references for 100-day integration plan.

## When You're Being Acquired

### Preparation (6-12 months before)
1. Clean up financials
2. Document all IP and contracts
3. Reduce customer concentration
4. Lock up key employees
5. Build the data room
6. Engage M&A advisor

### Negotiation Points
| Term | Watch | Leverage |
|------|-------|----------|
| Valuation | Earnout traps | Competing offers |
| Earnout | Milestone definitions | Cash-heavy vs earnout |
| Lockup | Duration, conditions | Replaceability |
| Rep & warranties | Liability scope | Escrow vs cap |
| Employee retention | Offer scope | Key dependencies |

## Verification Loop (before LOI or signature)

1. **Legal terms** → run LOI/term sheet through risk analysis (12 founder-killer patterns)
2. **Data diligence** → audit training-data rights, GDPR Art. 6 basis
3. **Valuation math** → quantitative model verification

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**Version:** 1.0.0