Early speaker responses to essential questions in corporate dealmaking

What are some strategies you are using to safeguard deals against economic and geopolitical events?

Although some people at the conference might not think about using the public markets to get deals done, when external events seem to close windows on M&A or go-public deals, historically, SPACs have been a controlled solution. In the cases that target companies want a public listing, or if they can manage to be public ready, a properly valued and managed SPAC is an ideal platform – for two companies to merge and go public simultaneously, or for a fund to have an exit and/or liquidity event when no strategic buyer can step up.

Do you think that ESG will remain important to shareholder activist campaigns in 2025 and beyond?

When anchor investors outside the US are key stakeholders, ESG will continue to be an essential social, regulatory, and financial driver.

What non-traditional financing structures are you exploring?

Asset-based credit secured by contracts for early-stage companies as opposed to hard assets.

What are you doing to shift the allocation of risk among counterparties and third-parties?

Public capital markets allow for issuance of incentive and risk-based securities can align both upside interest and downside protection. Similar tools can be used in private transactions if parties are aligned instead of antagonistic.

What is your dream bucket-list vacation?

A year on the road visiting US national parks and family across the US and Canada followed by a global hiking/wine tasting trip around the world.

What recent changes in deal terms are coming under scrutiny during the negotiating process?

Reps and warranties have become a thornier topic with the rise of R&W insurance, but insurance does not always cover you on known risks or contingent liabilities, so in some cases we need to retain an escrow even if insurance is in the mix and sellers are not happy about that.

What are some strategies you are using to safeguard deals against economic and geopolitical events?

We make extensive use of earn-outs tied to revenue and/or EBITDA achievement, which has been an effective way to secure value pricing at closing while preserving upside for both parties.

How is AI and technology impacting your dealmaking process?

We are using AI-driven company databases and sourcing tools on the front-end of the process. We are actively evaluating tools to support modeling and diligence, but have not put any into production yet.

Do you think that ESG will remain important to shareholder activist campaigns in 2025 and beyond?

Those who were focused on ESG for non-genuine / check-the-box reasons will be comfortable de-emphasizing it now, but I think for shareholder activists who are genuinely invested in ESG, the focus will remain.

What non-traditional financing structures are you exploring?

Seller financing has typically been reserved for deals of a certain type and size, but we are exploring use of this for larger deals that carry unique risks. The ownership structure has to lend itself to this, of course. We are also becoming a bit more open to JVs than we’ve been in the past as an interim step in combining companies.

What deal provisions have you seen change in the current environment?

In our sector, we’re seeing less consideration at closing, more contingent consideration or earn-outs.

What is your dream bucket-list vacation?

There are so many iconic places I’ve yet to see (Machu Picchu, the Pyramids, etc), and I hope to get there eventually, but lately I’ve been daydreaming about the beautiful beaches of Sardinia.

What recent changes in deal terms are coming under scrutiny during the negotiating process?

Earn-outs, structured incentives more prevalent given economic conditions. Purchase price certainty is also important.

What are some strategies you are using to safeguard deals against economic and geopolitical events?

We are more conservative in pursuing M&A in the first place right now. For live deals, in addition to looking at historical QofE, we are assessing where the targets have performed over longer periods of time vs LTM or last few years. We are looking closely and target supply chains and tariff risk. Our deal terms have not changed although they may reflect more of a buyer’s market so we are approaching valuation more aggressively.

How is AI and technology impacting your dealmaking process?

Limited but growing. We are experimenting with AI in target identification/research and starting to dip our toe in the water on using AI in due diligence.

Do you think that ESG will remain important to shareholder activist campaigns in 2025 and beyond?

The pendulum has swung from activists pushing for aggressive ESG policies to pressure on companies to soften their approach for ESG – or maybe the E and the S but not the G. G will remain important in 2025 while I think some companies will continue to be targeted for over-attention on ESG policies or policies out of step with the cultural mainstream. European companies will continue to focus on this more due to the climate in Europe as well as EU compliance requirements.

What non-traditional financing structures are you exploring?

None given our capital structure but clearly we are seeing a growing private and alternative credit market. It will be interesting to see how this plays out if we hit a recession.

What are you doing to shift the allocation of risk among counterparties and third-parties?

Nothing new in the last few months although we’d be more open to earn-outs when there is a valuation gap. Also

How are PE firms being more innovative in their deal structures and financing?

I can’t speak to PE deal structures and financing changes recently, however, I do see PE funds being more creative in structuring exits – partial sales, new fund investments, re-caps.

What deal provisions have you seen change in the current environment?

We have not closed a deal since December and there was nothing unusual about that.

What is your dream bucket-list vacation?

Antarctica – with stops in Argentina and Uruguay on the way. I’ve been to the other six continents so need to complete the list. Plus, my ten year old is obsessed with penguins and wants to go to Antarctica with me someday.