August 27, 2025 • 32 mins
Guest:
Nicholas Spezio
Host:
Melissa Aarskaug
Episode Overview:
In today’s high-stakes M&A market, fortunes are made—or lost—in the fine print. Nicholas Spezio, Head of Transaction Services at Expo Group, joins Executive Connect to reveal the deadly mistakes and red flags that derail deals before they even close. From churn misclassifications to aggressive EBITDA add-backs, Nicholas breaks down the subtle traps that erode trust and value, and explains how both buyers and sellers can safeguard the purchase price. Whether you’re a founder preparing for acquisition, a CFO navigating due diligence, or an investor seeking clarity, this episode is packed with practical insights to help you spot the pitfalls before it’s too late. What You’ll Learn:
Visit our website: www.executiveconnectpodcast.com
Watch full episodes on YouTube: Executive Connect YouTube Channel
Social:
LinkedIn: Melissa Aarskaug
Instagram: @executiveconnectpodcast
TikTok: @executiveconnectpodcast
Facebook: Executive Connect
Nicholas Spezio
Host:
Melissa Aarskaug
Episode Overview:
In today’s high-stakes M&A market, fortunes are made—or lost—in the fine print. Nicholas Spezio, Head of Transaction Services at Expo Group, joins Executive Connect to reveal the deadly mistakes and red flags that derail deals before they even close. From churn misclassifications to aggressive EBITDA add-backs, Nicholas breaks down the subtle traps that erode trust and value, and explains how both buyers and sellers can safeguard the purchase price. Whether you’re a founder preparing for acquisition, a CFO navigating due diligence, or an investor seeking clarity, this episode is packed with practical insights to help you spot the pitfalls before it’s too late. What You’ll Learn:
- The #1 red flag: churn and misclassified recurring vs non-recurring revenue
- The Adjusted EBITDA gap—and why aggressive add-backs kill credibility
- What great financial, tax, and operational due diligence actually looks like
- A smarter approach to working capital that saves time, cost, and conflict
- How SaaS/FinTech founders and AI startups should prepare for a deal
- The seller’s playbook for protecting the purchase price
Visit our website: www.executiveconnectpodcast.com
Watch full episodes on YouTube: Executive Connect YouTube Channel
Social:
LinkedIn: Melissa Aarskaug
Instagram: @executiveconnectpodcast
TikTok: @executiveconnectpodcast
Facebook: Executive Connect
Mark as Played
Transcript
Episode Transcript
Available transcripts are automatically generated. Complete accuracy is not guaranteed.
(00:00):
Ever wonder who keeps the deal train from flying off the rail while millions or billions
(00:07):
are on the line?
Meet Nicholas Spazio.
The guy's private equity firms actually call when it's time to kick the tires, pop the
hood, and make sure the business they're buying isn't about to burst into flames.
With over 150 transactions across SAS, Fintech, and beyond, Nicholas knows what makes
(00:30):
a deal, sync or scale.
On today's Executive Connect podcast, we're talking about transaction services where
strategy meets spreadsheets and fortunes are made or lost in the fine print.
Welcome, Nicholas.
Thank you very much.
I love that.
(00:51):
I you built your career at the center of some pretty serious high-stake deals.
What initially drew you to transaction services and how did your global career journey from
New York to New Zealand shape the way your approach deal making today?
It's a great question.
I started my career off in public accounting.
(01:13):
I started at a top 10 firm, moved over to PWC, a big four firm, auditing big hedge funds.
My first client was Tiger Global.
I was a young 25 year old, just sort of star struck by Tiger going up to the solo West
building over a looking central park and auditing these big massive hedge funds and private
equity funds and just had this allure and sort of just wonder of what private equity was
(01:40):
and how these different fund managers bought businesses and what the strategy was and how
they did these turnarounds and grew them and then exited them and from an early young age
I always was curious and interested in private equity and as I continued to get more experience,
more experience went to New Zealand and did some time there, Argentina, India, all these
(02:02):
different places at PWC.
This opportunity came up at Expo Group to head their transaction services practice and
after 10 years of audit, I really had this decision to make either to stay in assurance
and audit at PWC which I thought that was the natural path for me to either make MD or
partner or to take a leap of faith and join this startup advisory firm that was six people
(02:26):
at the time and head transaction services which I actually had never done before and learn
financial due diligence and I said you know what, at a pivotal point in my career, I don't
have any kids yet, I'm not married, this is a perfect opportunity for me to try something
new and try it in an industry that I'm really interested in.
So I decided to take the leap of faith and I'm really happy I did, it's been the best decision
(02:48):
of my career by far.
I love that Nicholas, that's such a testament, I think taking the leaps are really important
in our career journeys.
So I want to talk a little bit about what transactions services actually are in kind of open
that hood.
So let's demystify it for our listeners, what is transactions services and can you break
(03:10):
down what your team actually does and why it's critical for both the buyer and the seller?
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(03:30):
Absolutely, absolutely.
So transaction services as an umbrella covers a number of different services that goes
along the lines of an actual transaction or MNA event or buy and sell.
And so for us as part of our transaction services practice, we offer a couple different
services along those lines.
(03:51):
One being financial due diligence, another being tax due diligence, another being operational
due diligence.
And so what we do in terms of our financial due diligence is deliver a product to our
clients or investors called the quality of earnings.
And what a quality of earnings is it's a word that probably a lot of people hear and say
(04:12):
and think about, but a quality of earnings is really understanding truly what the quality
of a target company's earnings are.
So when you look at an income statement or a PNL, you can see what the income is or the
adjusted income or the EBITDA, but that doesn't tell you the full picture or depict everything
(04:32):
that you need in order to make good decisions.
And so what our job is in determining what the quality of the earnings is is also understanding
the revenue, the quality of the revenue, breaking out what the revenue looks like.
Is it recurring versus non-recurring?
Is it one customer driving all the revenue?
Is it the top 10 customers driving all that revenue?
(04:54):
Is there certain revenue recognition implications that we need to think about in terms of deferred
revenue?
And then understanding the expenses as well is their supply chain considerations that
we need to think about is their supplier concentrations.
And so really breaking down what their PNL, what their balance she looks like, understanding
the true recurring nature of the PNL and the revenue and their earnings and whether
(05:17):
this is something that's investible and whether there's a growth trajectory and what we really
think about the business.
So as our job in doing financial due diligence, it's really identifying risks, opportunities,
challenges in things that our clients can really hang their hats on in terms of the key insights
and KPIs that help them make the best decisions that they possibly can before they actually
(05:41):
sign the papers and acquire this business.
And it seems there's a ton of M&A going on in the world today.
Nicholas, it seems even the big companies are emerging with each other.
So I don't, it doesn't seem like this space is letting up anytime soon.
Yes, I'm Q1 and Q2 is normally our slowest quarters and it's been our busiest two quarters since
(06:05):
I've joined in 2021.
So it's been very, very active.
I love it.
It keeps things exciting and interesting.
Now for my understanding, private equity firms and capital and venture capital firms don't
like surprises, at least not the financial kind.
So what is the biggest red flags you're seeing to help clients spot issues before the deal closes
(06:29):
and maybe some insights on what they can do so to navigate not making those, taking
those risks?
The biggest thing that our clients see that would break a deal is churn or the allocation
of recurring versus non-recurring revenue.
And so what churn is really defined as is customers leaving the business.
(06:52):
And a lot of the times they're measuring the net retention, the gross retention, the net
churn, the gross churn.
If our clients are underwriting the deal based on an annual recurring revenue number and
they think that their retention is x percentage and it falls far below that number, that's usually
a major red flag to them that they need to then investigate to understand why are so many
(07:15):
of the target companies customers churning and what are the downstream implications to
that? How many customers do they then need to acquire or embed back into the business because
they're losing this many customers and what's the acquisition cost to getting more customers?
And why are they losing them?
Are they losing them to competitors or are they losing them because their product isn't
(07:35):
as good or are they losing them because their customer support?
Are they losing them because of pricing?
So that's a big piece of it.
And then I think other pieces of it is if the adjusted EBITDA figure comes in far below
what they expected and potentially if they got a cell side QV or used a banker and there
was aggressive adjustments meaning they are baking in far more ad backs what they're called
(08:01):
to EBITDA than they could really hang their hats on.
So we see that a lot.
There's a big gap between the adjusted EBITDA that's presented to us by bankers or cell
side QVs versus what we believe the true adjusted EBITDA is and because you're talking
about millions of dollars you have that delta between what we think adjusted EBITDA is versus
what they think adjusted EBITDA is times whatever the multiple is of the deal and that's the
(08:25):
true magnitude of EV that we're talking about and that can then cause some contention
between a buyer and seller and how that kind of gets worked out.
So those are the things that we see.
Yeah is there a specific sector that's struggling a bit right now or I mean I work in the
tech sector I see that there's a ton of competitors out there so a lot of the churn has been through
(08:51):
price and more players in the space now is that similar for all sectors right now or
any insight on that.
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(09:39):
We do a lot in software I'd say 75 to 80% of the deals that we do are in software as
well.
I wouldn't say that there's been significant challenges in terms of churn.
I mean there's certain customers or like vertical segments of what we look at that may
be struggling more than others.
The biggest struggle right now in the market that we're seeing is just purely the competitive
(10:03):
nature of M&A because the market has been extremely blurred.
I think historically it was much more fragmented where you had big blue chip, Excel KKRs, the
big funds, black stones, black rocks, buying big businesses in the upper market and then
the next series of funds buying in the middle market and then you had your smaller PE funds
(10:25):
buying in the lower middle market and then you could kind of see how each of those funds
interacted and buying those businesses and then exiting to a little bit more upstream.
What's become sort of the norm now is the market is just completely blurred.
You have really big shops coming all the way downstream and buying businesses from smaller
shops and so that is making the market much more competitive and we're seeing a lot of our
(10:48):
clients get priced out of deals because they're not willing to pay the multiples that they're
seeing right now on annual recurring revenue, AR.
So that's been like the biggest struggle right now, just the pure competition in the market.
I love it.
So on the flip side literally you also help the sellers prep for due diligence.
(11:10):
So what does it take to make a company deal ready in today's market and what separates
the smooth exits from the painful ones?
Preparation.
Preparation is the biggest thing and I feel like I almost exhaust myself in trying to
I don't want to say convince sellers that they should do a quality of earnings but you
(11:31):
know it's it's almost like if you were going to sell your house and you had the ability to
do an inspection, a pre-sell inspection of your home and that inspection gave you a
report of everything that you could fix or upgrade prior to sell prior to selling and
go into market and you knew that if you fix those things it would be extremely accretive
(11:52):
to you in the way of I don't know multiple terms on your business.
Everybody would everybody I think would do that and take that report and be like oh I can
fix this, I can fix this, I can fix that.
That's the same thing in terms of doing a sell-side quality of earnings and doing tax due diligence
up before you go to the market because the sell-side QV is going to do a couple things for
(12:15):
you.
It's going to protect purchase price for you because you're going to get an adjusted
EBITDA number up front that we can all agree on that that's the true adjusted EBITDA and
then using market comps or whatever we think this is the true purchase price or this is
the true enterprise value and we're the driver's seat versus a buyer coming in adjusting EBITDA
(12:36):
and telling you what they think EV is.
We're going on the up front and we're saying okay this is what we think EV is and then
the other big thing too is a lot of times when sellers are going to market and exiting their
business this is the first time or maybe the second time they've ever done it so they're
not getting as many reps into doing this and so they're already at disadvantage because
(12:56):
buyers are buying a lot of times multiple businesses as part of their roll-up strategy
or as part of their inorganic growth strategy and so the other big thing is networking capital
and working capital optimization.
Giving ahead of working capital and saying hey these are the things that we want to put
into working capital so we can protect purchase price and not get it baked into debt or debt
(13:16):
like items where they get a dollar for dollar purchase price reduction becomes really
really important for sellers so that's our big kind of selling piece is like you you pain
for a sell site QV will pay for itself because we're going to identify these issues for
you up front and then we can better prepare as we go to market we can understand what the
true key metrics are and then the other pieces we're going to shoulder and we're going
(13:38):
to shield you from all the questions that come from the buy side when they do come in
so we're going to have everything already prepared for you it's going to make this process
a lot more seamless for you so I think it's a really valuable product for sellers but you
know it's kind of mixed back on whether they invested or not.
No I love the analogy to the home buying I think that's so spot on and do you find that
(14:02):
the sellers sometimes you know maybe they you know they think they have different numbers
than you do do they go back and say okay I need to you know fix this area fix that area
do you find that a lot of them push forward or a lot of them go back and you know rework
things increase revenue before they sell that mean that's a great point I mean oftentimes
(14:24):
when we do go to the table to present our findings and what we believe the adjusted EBITDA
is is they then have that opportunity to say wow that's exactly what I thought or wow
that's way lower than I thought so maybe it is worth waiting another six months because
our pipeline looks like this and we think our contracted ARR is this and we think we can
(14:45):
go to market with even more of EBITDA and a higher run rate if we wait another six months
so it you know that's the beauty of it is like my advice to sellers is always don't rush
to market and again we're like 95% of the buy side so we don't do as much sell side but
when we do I'm like this is only going to be helpful for you like you are going to know
(15:05):
all of your numbers you're going to get a beautiful report you're going to know what
your adjusted EBITDA is and then you can be patient with what the results are in terms of
what your decision is to go to market like there's no rush here so it can only benefit you
in my perspective in terms of getting the numbers getting the adjusted EBITDA understanding
what your turn is understanding what your attention is understand what your customer
concentration is understanding what your DSO is and then you can start to put together
(15:30):
what the story is because you want to present the facts present the past but you want to
sell the future sell the story and so that's what we're really trying to do is with our
report is put together a good story for the market and for the buyers.
I love that I think it's brilliant I want to talk a little bit about some industry trends
because I love what's hot and what's not so you've worked across SaaS, Fintech, EdTec
(15:55):
and more what trends are you seeing in the deals right now is our specific trend you're
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One trend that we're seeing is more on the on the deal like on the purchase agreement.
Excuse me so oftentimes there's this notion of working capital which is always kind of
like the bane of sort of everyone's existence because for a seller like on the buy side we
(17:03):
have to explain what working capital is and then there's the negotiation of what accounts
actually go into working capital and then there's like the agreement of what the peg is which
is like the normalized working capital based on some historical period normally 12 months
and so you have to create this working capital depiction and then you come up with a peg
(17:25):
and then you estimate the working capital as of the closed date and then there's adjustment
to purchase price based on what you've set all these things and then the purchase price
either goes up or goes down by this and it's a lot for people to understand especially
sellers and it always is like an issue so one thing we've been seeing buyers do that I think
is really creative and really helpful for both sides is cover working capital under customary
(17:50):
reps and warranties meaning there is no adjustment they basically are saying continue to run the
business the way that you have and if you continue to do so there won't be any issues
working capital will just be what it is and then we can continue to own and operate the business
from what the working capital is left over in the business there's no need to adjust it
at closing there's no need to true it up post closing it just is what it is and it's
(18:13):
a much more efficient and cost efficient to because you don't have advisors like myself
that has to do the estimates and then true it up for the closing statement post closed
and explain all these things and then if there's you know conflict you know having to go
through that so and normally like it's pretty diminimous as well like it goes in either
direction but it's the time investment to explaining it putting all these things together
(18:35):
so it's a really interesting trend that we've been seeing work really really well for both
sides and I'm curious because I live in Austin of course and a lot of founders and investors
and AI companies are moving here is there anything that you know startup should be looking at
as they move forward into 2025 as they're considering selling their business is there anything
(19:02):
that you kind of projecting at would suggest to them.
Yeah I mean the biggest thing because we're working with some venture investors and they're
interested in a lot of really interesting early stage businesses AI businesses advanced tech
businesses and as interesting and as game changing as the technology is we've seen a lot of
(19:26):
deal stall or even break because the port coast or the targets operationally don't have any
sort of controls they don't have any sort of operations they have no way of getting the
financials over to the investors they don't have any underlying support that corroborates
what their financials are and so my biggest suggestion for very very early stage businesses
(19:49):
is really focus on your operations making sure you're thinking ahead to when you actually
expect to take on investors and working backwards from there in order to get everything that
you need into a good place so when someone starts knocking on the door and asking for these
things you're already prepared and you're not working in sort of backwards like oh my
god how do I put together all these contracts and all these invoices and in every you know
(20:13):
those are things that you can fix now but you really should invest into putting together
all of you know all of those things that make your business run properly.
I love that I think it's such great advice is so it's so rudimentary in what you said but
it's I've seen so many companies not do exactly what you said like have a plan make a plan
(20:33):
where are we going so I think that's such an important thing and I want to get you know I want
to go back to what we were talking about at the beginning and talk a little bit about career
advice and for people that are aspiring to be like you and do like you and maybe even
M&A professionals and so for those who want to go into this space you know I want to get
(20:54):
your insights on what skills or mindsets or you know things they need to have in this
world are in today.
For me it was always a confidence in myself like I was always willing to put the chips
(21:14):
on me and as I continue to get more and more tenured at PWC and I wanted more and more
and more and more but because of just the way that those bigger firms were structured even
though I felt like I was outperforming my peers there wasn't that differentiation in terms
of like what my comp would be what my title would be because it's just so structured but
(21:41):
Expo provided me with that opportunity to really bet on myself I mean I joined Expo
group as the head of transaction services but I was the only person on the desk it was
really just me at the time and so it gave me that opportunity to put the chips on myself
and just really work hard to try to do this and it was just the fact that I would never
(22:04):
stop working like I would just read every single M&A book I could get my hands on I read
investment banking books I read as many M&A books and legal books about M&A just anything
and everything that I could as well as leadership books to be the best professional that I could
because I knew the stronger that I got the stronger the desk could be and the more business
(22:25):
that we could ultimately bring on and I think the other piece of it is I have a natural
curiosity to be a learner and to be the best that I possibly can and so I think that coupled
with having the opportunity to grow this as much as I possibly could really helped fuel
the fire for me to take on this opportunity and to help lead it and like I said it was
(22:45):
just a perfect kind of storm in terms of joining at six people seven people I was the only
person on the desk and now we're close to 70 people in four years and there's 20 people
on the desk with me now for TS so it's just that I think hunger and fire to learn to be
a sponge to learn as much as possible and to really help lead on my clients and ask them
(23:07):
a lot of the technical questions like when I was trying to understand working capital and
debt and debt like in different working capital strategies and purchase price strategies
and how to structure earn outs and how to structure roll over equity and how to think
about asset deals versus equity deals like those things I just didn't naturally know and
so I had to find people that I trusted within the industry that were my connections that
(23:29):
I could be like hey can you explain this to me like why do you do it this way like why
are you thinking about men cash this way like those were things that I use to my advantage
in terms of building my network and finding people that I could have honest candid and
trustworthy conversations with that would help me navigate some of those more complex areas.
I love that I think the the need for education and the need to learn more is such an important
(23:55):
skill these days to want to learn and I love that you kind of took this role and you were
the only person on the team because it probably really gave you the opportunity to lean
in and focus on learning and developing and making plans and I love that you share that
because I think it's such it's such you know we all all see things a different way and
(24:16):
really to take the time to step back that had to be like a huge shift for you going from
you know leading teams to you know being an individual contributor now where there are
moments for you that you felt like oh my gosh did I make did I make the wrong mistake what
did I just do did you have any of those moments yeah definitely I mean the first six months
(24:39):
I was like I forgive me Kevin and Eric I was like I think I got to go back to PWC
because it was so unstructured like there wasn't playbooks there wasn't the technology I was
used to at PWC there wasn't processes set up there wasn't templates like there wasn't
all of the structure that I'd become so accustomed to I lost kind of overnight lost all my
(25:04):
mentors at PWC that I could go into their office and then ask them these hard questions
or go to lunch with them like it was all of a sudden I'm on this island and I have to
build everything myself and I don't have the same resources that I did so it was really really
hard I mean to do the deals myself from start to finish to learn the processes to learn M&A
(25:25):
to building the team to hiring like it was it was a lot I mean it it still is a lot I mean
there's a lot of pressure it's you know it's a little bit of a commoditized industry there's
a lot of really strong firms in the marketplace and the industry has become extremely fragmented
there's obviously all the big shops that are really really good that we can beat against but
(25:45):
there's a lot of really small shops to that are boutique and high end to so I mean it's just a
very very tough industry professional services like I don't want to say you're only as good
as your last deal but there is that pressure to constantly do well and to exceed and you know
to perform at a high level so yeah I mean there's a lot of times where I was like PWC it was
(26:07):
a lot easier than this so yeah and I think you know getting comfortable is a really bad plan
in today's world I feel like you know my career 20 years ago you know I just could focus on
my one task my one job my one role I think where we are today and the world is moving so
fast the tech is moving so fast so just to have like these AI companies that you know have
(26:33):
these huge evaluations and then you know then their evaluations go completely poof right
I think it's really important and to stay agile to stay educated to stay on point and to continue
to build that plan because what I heard you say and maybe you didn't say it is you were able
(26:54):
to sit down and build things the way you wanted from the ground up versus given a playbook
that you had to work against and and so I think that's a beautiful thing because you've been
able to learn so many different things and now you are exactly that a Swiss army knife
for all these different pieces that you therefore wouldn't have been had you not left so
(27:16):
kudos to you for taking the jump I love it I now I I'm thinking of like how much work
that must have been because I've been there before and I know long weekends long nights sleeveless
nights and so here you are on the other side is there anything you would tell your younger
self.
Oh that's all going to be okay it's all going to work out just keep your head up and you
(27:43):
know just keep taking deep breaths and it's it's hard to get lost in the day to day you
know now being almost 36 years old and doing this for I don't know 13 14 years now like
I actually went to this leadership training last week for tech week in New York City it was
hosted by right that other ship was awesome and one of the things that really resonated with
(28:07):
me was they were talking about gearing down and how high performers are always in the high
gear and I I've been definitely I've been hurt by that a lot because you're you're always
trying to do more you're always trying to work hard you know we're all you know barely
taking the time off trying to grow trying to take on new deals or trying to you know trying
(28:29):
to push to that next level but then you get to a moment you're like wow I'm like you
know pretty burned out here like how how did I get to this point and I think what I
would tell my younger self is like this is a marathon a very very long marathon you have
to be able to take rests and no one to slow down and no one to gear down and like everything
(28:50):
will work out and actually it will benefit you when you do gear down and that's one of
the biggest things I tell my younger teammates and even people that I network with that are
looking for advice I'm like work hard but you need to know when to kind of take it down
a notch and recuperate and rest and come back at it the next week with a full high
to steam so that's what I would tell myself I love that you said that that's such important
(29:14):
advice as a similar you know all and go get a can't stop won't stop for a sonality
there's something special in gearing down and leaning into your family or leaning into
a hobby and letting your mind rest is such an amazing things because you could dissect
the things that are going on quicker and faster without overthinking it I feel like for
(29:36):
me so I love that you said that's such great advice.
In I want to before we close I want to get any final things you want to share that we
haven't touched on about M&A and what executives business owners and entrepreneurs should
be thinking about.
I mean look if you're interested in buying a business if you're a strategic or a private
(30:01):
company and you want an organic growth you know the big thing is just you know we just
did this as our own kind of leadership retreat is understanding what your plan is understanding
what your true strategy is of your business and then truly understanding internally what
your strategy is then deploy that outward when you go out and buy a business and actually
(30:22):
go to acquire it's a pretty strenuous you know process of buying a business there's a lot
that goes into it so you know you need to do your due diligence it's worth that investment
to understand financially what they're doing from a tax perspective whether they've been
filing correctly if there's any implications for for sales tax and payroll operationally
(30:42):
what they're doing it's a big big investment so just kind of strap in for that and then
if you're a seller looking to potentially exit you've owned a business for a long time
or maybe not when you do look to exit that business it's also very very important to reflect
on why you're selling who you're looking to partner with or who you're looking to hand
these keys over to and to put together a good road that for what you want this to look
(31:07):
like and to get advisors involved as soon as you're ready to because they're going to help
you put together what you need in order to maximize value and that's really what you want
to do is you want to maximize value you want to find the right partner and you want to set
yourself and your employees up with a good partner to lead your firm in the next five or
10 years so that's that's what I would lead them with.
(31:28):
That's a great advice now this has been a deep dive into the world and most people never
get to see out close for listeners who want to learn more about Expo Group or connect with
you where might they go.
Email niclellis.spezio@expogroup.com our LinkedIn page Expo Group or even myself on LinkedIn
(31:48):
are great avenues to reach me.
Thank you so much for being here today and sharing your knowledge with our listeners that's
the Executive Connect podcast.
- Thank you for having me.
Ever wonder who keeps the deal train from flying off the rail while millions or billions
(00:07):
are on the line?
Meet Nicholas Spazio.
The guy's private equity firms actually call when it's time to kick the tires, pop the
hood, and make sure the business they're buying isn't about to burst into flames.
With over 150 transactions across SAS, Fintech, and beyond, Nicholas knows what makes
(00:30):
a deal, sync or scale.
On today's Executive Connect podcast, we're talking about transaction services where
strategy meets spreadsheets and fortunes are made or lost in the fine print.
Welcome, Nicholas.
Thank you very much.
I love that.
(00:51):
I you built your career at the center of some pretty serious high-stake deals.
What initially drew you to transaction services and how did your global career journey from
New York to New Zealand shape the way your approach deal making today?
It's a great question.
I started my career off in public accounting.
(01:13):
I started at a top 10 firm, moved over to PWC, a big four firm, auditing big hedge funds.
My first client was Tiger Global.
I was a young 25 year old, just sort of star struck by Tiger going up to the solo West
building over a looking central park and auditing these big massive hedge funds and private
equity funds and just had this allure and sort of just wonder of what private equity was
(01:40):
and how these different fund managers bought businesses and what the strategy was and how
they did these turnarounds and grew them and then exited them and from an early young age
I always was curious and interested in private equity and as I continued to get more experience,
more experience went to New Zealand and did some time there, Argentina, India, all these
(02:02):
different places at PWC.
This opportunity came up at Expo Group to head their transaction services practice and
after 10 years of audit, I really had this decision to make either to stay in assurance
and audit at PWC which I thought that was the natural path for me to either make MD or
partner or to take a leap of faith and join this startup advisory firm that was six people
(02:26):
at the time and head transaction services which I actually had never done before and learn
financial due diligence and I said you know what, at a pivotal point in my career, I don't
have any kids yet, I'm not married, this is a perfect opportunity for me to try something
new and try it in an industry that I'm really interested in.
So I decided to take the leap of faith and I'm really happy I did, it's been the best decision
(02:48):
of my career by far.
I love that Nicholas, that's such a testament, I think taking the leaps are really important
in our career journeys.
So I want to talk a little bit about what transactions services actually are in kind of open
that hood.
So let's demystify it for our listeners, what is transactions services and can you break
(03:10):
down what your team actually does and why it's critical for both the buyer and the seller?
Ready to lead smarter and invest wiser?
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the subscribe button now, don't just watch apps.
(03:30):
Absolutely, absolutely.
So transaction services as an umbrella covers a number of different services that goes
along the lines of an actual transaction or MNA event or buy and sell.
And so for us as part of our transaction services practice, we offer a couple different
services along those lines.
(03:51):
One being financial due diligence, another being tax due diligence, another being operational
due diligence.
And so what we do in terms of our financial due diligence is deliver a product to our
clients or investors called the quality of earnings.
And what a quality of earnings is it's a word that probably a lot of people hear and say
(04:12):
and think about, but a quality of earnings is really understanding truly what the quality
of a target company's earnings are.
So when you look at an income statement or a PNL, you can see what the income is or the
adjusted income or the EBITDA, but that doesn't tell you the full picture or depict everything
(04:32):
that you need in order to make good decisions.
And so what our job is in determining what the quality of the earnings is is also understanding
the revenue, the quality of the revenue, breaking out what the revenue looks like.
Is it recurring versus non-recurring?
Is it one customer driving all the revenue?
Is it the top 10 customers driving all that revenue?
(04:54):
Is there certain revenue recognition implications that we need to think about in terms of deferred
revenue?
And then understanding the expenses as well is their supply chain considerations that
we need to think about is their supplier concentrations.
And so really breaking down what their PNL, what their balance she looks like, understanding
the true recurring nature of the PNL and the revenue and their earnings and whether
(05:17):
this is something that's investible and whether there's a growth trajectory and what we really
think about the business.
So as our job in doing financial due diligence, it's really identifying risks, opportunities,
challenges in things that our clients can really hang their hats on in terms of the key insights
and KPIs that help them make the best decisions that they possibly can before they actually
(05:41):
sign the papers and acquire this business.
And it seems there's a ton of M&A going on in the world today.
Nicholas, it seems even the big companies are emerging with each other.
So I don't, it doesn't seem like this space is letting up anytime soon.
Yes, I'm Q1 and Q2 is normally our slowest quarters and it's been our busiest two quarters since
(06:05):
I've joined in 2021.
So it's been very, very active.
I love it.
It keeps things exciting and interesting.
Now for my understanding, private equity firms and capital and venture capital firms don't
like surprises, at least not the financial kind.
So what is the biggest red flags you're seeing to help clients spot issues before the deal closes
(06:29):
and maybe some insights on what they can do so to navigate not making those, taking
those risks?
The biggest thing that our clients see that would break a deal is churn or the allocation
of recurring versus non-recurring revenue.
And so what churn is really defined as is customers leaving the business.
(06:52):
And a lot of the times they're measuring the net retention, the gross retention, the net
churn, the gross churn.
If our clients are underwriting the deal based on an annual recurring revenue number and
they think that their retention is x percentage and it falls far below that number, that's usually
a major red flag to them that they need to then investigate to understand why are so many
(07:15):
of the target companies customers churning and what are the downstream implications to
that? How many customers do they then need to acquire or embed back into the business because
they're losing this many customers and what's the acquisition cost to getting more customers?
And why are they losing them?
Are they losing them to competitors or are they losing them because their product isn't
(07:35):
as good or are they losing them because their customer support?
Are they losing them because of pricing?
So that's a big piece of it.
And then I think other pieces of it is if the adjusted EBITDA figure comes in far below
what they expected and potentially if they got a cell side QV or used a banker and there
was aggressive adjustments meaning they are baking in far more ad backs what they're called
(08:01):
to EBITDA than they could really hang their hats on.
So we see that a lot.
There's a big gap between the adjusted EBITDA that's presented to us by bankers or cell
side QVs versus what we believe the true adjusted EBITDA is and because you're talking
about millions of dollars you have that delta between what we think adjusted EBITDA is versus
what they think adjusted EBITDA is times whatever the multiple is of the deal and that's the
(08:25):
true magnitude of EV that we're talking about and that can then cause some contention
between a buyer and seller and how that kind of gets worked out.
So those are the things that we see.
Yeah is there a specific sector that's struggling a bit right now or I mean I work in the
tech sector I see that there's a ton of competitors out there so a lot of the churn has been through
(08:51):
price and more players in the space now is that similar for all sectors right now or
any insight on that.
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(09:39):
We do a lot in software I'd say 75 to 80% of the deals that we do are in software as
well.
I wouldn't say that there's been significant challenges in terms of churn.
I mean there's certain customers or like vertical segments of what we look at that may
be struggling more than others.
The biggest struggle right now in the market that we're seeing is just purely the competitive
(10:03):
nature of M&A because the market has been extremely blurred.
I think historically it was much more fragmented where you had big blue chip, Excel KKRs, the
big funds, black stones, black rocks, buying big businesses in the upper market and then
the next series of funds buying in the middle market and then you had your smaller PE funds
(10:25):
buying in the lower middle market and then you could kind of see how each of those funds
interacted and buying those businesses and then exiting to a little bit more upstream.
What's become sort of the norm now is the market is just completely blurred.
You have really big shops coming all the way downstream and buying businesses from smaller
shops and so that is making the market much more competitive and we're seeing a lot of our
(10:48):
clients get priced out of deals because they're not willing to pay the multiples that they're
seeing right now on annual recurring revenue, AR.
So that's been like the biggest struggle right now, just the pure competition in the market.
I love it.
So on the flip side literally you also help the sellers prep for due diligence.
(11:10):
So what does it take to make a company deal ready in today's market and what separates
the smooth exits from the painful ones?
Preparation.
Preparation is the biggest thing and I feel like I almost exhaust myself in trying to
I don't want to say convince sellers that they should do a quality of earnings but you
(11:31):
know it's it's almost like if you were going to sell your house and you had the ability to
do an inspection, a pre-sell inspection of your home and that inspection gave you a
report of everything that you could fix or upgrade prior to sell prior to selling and
go into market and you knew that if you fix those things it would be extremely accretive
(11:52):
to you in the way of I don't know multiple terms on your business.
Everybody would everybody I think would do that and take that report and be like oh I can
fix this, I can fix this, I can fix that.
That's the same thing in terms of doing a sell-side quality of earnings and doing tax due diligence
up before you go to the market because the sell-side QV is going to do a couple things for
(12:15):
you.
It's going to protect purchase price for you because you're going to get an adjusted
EBITDA number up front that we can all agree on that that's the true adjusted EBITDA and
then using market comps or whatever we think this is the true purchase price or this is
the true enterprise value and we're the driver's seat versus a buyer coming in adjusting EBITDA
(12:36):
and telling you what they think EV is.
We're going on the up front and we're saying okay this is what we think EV is and then
the other big thing too is a lot of times when sellers are going to market and exiting their
business this is the first time or maybe the second time they've ever done it so they're
not getting as many reps into doing this and so they're already at disadvantage because
(12:56):
buyers are buying a lot of times multiple businesses as part of their roll-up strategy
or as part of their inorganic growth strategy and so the other big thing is networking capital
and working capital optimization.
Giving ahead of working capital and saying hey these are the things that we want to put
into working capital so we can protect purchase price and not get it baked into debt or debt
(13:16):
like items where they get a dollar for dollar purchase price reduction becomes really
really important for sellers so that's our big kind of selling piece is like you you pain
for a sell site QV will pay for itself because we're going to identify these issues for
you up front and then we can better prepare as we go to market we can understand what the
true key metrics are and then the other pieces we're going to shoulder and we're going
(13:38):
to shield you from all the questions that come from the buy side when they do come in
so we're going to have everything already prepared for you it's going to make this process
a lot more seamless for you so I think it's a really valuable product for sellers but you
know it's kind of mixed back on whether they invested or not.
No I love the analogy to the home buying I think that's so spot on and do you find that
(14:02):
the sellers sometimes you know maybe they you know they think they have different numbers
than you do do they go back and say okay I need to you know fix this area fix that area
do you find that a lot of them push forward or a lot of them go back and you know rework
things increase revenue before they sell that mean that's a great point I mean oftentimes
(14:24):
when we do go to the table to present our findings and what we believe the adjusted EBITDA
is is they then have that opportunity to say wow that's exactly what I thought or wow
that's way lower than I thought so maybe it is worth waiting another six months because
our pipeline looks like this and we think our contracted ARR is this and we think we can
(14:45):
go to market with even more of EBITDA and a higher run rate if we wait another six months
so it you know that's the beauty of it is like my advice to sellers is always don't rush
to market and again we're like 95% of the buy side so we don't do as much sell side but
when we do I'm like this is only going to be helpful for you like you are going to know
(15:05):
all of your numbers you're going to get a beautiful report you're going to know what
your adjusted EBITDA is and then you can be patient with what the results are in terms of
what your decision is to go to market like there's no rush here so it can only benefit you
in my perspective in terms of getting the numbers getting the adjusted EBITDA understanding
what your turn is understanding what your attention is understand what your customer
concentration is understanding what your DSO is and then you can start to put together
(15:30):
what the story is because you want to present the facts present the past but you want to
sell the future sell the story and so that's what we're really trying to do is with our
report is put together a good story for the market and for the buyers.
I love that I think it's brilliant I want to talk a little bit about some industry trends
because I love what's hot and what's not so you've worked across SaaS, Fintech, EdTec
(15:55):
and more what trends are you seeing in the deals right now is our specific trend you're
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(16:43):
One trend that we're seeing is more on the on the deal like on the purchase agreement.
Excuse me so oftentimes there's this notion of working capital which is always kind of
like the bane of sort of everyone's existence because for a seller like on the buy side we
(17:03):
have to explain what working capital is and then there's the negotiation of what accounts
actually go into working capital and then there's like the agreement of what the peg is which
is like the normalized working capital based on some historical period normally 12 months
and so you have to create this working capital depiction and then you come up with a peg
(17:25):
and then you estimate the working capital as of the closed date and then there's adjustment
to purchase price based on what you've set all these things and then the purchase price
either goes up or goes down by this and it's a lot for people to understand especially
sellers and it always is like an issue so one thing we've been seeing buyers do that I think
is really creative and really helpful for both sides is cover working capital under customary
(17:50):
reps and warranties meaning there is no adjustment they basically are saying continue to run the
business the way that you have and if you continue to do so there won't be any issues
working capital will just be what it is and then we can continue to own and operate the business
from what the working capital is left over in the business there's no need to adjust it
at closing there's no need to true it up post closing it just is what it is and it's
(18:13):
a much more efficient and cost efficient to because you don't have advisors like myself
that has to do the estimates and then true it up for the closing statement post closed
and explain all these things and then if there's you know conflict you know having to go
through that so and normally like it's pretty diminimous as well like it goes in either
direction but it's the time investment to explaining it putting all these things together
(18:35):
so it's a really interesting trend that we've been seeing work really really well for both
sides and I'm curious because I live in Austin of course and a lot of founders and investors
and AI companies are moving here is there anything that you know startup should be looking at
as they move forward into 2025 as they're considering selling their business is there anything
(19:02):
that you kind of projecting at would suggest to them.
Yeah I mean the biggest thing because we're working with some venture investors and they're
interested in a lot of really interesting early stage businesses AI businesses advanced tech
businesses and as interesting and as game changing as the technology is we've seen a lot of
(19:26):
deal stall or even break because the port coast or the targets operationally don't have any
sort of controls they don't have any sort of operations they have no way of getting the
financials over to the investors they don't have any underlying support that corroborates
what their financials are and so my biggest suggestion for very very early stage businesses
(19:49):
is really focus on your operations making sure you're thinking ahead to when you actually
expect to take on investors and working backwards from there in order to get everything that
you need into a good place so when someone starts knocking on the door and asking for these
things you're already prepared and you're not working in sort of backwards like oh my
god how do I put together all these contracts and all these invoices and in every you know
(20:13):
those are things that you can fix now but you really should invest into putting together
all of you know all of those things that make your business run properly.
I love that I think it's such great advice is so it's so rudimentary in what you said but
it's I've seen so many companies not do exactly what you said like have a plan make a plan
(20:33):
where are we going so I think that's such an important thing and I want to get you know I want
to go back to what we were talking about at the beginning and talk a little bit about career
advice and for people that are aspiring to be like you and do like you and maybe even
M&A professionals and so for those who want to go into this space you know I want to get
(20:54):
your insights on what skills or mindsets or you know things they need to have in this
world are in today.
For me it was always a confidence in myself like I was always willing to put the chips
(21:14):
on me and as I continue to get more and more tenured at PWC and I wanted more and more
and more and more but because of just the way that those bigger firms were structured even
though I felt like I was outperforming my peers there wasn't that differentiation in terms
of like what my comp would be what my title would be because it's just so structured but
(21:41):
Expo provided me with that opportunity to really bet on myself I mean I joined Expo
group as the head of transaction services but I was the only person on the desk it was
really just me at the time and so it gave me that opportunity to put the chips on myself
and just really work hard to try to do this and it was just the fact that I would never
(22:04):
stop working like I would just read every single M&A book I could get my hands on I read
investment banking books I read as many M&A books and legal books about M&A just anything
and everything that I could as well as leadership books to be the best professional that I could
because I knew the stronger that I got the stronger the desk could be and the more business
(22:25):
that we could ultimately bring on and I think the other piece of it is I have a natural
curiosity to be a learner and to be the best that I possibly can and so I think that coupled
with having the opportunity to grow this as much as I possibly could really helped fuel
the fire for me to take on this opportunity and to help lead it and like I said it was
(22:45):
just a perfect kind of storm in terms of joining at six people seven people I was the only
person on the desk and now we're close to 70 people in four years and there's 20 people
on the desk with me now for TS so it's just that I think hunger and fire to learn to be
a sponge to learn as much as possible and to really help lead on my clients and ask them
(23:07):
a lot of the technical questions like when I was trying to understand working capital and
debt and debt like in different working capital strategies and purchase price strategies
and how to structure earn outs and how to structure roll over equity and how to think
about asset deals versus equity deals like those things I just didn't naturally know and
so I had to find people that I trusted within the industry that were my connections that
(23:29):
I could be like hey can you explain this to me like why do you do it this way like why
are you thinking about men cash this way like those were things that I use to my advantage
in terms of building my network and finding people that I could have honest candid and
trustworthy conversations with that would help me navigate some of those more complex areas.
I love that I think the the need for education and the need to learn more is such an important
(23:55):
skill these days to want to learn and I love that you kind of took this role and you were
the only person on the team because it probably really gave you the opportunity to lean
in and focus on learning and developing and making plans and I love that you share that
because I think it's such it's such you know we all all see things a different way and
(24:16):
really to take the time to step back that had to be like a huge shift for you going from
you know leading teams to you know being an individual contributor now where there are
moments for you that you felt like oh my gosh did I make did I make the wrong mistake what
did I just do did you have any of those moments yeah definitely I mean the first six months
(24:39):
I was like I forgive me Kevin and Eric I was like I think I got to go back to PWC
because it was so unstructured like there wasn't playbooks there wasn't the technology I was
used to at PWC there wasn't processes set up there wasn't templates like there wasn't
all of the structure that I'd become so accustomed to I lost kind of overnight lost all my
(25:04):
mentors at PWC that I could go into their office and then ask them these hard questions
or go to lunch with them like it was all of a sudden I'm on this island and I have to
build everything myself and I don't have the same resources that I did so it was really really
hard I mean to do the deals myself from start to finish to learn the processes to learn M&A
(25:25):
to building the team to hiring like it was it was a lot I mean it it still is a lot I mean
there's a lot of pressure it's you know it's a little bit of a commoditized industry there's
a lot of really strong firms in the marketplace and the industry has become extremely fragmented
there's obviously all the big shops that are really really good that we can beat against but
(25:45):
there's a lot of really small shops to that are boutique and high end to so I mean it's just a
very very tough industry professional services like I don't want to say you're only as good
as your last deal but there is that pressure to constantly do well and to exceed and you know
to perform at a high level so yeah I mean there's a lot of times where I was like PWC it was
(26:07):
a lot easier than this so yeah and I think you know getting comfortable is a really bad plan
in today's world I feel like you know my career 20 years ago you know I just could focus on
my one task my one job my one role I think where we are today and the world is moving so
fast the tech is moving so fast so just to have like these AI companies that you know have
(26:33):
these huge evaluations and then you know then their evaluations go completely poof right
I think it's really important and to stay agile to stay educated to stay on point and to continue
to build that plan because what I heard you say and maybe you didn't say it is you were able
(26:54):
to sit down and build things the way you wanted from the ground up versus given a playbook
that you had to work against and and so I think that's a beautiful thing because you've been
able to learn so many different things and now you are exactly that a Swiss army knife
for all these different pieces that you therefore wouldn't have been had you not left so
(27:16):
kudos to you for taking the jump I love it I now I I'm thinking of like how much work
that must have been because I've been there before and I know long weekends long nights sleeveless
nights and so here you are on the other side is there anything you would tell your younger
self.
Oh that's all going to be okay it's all going to work out just keep your head up and you
(27:43):
know just keep taking deep breaths and it's it's hard to get lost in the day to day you
know now being almost 36 years old and doing this for I don't know 13 14 years now like
I actually went to this leadership training last week for tech week in New York City it was
hosted by right that other ship was awesome and one of the things that really resonated with
(28:07):
me was they were talking about gearing down and how high performers are always in the high
gear and I I've been definitely I've been hurt by that a lot because you're you're always
trying to do more you're always trying to work hard you know we're all you know barely
taking the time off trying to grow trying to take on new deals or trying to you know trying
(28:29):
to push to that next level but then you get to a moment you're like wow I'm like you
know pretty burned out here like how how did I get to this point and I think what I
would tell my younger self is like this is a marathon a very very long marathon you have
to be able to take rests and no one to slow down and no one to gear down and like everything
(28:50):
will work out and actually it will benefit you when you do gear down and that's one of
the biggest things I tell my younger teammates and even people that I network with that are
looking for advice I'm like work hard but you need to know when to kind of take it down
a notch and recuperate and rest and come back at it the next week with a full high
to steam so that's what I would tell myself I love that you said that that's such important
(29:14):
advice as a similar you know all and go get a can't stop won't stop for a sonality
there's something special in gearing down and leaning into your family or leaning into
a hobby and letting your mind rest is such an amazing things because you could dissect
the things that are going on quicker and faster without overthinking it I feel like for
(29:36):
me so I love that you said that's such great advice.
In I want to before we close I want to get any final things you want to share that we
haven't touched on about M&A and what executives business owners and entrepreneurs should
be thinking about.
I mean look if you're interested in buying a business if you're a strategic or a private
(30:01):
company and you want an organic growth you know the big thing is just you know we just
did this as our own kind of leadership retreat is understanding what your plan is understanding
what your true strategy is of your business and then truly understanding internally what
your strategy is then deploy that outward when you go out and buy a business and actually
(30:22):
go to acquire it's a pretty strenuous you know process of buying a business there's a lot
that goes into it so you know you need to do your due diligence it's worth that investment
to understand financially what they're doing from a tax perspective whether they've been
filing correctly if there's any implications for for sales tax and payroll operationally
(30:42):
what they're doing it's a big big investment so just kind of strap in for that and then
if you're a seller looking to potentially exit you've owned a business for a long time
or maybe not when you do look to exit that business it's also very very important to reflect
on why you're selling who you're looking to partner with or who you're looking to hand
these keys over to and to put together a good road that for what you want this to look
(31:07):
like and to get advisors involved as soon as you're ready to because they're going to help
you put together what you need in order to maximize value and that's really what you want
to do is you want to maximize value you want to find the right partner and you want to set
yourself and your employees up with a good partner to lead your firm in the next five or
10 years so that's that's what I would lead them with.
(31:28):
That's a great advice now this has been a deep dive into the world and most people never
get to see out close for listeners who want to learn more about Expo Group or connect with
you where might they go.
Email niclellis.spezio@expogroup.com our LinkedIn page Expo Group or even myself on LinkedIn
(31:48):
are great avenues to reach me.
Thank you so much for being here today and sharing your knowledge with our listeners that's
the Executive Connect podcast.
- Thank you for having me.
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