by Cristian Anastasiu, Excendio Advisors
One of the most memorable assignments in my business school communications course was deceptively simple: take a 60-to-70-page business case and compress it – first into a few sentences, then into a few words. It’s an exercise that has stayed with me throughout 20+ years in M&A, because the best deals, and the worst ones, often hinge on ideas that can be expressed in a single sentence.
M&A is a business of judgment calls made under time pressure, often with incomplete information and a lot riding on the outcome. There’s rarely time in the middle of a negotiation to reason from first principles. Instead, dealmakers lean on pattern recognition – the accumulated shorthand of what’s worked, what’s failed, and why. Over two decades, a handful of these adages have proven durable enough to guide me through hundreds of transactions. Here are seven I keep coming back to.
“You can set the price if I set the terms.”
A deal is never just a number. Price is one variable among many – cash at closing, earnouts, seller notes, EBITDA adjustments, asset versus stock structure, working capital, escrow, covenants, and dozens of other provisions packed into a purchase agreement that can run 60 pages or more. The seller who fixates on headline price while conceding everything else often ends up worse off than the one who negotiates holistically. Know your priorities, protect what matters most, and never evaluate any single term in isolation.
“Would you buy it for $1?”
The late Len Fassler – founder of CORE BTS, architect of several highly successful M&A consolidation plays, and a past client – used this question as his first filter when evaluating a potential acquisition. The point wasn’t literally about price. It was about forcing an honest conversation about fit, synergies, and value creation before getting tangled up in deal structure. It’s a reminder that what a buyer pays reflects what a company is worth to that buyer – not its standalone intrinsic value. Quality acquirers think this way. They’re not hunting for a bargain; they’re buying for what the business enables them to do.
“Every good deal has to die three times before it closes.”
M&A transactions are rarely linear. Most go through moments where the deal appears to be over – a due diligence surprise, a valuation gap that reopens, a financing hiccup, a moment of cold feet. This adage is a reminder that turbulence is normal, not a signal to walk away. In fact, surviving those moments together often strengthens the relationship between buyer and seller. The parties that close the hardest deals are usually the ones who built enough trust early to weather the storms. Be flexible, stay focused on your goals, and never say never in deal-making.
“Bad news first.”
This one seems to contradict conventional wisdom – you never get a second chance to make a first impression, after all. But in M&A, the right impression matters more than a polished one. Sellers who disclose problems early control the narrative. Those who bury bad news until late in the process hand the buyer a justification to reprice the deal – or walk. I’ve seen both versions play out on the same type of issue – a customer concentration problem, say, or a pending litigation matter. Disclosed on the seller’s terms in the first management meeting, it becomes a manageable risk the parties work through together. Uncovered by the buyer’s diligence team three weeks before closing, that same issue becomes evidence that the seller can’t be trusted – and every other representation in the purchase agreement gets read more skeptically as a result. Even issues the seller considers minor can land differently with a buyer who feels they were withheld. Get ahead of it. Transparency builds credibility; surprises destroy it.
“Time kills deals.”
This may be the most universally true adage in M&A. Every transaction has its own natural pace, shaped by the parties involved. But when momentum slows – for whatever reason – doubt fills the vacuum. Parties start second-guessing the delay, exploring alternatives, losing focus. What began as a promising deal quietly loses its energy. I’ve watched deals stall over a two-week delay in scheduling a management presentation, only to have the buyer’s enthusiasm cool noticeably by the time it finally happened – not because anything about the business had changed, but because the pause gave second thoughts room to grow. Urgency isn’t about rushing; it’s about protecting the momentum that keeps both sides engaged and committed.
“Surgeon vs. primary care doctor.”
A business owner once used this analogy to describe the difference between hiring an M&A advisor and relying on a trusted generalist – an attorney, CPA, or management consultant. A primary care doctor knows the patient deeply, has earned their trust over years, and is invaluable for ongoing care. But surgery requires a different and highly specialized skill set. So does selling a business. The M&A advisor brings transaction-specific expertise – process management, buyer positioning, negotiation strategy, deal structuring – that a generalist, however trusted, simply isn’t trained to provide.
“The hockey stick.”
It’s a pattern experienced buyers recognize immediately: revenue has been flat or declining for years, but the projections in the offering materials show explosive growth – 30, 40, 50% – just around the corner. Technically possible, rarely credible. Sophisticated buyers discount these projections heavily, and the damage goes beyond the numbers. An aggressive hockey stick often reveals more about the seller’s judgment and self-awareness than about the business itself – raising questions a seller never intended to invite. Honest, defensible projections may look less exciting, but they protect credibility when it matters most: at the negotiating table.
Twenty years of M&A deals have taught me that the fundamentals rarely change. Markets shift, deal structures evolve, industries consolidate and fragment, and each new cycle brings its own vocabulary and its own version of the “hot” strategy – but the human dynamics underneath every transaction stay remarkably consistent. Trust still has to be earned. Momentum still has to be protected. Bad news still travels better early than late. These adages endure not because they’re clever, but because they capture something true about how deals – and the people who make them – actually work. The advisors and principals who internalize them tend to close more of the right deals, and walk away from more of the wrong ones, than those who don’t.