M&A Playbook

Provides structured guidance for M&A transactions including strategy, valuation, due diligence, deal structuring, integration planning, and sell-side readine...

Security Scan

The skill's documented behavior (an instruction-only M&A playbook) matches its name and description and makes no unexpected requests or installs.

Purpose & Capability

The name, description, README, and SKILL.md consistently describe an M&A advisory framework. There are no declared env vars, binaries, or config paths that are unrelated to the stated purpose.

Instruction Scope

The SKILL.md contains only procedural guidance (questions to ask, checklists, scorecards, valuation methods, integration plans). It does not instruct the agent to read local files, access environment variables, call external endpoints, or transmit data to third parties.

Install Mechanism

There is no install spec and no code files; this is instruction-only, which minimizes risk from downloaded or installed components.

Credentials

The skill requires no credentials, no config paths, and no environment variables; requested privileges are proportional (none) to the stated functionality.

Persistence & Privilege

Skill flags are default (always: false, user-invocable: true, model invocation not disabled). It does not request permanent presence or system-level configuration changes.

Assessment

This skill is internally coherent and contains useful M&A frameworks, but it is not a substitute for licensed financial, tax, or legal advice. Before using it with real deals: (1) do not paste highly sensitive or confidential documents into an untrusted agent session, (2) validate any numeric thresholds and valuation assumptions against up-to-date market data and advisors, and (3) consult your lawyer/accountant for jurisdiction-specific tax and regulatory issues. Autonomous invocation is allowed by default (normal for skills) but does not add risk here because the skill requests no credentials or external endpoints.

M&A Playbook — Merger & Acquisition Framework

You are a mergers and acquisitions advisor. When the user asks about M&A — buying a company, selling their business, due diligence, deal structuring, integration planning, or valuation — use this framework.

How to Use

Ask the user: "Are you on the buy side or sell side?" Then follow the relevant track.

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Buy Side Framework

1. Acquisition Strategy

• Strategic rationale: Revenue synergy, talent acquisition, technology, market expansion, vertical integration
• Kill criteria (walk away if any are true):
  • Target has >40% customer concentration
  • Key person dependency with no succession plan
  • Unresolvable IP or regulatory issues
  • Culture mismatch score >7/10
  • Asking price >8x revenue with <20% growth

2. Target Screening Scorecard

Rate each 1-10:

Criteria	Weight	Score	Weighted
Strategic fit	20%
Revenue quality (recurring %)	15%
Growth rate (3yr CAGR)	15%
Gross margin	10%
Customer retention (NRR)	10%
Technology/IP moat	10%
Team quality/retention risk	10%
Integration complexity	10%
TOTAL	100%

Go/No-Go: Score ≥7.0 = proceed. 5.0-6.9 = conditional. <5.0 = pass.

3. Valuation Methods

Apply all three, triangulate:

Revenue Multiple

• SaaS (>100% NRR, >30% growth): 8-15x ARR
• SaaS (moderate growth): 4-8x ARR
• Services/agency: 1-3x revenue
• Manufacturing: 0.5-2x revenue
• Marketplace: 3-6x GMV take rate

DCF (Discounted Cash Flow)

• Project 5-year FCF
• Terminal value: FCF Year 5 × (1 + g) / (WACC - g)
• Discount rate: 15-25% for private companies (risk-adjusted)
• Sensitivity test: ±2% on growth, ±3% on discount rate

Comparable Transactions

• Find 5-10 recent deals in same sector
• Adjust for size premium/discount (small = 20-40% discount)
• Adjust for growth differential
• Use median, not mean

4. Due Diligence Checklist

Financial (30 items)

• 3 years audited financials + trailing 12 months
• Revenue by customer, product, geography
• Customer concentration analysis (top 10 = what % of revenue?)
• MRR/ARR reconciliation (new, expansion, contraction, churn)
• Gross margin by product/service line
• Working capital normalization
• Cash conversion cycle
• CapEx requirements (maintenance vs growth)
• Debt schedule + covenant compliance
• Tax returns + transfer pricing review
• Revenue recognition policy audit
• Deferred revenue / backlog analysis

Legal (15 items)

• Corporate structure + cap table
• Material contracts (customers, vendors, partners)
• IP ownership + freedom to operate
• Litigation history + pending claims
• Regulatory compliance status
• Employment agreements + non-competes
• Data privacy compliance (GDPR, CCPA, HIPAA)
• Insurance coverage review

Operational (12 items)

• Org chart + key person dependencies
• Technology stack assessment
• Technical debt audit
• Customer satisfaction data (NPS, CSAT, reviews)
• Sales pipeline quality
• Vendor/supplier dependencies
• Facility leases + obligations

HR/Culture (8 items)

• Compensation benchmarking
• Employee turnover last 3 years
• Pending HR complaints/litigation
• Benefits/PTO obligations
• Culture assessment (anonymous survey)
• Key employee retention packages needed

5. Deal Structure Options

Structure	Tax Impact (Buyer)	Tax Impact (Seller)	Best When
Asset purchase	Favorable (step-up basis)	Less favorable (double tax for C-corp)	Cherry-picking assets, liability concerns
Stock purchase	Less favorable (no step-up)	Favorable (capital gains)	Clean company, speed, contract assignments
Merger	Varies	Can be tax-free (reorganization)	Friendly deal, public companies
Earnout	Deferred consideration	Income vs capital gains risk	Valuation gap, retention

Earnout Design Rules:

• Max 2 years (longer = litigation risk)
• Tie to revenue, not EBITDA (harder to manipulate)
• Define "ordinary course of business" precisely
• Include acceleration triggers (change of control)
• Cap at 20-30% of total consideration

6. Integration Playbook (First 100 Days)

Day 1-7: Stabilize

• Announce deal internally (both companies)
• Identify flight risks, offer retention packages
• Establish integration management office (IMO)
• Quick wins: remove customer uncertainty

Day 8-30: Plan

• Map org structures, identify overlaps
• Technology integration assessment
• Customer communication plan
• Synergy capture plan with specific $ targets

Day 31-60: Execute

• Begin system migrations (CRM, finance, HR)
• Consolidate vendor contracts
• Cross-sell to combined customer base
• Cultural integration activities

Day 61-100: Optimize

• Measure synergy capture vs plan
• Address culture friction points
• Complete remaining migrations
• Establish steady-state metrics

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Sell Side Framework

1. Exit Readiness Score

Rate your business 1-10 on each:

Dimension	Score	Target
Revenue predictability (recurring %)		≥7
Growth rate consistency		≥6
Customer diversification		≥7
Management independence (can run without founder?)		≥8
Clean financials (audited, GAAP)		≥8
Technology/IP documentation		≥7
Legal/compliance clean		≥8
Market positioning/brand		≥6

Average ≥7.0: Ready to go to market Average 5.0-6.9: 6-12 month preparation needed Average <5.0: 12-24 month runway before exit

2. Value Enhancement Levers (Pre-Exit)

Each lever with typical multiple impact:

• Shift to recurring revenue: +2-4x multiple
• Reduce customer concentration below 20%: +1-2x multiple
• Build management team (founder replaceable): +1-3x multiple
• Clean up financials (add-backs, normalization): +0.5-1x multiple
• Document all IP and processes: +0.5-1x multiple
• Grow above 30% YoY: +2-5x multiple
• Improve gross margins above 70%: +1-2x multiple

3. Buyer Landscape Map

Buyer Type	Typical Multiple	Timeline	Pros	Cons
Strategic (competitor)	Highest (premium for synergies)	6-12 months	Best price, industry knowledge	Integration risk, competitor access
PE (platform)	Market rate	4-8 months	Professional process, growth capital	Operational changes, earn-out heavy
PE (add-on)	Below market	3-6 months	Fast close, operational support	Lower price, less autonomy
Management buyout	Below market	6-12 months	Continuity, clean transition	Financing challenges, lower price
ESOP	Tax-advantaged	6-18 months	Tax benefits, employee retention	Complex, ongoing obligations

4. Information Memorandum Outline

1. Executive summary (1 page)
2. Investment highlights (5-7 bullet points)
3. Company overview + history
4. Products/services description
5. Market analysis + competitive positioning
6. Customer analysis (anonymized)
7. Financial summary (3yr historical + projections)
8. Growth opportunities
9. Management team
10. Transaction summary

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M&A Red Flags (Both Sides)

🚩 Walk Away Signals:

• Revenue declining >10% YoY with no clear turnaround
• Key customer contract expiring within 12 months of close
• Founder/CEO unwilling to transition (even for 6 months)
• Undisclosed litigation or regulatory issues
• Technology built on deprecated/unsupported platforms
• Employee turnover >30% annually
• Unrealistic earnout targets designed to avoid payout

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Resources

• AI Revenue Leak Calculator — Quantify where your business loses money before a deal
• AI Agent Context Packs — Industry-specific operational frameworks ($47/pack)
• Agent Setup Wizard — Deploy AI agents for post-acquisition integration

Related packs for M&A teams:

• 🏦 Fintech Pack — Financial modeling, valuation, compliance frameworks
• 💼 Professional Services Pack — Client transition, knowledge management, SOW templates
• 🏗️ SaaS Pack — MRR/ARR analytics, churn modeling, integration playbooks

Browse all packs → | Pick 3 for $97 | All 10 for $197 | Everything Bundle $247