Dan Caruso, Managing Director, Caruso Ventures; Founding CEO of Zayo Group

Dan Caruso built Zayo from a startup into an $8.5B bandwidth infrastructure platform through 45 acquisitions. In Part 1, he walks through the full buyer-led playbook — how the thesis was built on a contrarian bet that everyone else got wrong, how proprietary deals were sourced through early relationship-building, and why fast integration wasn't a reputation problem — it was a competitive advantage.

He also breaks down the metric trap most roll-up operators fall into: mistaking EBITDA growth for true value creation. If your board is tracking acquisitions individually or your deal structure is loaded with earnouts, this conversation will challenge how you're running the program.

What you'll learn:

• How to identify and build a contrarian acquisition thesis with investor alignment
• Why proprietary deal flow is a brand and relationship problem, not a sourcing problem
• How Zayo executed an unsolicited, fully funded offer on a larger public company — and won
• Why tracking individual acquisitions kills synergies in a roll-up
• When earnouts hurt more than they help — and what to use instead
• How clean, all-cash offers win on certainty, not price

Dan's approach to thesis validation, investor alignment, and platform value creation is documented in the Roll-Up Readiness Assessment inside the Intelligence Hub, a stage-gated guide built directly from this conversation. Access inside the Intelligence Hub — → Access inside the M&A Science Hub — members only.

This episode of M&A Science is presented by DealRoom.

DealRoom just automated Pipeline Management with AI so you can spend less time updating deals, and more time working them. Automatically push deal context from Outlook to DealRoom Pipeline and use AI to keep deal target data and tasks updated, so follow-ups never slip through the cracks. No manual logging. No stale pipeline data.

See for yourself: https://hubs.ly/Q045fXp50

____________________

[00:02:00] Introduction: Dan Caruso and the Zayo Story

[00:03:51] Background: From Ma Bell to MFS to Level Three

[00:08:58] Lessons from WorldCom: What Fake Value Creation Looks Like

[00:10:35] What First-Time Acquirers Get Wrong

[00:12:39] Building the Zayo Thesis: Fiber Orphans and Accidental Owners

[00:17:20] Raising Capital When You Have a Track Record

[00:23:50] What Must Be True for the Thesis to Work

[00:26:54] Why EBITDA Doesn't Measure Value Creation

[00:29:15] The Danger of Tracking Acquisitions Individually

[00:31:17] What Actually Drove Zayo's Success

[00:36:10] Convincing Sellers: Proprietary Sourcing and Relationship Strategy

[00:45:30] The Above Net Acquisition: Unsolicited, Fully Funded, at a Conference

[00:51:02] Negotiation Tactics: Unpredictability, Silence, and Team Play

[01:02:16] Deal Structure: Why Zayo Avoided Earnouts

[01:03:56] Clean Cash Offers and Certainty of Close

Rodrigo Dominguez Sotomayor, Partner at White & Case LLP

Most US buyers approach Latin America M&A the same way they do a domestic deal — optimize the process, close fast, move on. That approach gets deals killed.

Rodrigo Dominguez Sotomayor, Partner at White & Case LLP, has spent 25 years closing transactions across every major Latin America market. In this episode, he walks through what actually determines outcomes: antitrust consent timelines, labor regimes that make post-close restructuring expensive, and the relationship dynamics that can unwind a billion-dollar deal a week before signing.

What You'll Learn In This Episode:

• How a PE fund lost a billion-dollar deal over 2% — and why it was avoidable
• Why LatAm antitrust approvals can take up to nine months and how to plan around them
• What no employment-at-will actually costs you post-close
• Why showing up to a LatAm auction without reps & warranties insurance is a disadvantage
• How to negotiate with family founders when price isn't what closes the deal
• Why 80% of Latin America deals now run through auctions

Your standard diligence process will miss things that kill LatAm deals — statutory severance you didn't model, title searches that go back a hundred years, antitrust consent timelines that block close for months, auctions where R&W insurance is already expected.

Running diligence on a LatAm target right now? The M&A Science Hub has two resources built directly from this episode — the LATAM Diligence Delta Checklist and the Latin America M&A Entry Playbook — plus an AI tutor trained on 400+ practitioner conversations you can pressure-test your current deal against.

Members get access before the episode goes public. → Access inside the Intelligence Hub — members only.

This episode is sponsored by DealRoom

Stop juggling six different tools to run one deal. DealRoom brings pipeline management, diligence tracking, document sharing, and team collaboration into one platform. Purpose-built for M&A teams who need to move fast without losing control. request your demo today: https://hubs.ly/Q03ZMvQX0

____________________

[00:04:26] Rodrigo's background: 25 years across Latin America M&A

[00:06:57] How a cross-border acquisition actually starts

[00:10:17] Bilateral deals and family-owned businesses

[00:12:52] Reading the room: when not to push on numbers

[00:14:12] The billion-dollar deal that fell apart over 2%

[00:20:02] Antitrust consent regimes across LatAm

[00:29:49] The union leader story

[00:27:14] Labor, employment, and statutory severance

[00:34:04] Reps & warranties insurance: now standard in LatAm

[00:38:44] Auction vs. bilateral: the 80/20 split

[00:44:01] FinTech opportunity in Latin America

[00:48:05] NVCA forms and deal documentation

[00:52:48] Post-close integration: what actually determines success

[00:55:51] Craziest Thing in M&A

​​Booz Allen Hamilton didn't build one of the most active acquisition programs in federal tech by waiting for banker inbounds. They built it by showing up years before anyone else.

Chrissy Cox has built Booz Allen's corporate development function from scratch and done it twice. Her team was named Deal Team of the Year by the Association for Corporate Growth, and under her leadership, roughly 80% of their acquisitions come from companies they already have a relationship with. That's not luck, it's a system.

In this episode, she breaks down exactly how that system works — from pipeline development to cultural diligence to integration ownership — and what most corp dev teams get wrong before they ever get to LOI.

• How to build a proprietary pipeline that makes you the preferred buyer before a process starts
• The specific cultural fit questions Chrissy asks — and the one answer that ended a deal on the spot
• Why she tells founder-led sellers to hire their own banker, even on proprietary deals
• How to navigate a carve-out when scope is impossible to fully define upfront
• When spinning out a business beats building it internally
• The three mistakes that derail most corp dev functions before they find their footing

This episode is sponsored by M&A Science Intelligence Hub

If you're trying to move from cold outreach to genuine relationship-building with targets, the Intelligence Hub has the Partner-First Acquisition Evaluation Playbook — a practitioner-built framework for structuring pre-acquisition partnerships, evaluating targets through the lens of existing relationships, and moving from partner to acquirer with conviction. Become an M&A Scientist at www.mascience.com/membership

_____________________

‍This episode is also sponsored by DealRoom‍

The best M&A teams close deals faster...not because they work harder, but because they have better systems. DealRoom helps you manage your entire deal lifecycle from target identification through close. No more hunting for documents or wondering what's blocking progress.

Request a Demo today: https://hubs.ly/Q03ZMvQX0

____________________

[00:00:00] Intro

[00:04:20] Chrissy Cox's path into M&A

[00:05:04] Building Booz Allen's corp dev function

[00:10:32] How Booz Allen builds a proprietary deal pipeline

[00:15:08] The partner-first approach to acquisitions

[00:20:31] When founders should consider selling

[00:23:49] Why culture can kill a great deal

[00:29:40] Carve-out lessons from the PAR Government deal

[00:33:24] Why founders should hire bankers

[00:43:43] Integration: protect the secret sauce

[00:48:01] The biggest mistakes in corporate development

[00:49:33] The craziest thing about M&A