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The M&A Source Podcast

The M&A Source Podcast

著者： M&A Source
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概要

 If you work in the business of buying, growing, or selling businesses, this is the podcast for you! Welcome to the M&A Source Podcast, a podcast brought to you by M&A Source, a non-profit professional organization that provides training and education for small to mid-size business mergers and acquisitions intermediaries. In each episode of the podcast, we will interview leaders in the M&A world to discuss education opportunities provided by M&A Source, trends in M&A Markets, and useful insights provided by the experts that use them. Learn more about the podcast and the organization at M&A Source's website: www.masource.org. LEGAL DISCLAIMER: This resource is intended for educational purposes only and does not constitute legal, financial, or tax advice. The information provided herein should not be relied upon for any specific business or financial decision without first consulting appropriate professional counsel. Readers are encouraged to seek advice from qualified attorneys, accountants, or other professionals to address their unique circumstances. Neither the authors nor the publisher assumes any responsibility for actions taken based on the information provided in this resource.Copyright 2024 MASource Podcast マネジメント・リーダーシップ リーダーシップ 経済学
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  • Artisans not Analysts with Ryan Ochs

    Artisans not Analysts with Ryan Ochs
    2026/03/09

    What does capital really look for when evaluating a deal?

    In this episode of the M&A Source Podcast, host David Dejewski sits down with Ryan Ochs, Founder and Managing Partner of RDP Advisory, to discuss how lenders and investors evaluate middle-market transactions. Drawing on nearly two decades of experience in investment banking, private credit, underwriting, and investment committee leadership, Ryan shares practical insights into capital raising, deal preparation, and the realities of modern M&A markets.

    From investment committee dynamics to family office capital, this conversation gives M&A advisors and founders a clearer understanding of what separates strong deal opportunities from those that fail to gain traction.

    Summary

    Ryan Ochs built his career evaluating risk and structuring capital across some of the most active credit and investment platforms in the middle market. After starting at RBC Capital Markets, he moved through roles at American Capital, Brightwood Capital, Star Mountain Advisors, and Lafayette Square, where he led underwriting and origination and served on the investment committee.

    Today, through RDP Advisory, Ryan helps companies raise capital and structure transactions across the capital stack.

    In this episode, Ryan explains why many businesses struggle to attract capital, how investment committees actually review opportunities, and why preparation and clarity matter more than ever in today’s disciplined market environment.

    He also discusses the growing role of family offices in private markets, how advisors can better position deals for investors, and why understanding the fundamentals of how a company makes money is still the most important part of the story.

    Along the way, Ryan shares real-world transaction stories—including deals that nearly collapsed at closing—and explains what strong advisors do differently to keep deals on track.

    Key Takeaways

    Investment committees look for clarity, not complexity

    Deals must clearly explain the fundamentals: how the business makes money, what it costs to generate revenue, and how the financial story ties together.

    Preparation matters before going to market

    Strong transactions begin months before outreach, often with sell-side quality of earnings work, clean financial reporting, and a well-prepared narrative.

    Confusion creates doubt in investors’ minds

    If financials don’t reconcile or the story isn’t clear, investors begin questioning everything else in the deal.

    Family offices are becoming a major capital source

    Many family offices now invest directly in deals, offering flexibility and patient capital compared to traditional private equity funds.

    The capital stack offers many financing options

    From bank debt to private credit, mezzanine financing, structured equity, and common equity, each layer has different costs, risks, and investor expectations.

    Experience still matters in dealmaking

    Ryan describes M&A as an apprenticeship business where repetition, mentorship, and pattern recognition are critical to developing strong advisors.

    About the Guest

    Ryan Ochs is the Founder and Managing Partner of RDP Advisory, an independent investment and merchant bank focused on middle-market debt advisory, capital raising, and mergers and acquisitions.

    Before launching RDP Advisory, Ryan served as Managing Director at Lafayette Square, where he led underwriting and origination and served on the firm’s investment committee. He previously held senior roles at Brightwood Capital, Star Mountain Advisors, American Capital, and RBC Capital Markets.

    Across his career, Ryan has participated in transactions involving more than 100 companies and over $5 billion in capital raised or invested.

    Connect with Ryan Ochs

    Website: https://rdpadvisory.com

    LinkedIn: Ryan Ochs https://www.linkedin.com/in/ryancochs/
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    1 時間 10 分
  • ONWC Chain From Asset Dispositions to True Up

    ONWC Chain From Asset Dispositions to True Up
    2025/12/19
    Connect with Us and Access Show Resources: https://snip.ly/mas_interact29In this episode, we connect asset dispositions (Form 4797), depreciation timing and Section 179 (Publication 946 / Form 4562 support), operating net working capital (process-first peg method + dollar-for-dollar true-up), and asset allocation reporting (Form 8594 residual method). We focus on building a defensible, repeatable approach that holds up in buyer diligence and reduces friction in LOI and purchase agreement drafting.Topics DiscussedIntroduction and Problem StatementThe episode opens by identifying a common pattern in M&A deals: parties argue about working capital adjustments and purchase price before agreeing on what the numbers actually mean. Simultaneously, seller earnings appear distorted due to equipment sales, asset write-offs, or Section 179 depreciation elections. This creates confusion among buyers, sellers, attorneys, CPAs, and brokers who talk past one another. The host promises a process-first methodology connecting four critical elements: IRS Form 4797 asset dispositions, depreciation choices like Section 179, operating working capital, and asset allocation reporting.Asset Dispositions and Form 4797When businesses sell or dispose of property, tax reporting flows through IRS Form 4797. The key concept is "recapture," where some or all disposition gains are treated as ordinary income depending on the asset type, depreciation method, and sale price. Part 3 of Form 4797 computes ordinary income recapture based on the difference between depreciated value and disposition value. The critical valuation takeaway: disposition gains and losses distort operating earnings. A one-time equipment sale may boost income in a non-repeatable way, while disposal losses can depress earnings despite healthy operations. Applying multiples to this "noise" leads to business mispricing.Classification Framework for DispositionsThe proper approach involves classification rather than panic. The key question: Is the business selling assets as a one-time event, or is it part of the operating model structure? Fleet-driven businesses (car rentals, delivery fleets) have planned asset turnover baked into their model—vehicles run for two years then sell on schedule. These dispositions aren't random income events but part of the business engine that will continue with the next buyer. For such cases, create a "steady state view" using averages: replacement cadence, typical proceeds, replacement capex, and recurring earnings impact. Use trailing twelve-month or seasonally adjusted numbers to model the asset cycle as normal operating pattern, normalizing to what buyers should expect going forward. This eliminates buyer skepticism by modeling rather than hand-waving.Section 179 and Depreciation ChoicesIRS Publication 946 outlines depreciation frameworks, including Section 179 elections allowing taxpayers to expense qualifying property immediately rather than depreciating over time—"rapid depreciation" with obvious tax advantages. For deal advisors, Section 179 changes timing: it can make P&L look worse when the business is healthy and investing, or make future years look artificially better because deductions were pulled forward. The solution: normalize with steady state thinking by smoothing out fluctuations to find what's normal. Ask: What level of capex and depreciation is required to keep this business operating as is? Separately address cash reality of replacements versus tax timing of deductions. When buyers claim earnings are low due to high depreciation, normalize to maintenance capex levels and steady state depreciation, applying multiples to maintainable performance, not tax timing.Operating Net Working Capital FoundationIn accounting, "current" means expected to be realized in cash, sold, consumed, or settled within a normal operating cycle (typically 12 months)—the backbone of current assets and current liabilities. The GAAP definition of working capital is current assets minus current liabilities, which is correct but insufficient for sales processes. The deal context requires identifying what's operating versus non-operating—what contributes to business performance in the current period versus what doesn't. The core formula: Operating Net Working Capital = Operating Current Assets - Operating Current Liabilities. The word "operating" is the critical addition.Process-First Method for Working CapitalThe most important move: before discussing numbers, change the conversation early and guide everyone to agree on definitions—specifically what's included and excluded. In Main Street and lower middle market deals, operating net working capital typically excludes cash, interest-bearing debt, owner and related party items, and non-operating one-time balances unless the deal specifies otherwise. The first win is definitional clarity—you cannot have a target peg without good definitions. The process-first method: tell parties you're not...
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    21 分
  • Inside the Spring 2025 M&A Source Conference: A Conversation with Jaclyn Ring

    Inside the Spring 2025 M&A Source Conference: A Conversation with Jaclyn Ring
    2025/05/12
    Whether you’re a seasoned advisor or just making the leap from main street to the lower middle market, this episode highlights why M&A Source is the room to be in—and how you can make the most of every minute there.
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    27 分
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