How Experienced Buyers Actually Make M&A Work with Carlos Cesta

Carlos Cesta, Partner at Makanta Services M&A isn't just about closing deals, it's about making the deal actually work.  Carlos Cesta, M&A advisor and founder of his own boutique advisory practice, spent 30 years on the buy-side at Verizon, Dentsu, Presidio, and NP Digital. He's worked 125+ deals across telecom, advertising, and digital marketing. Now he's flipped to advisory, bringing that buy-side operator mindset to entrepreneurs preparing for exit. In this episode of the M&A Science Podcast, Carlos Cesta, Partner at Makanta Services, breaks down how seasoned buyers really think about M&A. Not as a linear process, but as a series of decisions that constantly reshape one another. Carlos shares why strategy is as much about what not to pursue, and he also explains why one-size-fits-all deal templates fail, how earnouts are often misused, and what experienced buyers do differently to protect value after closing. Things You'll Learn: Why M&A strategy also means defining what you WON'T buy  The deal spiral model experienced buyers use How to start integration planning before LOI How to structure earnouts that actually work Using deal structure earnouts as a risk management tool _____________________ 💡Running M&A with a lean team? DealRoom helps you do more with less. Manage your pipeline, coordinate diligence, track deliverables, and keep stakeholders aligned- all in one place. 👉See it in action by requesting a demo:https://hubs.ly/Q03ZMvQX0 ____________________ Episode Chapters  [00:03:34] Carlos Cesta Background – 30 years in corporate development across Verizon, Dentsu, Presidio, and NP Digital with 125+ deals executed. [00:05:27] Standing Up M&A from Zero – What it really takes to build an M&A function when no corporate development muscle exists. [00:09:32] Strategy Before Transactions – Why defining what NOT to buy is more important than chasing opportunistic deals. [00:11:05] Programmatic M&A Through Cycles – How repeatable, strategy-led M&A creates value across economic and technology shifts. [00:14:21] Blending Venture and M&A Thinking – Using VC-style investments to manage disruption and future-proof acquisition strategy. [00:17:23] The Deal Spiral Framework – Why deal structure, diligence, and integration must evolve together, not linearly. [00:21:57] Designing the End State First – Starting with culture, leadership, and go-to-market alignment before signing an LOI. [00:30:21] Creative Earnout Engineering – Structuring earnouts to de-risk deals while aligning seller incentives. [00:36:39] Optimizing for Outcome, Not Closing – Why long-term performance matters more than deal certainty or headline price. [00:59:14] Craziest M&A Story – A cautionary tale about diligence failures involving a meth lab explosion. ____________________ Questions, comments, concerns?Follow Kison Patel for behind-the-scenes insights on modern M&A.