Winston & Strawn Sponsors 2025 Smart Business Dealmakers South Florida M&A Conference

Winston & Strawn was proud to sponsor the upcoming Smart Business Dealmakers South Florida M&A Conference. The conference brought together hundreds of local dealmakers, including middle-market CEOs, top investors and lenders, and leading M&A advisers.

Mike Blankenship, managing partner of Winston’s Houston office and co-chair of the firm’s Capital Markets Practice, spoke on the panel discussing sell-side transactions titled “Selling Smart: Navigating the Strategy, Scrutiny, and Stress of M&A Exits.” Find key takeaways from the conversation below. 

Key takeaways

• Exit-readiness is a value lever, not a checklist. Sell-side preparation is both an art and a science—requiring precision, planning, and poise. Sellers that operationalize readiness compress diligence, sustain competitive tension, and defend valuation. Curated disclosure schedules, a primed data room, and a credible equity story turn scrutiny into speed and reduce friction, and retrade risk.

• Control the process to control the outcome. Control of process equals control of price. Pre-LOI alignment on scope, a curated buyer universe, and clear bid instructions maintain momentum. Map regulatory paths and third‑party consents early; gate confirmatory diligence and sequence management presentations. Data‑driven updates reinforce credibility and preserve competition through the finish.

• Anticipate traps before buyers find them. Buyers lead with due diligence. High‑frequency traps—revenue recognition, customer concentration, privacy/security, carve‑out costs—invite disruption. Pre‑vet forecasts and memorialize commercial terms; deliver a clean QoE and tax structuring memo. Where gaps exist, show remediation plans and quantification. This can accelerate credit approvals and supports tighter underwriting.

• Risk should be aligned, not templatized. Align risk allocation with deal realities, not templates. Use RWI‑backed caps, narrowly tailored fundamental reps, and survival periods tied to exposure. Employ earnouts sparingly with objective metrics, audit rights, and dispute mechanics—without operational handcuffs. Calibrate reverse termination fees, drop‑dead dates, and ticking fees to financing certainty and regulatory timing, not folklore.

• Protect value with people management. Momentum depends on people and narrative. Plan communications to boards, management, and key counterparties to reduce rumor risk and churn. Deploy retention and change‑in‑control tools; stage selective customer notices. Anchor the equity story in durable drivers with clean KPIs and scenario analysis. In a stressful process, this discipline keeps teams aligned and price chips at bay.