How Private Equity Firms Structure M&A Deals with Jon Dhanawade

Jon Dhanawade, Private Equity M&A Partner at Mayer Brown

In this episode of M&A Science, Kison Patel sits down with Jon Dhanawade to unpack how private equity firms structure M&A deals—what works, what doesn't, and how to manage risk every step of the way. Jon brings legal insight from both sides of the table, sharing practical strategies for aligning deal terms with investment objectives, mitigating downside risk, and building strong seller relationships. Whether you're a corporate buyer or a fund-backed operator, this episode will help sharpen your deal judgment and show you what it takes to get complex deals over the finish line.

💡What You'll Learn

🔹 How PE firms use rollover equity, seller notes, and earnouts to align incentives

🔹 Legal red flags to watch for in M&A diligence (and how to catch them early)

🔹 How to negotiate LOIs without boxing yourself in

🔹 Common structuring mistakes and how top deal lawyers avoid them

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Episode Chapters

• [00:01:00] Intro to Jon's role at Mayer Brown and teaching at Northwestern
  
  

• [00:03:00] The evolution of PE deal types and market uncertainty
  
  

• [00:05:00] How Jon prepares students to be effective transactional lawyers
  
  

• [00:06:30] Strategic vs. PE buyers: What's different for lawyers
  
  

• [00:09:00] Rise of private credit and bespoke capital structures
  
  

• [00:12:00] How PE firms approach platform vs. add-on acquisitions
  
  

• [00:16:00] Portfolio enhancement strategies during slow markets
  
  

• [00:17:00] Comparing seller notes, earnouts, and rollover equity
  
  

• [00:29:00] Structuring LOIs to preserve flexibility and manage risk
  
  

• [00:41:00] Designing earnouts tied to transition or integration milestones
  
  

• [00:52:00] Legal red flags in diligence: contracts, consents, liabilities
  
  

• [00:57:00] Biggest deal mistakes and how to avoid them
  
  

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