One of the key ways we help clients grow is by building a disciplined, programmatic approach to
M&A. We’ve discussed this concept in prior articles (The Case for a Programmatic Approach to
M&A and A Programmatic Approach to M&A – Part 2). The idea of creating an “M&A playbook”
often surfaces in these conversations, but too often it becomes a buzzword that hides the
complexity and adaptability required in the lower middle market. In this article, we explore how
to reimagine the M&A playbook into a practical, evolving framework that better supports
sustainable growth through acquisition.
As a firm, we champion structure and repeatability but in our experience across dozens of
transactions, static playbooks fall short. The variability of industries, ownership structures, and
personalities means no two deals ever unfold the same way. Building M&A capability requires
more than documentation; it requires institutional agility.
Most small business owners believe M&A can be engineered like an assembly line which is
repeatable, predictable, and formulaic. Conceptually, there is some truth to that. But every deal
is a bespoke negotiation with imperfect information and unique human, cultural, financial, and
customer dynamics. Static playbooks assume stable inputs and rational actors which are conditions rarely found in the lower middle market. These deals involve emotional sellers, imperfect financials, and competing priorities that must be carefully navigated. A checklist mentality creates false confidence and discourages the creative problem-solving that ultimately gets deals across the finish line.
The Problem: Static Frameworks in a Dynamic Environment
Small businesses operate in a constantly changing landscape where capital markets, valuations,
interest rates, and seller psychology all fluctuate. When buyers apply a rigid playbook in this
environment, it quickly becomes outdated and limits their ability to adapt deal structure,
financing, or integration tactics in real time. That rigidity reduces both the probability of closing
and the likelihood of long-term success.
Another common misstep is confusing a playbook with a strategy. A playbook is a tool. A strategy
is a living, decision-making framework that evolves with experience and data.
Why “Programmatic” ≠ “Playbook”
We strongly advocate for a programmatic M&A mindset but that does not mean a binder of
standard operating procedures. True programmatic acquirers focus on principles, not
procedures. They codify decision logic, not task sequences. The goal is to create repeatable
thinking, not repeatable steps.
Programmatic acquirers scale through M&A by anchoring on clarity of purpose and acquisition
criteria which activates a defined thesis, cultural fit framework, and value-creation levers while
maintaining flexibility in execution. They apply discipline without rigidity, solving new problems
with informed adaptability.
The Better Alternative: A Dynamic M&A Operating System
Instead of a playbook, in the traditional sense, we help clients build a living M&A operating
system that evolves with each transaction. This creates a feedback-driven flywheel that stays
relevant as market conditions shift. It improves sourcing, due diligence, and integration outcomes
because lessons from each deal feed back into the process.
When M&A becomes part of a company’s DNA, it can be embedded into annual or quarterly
strategic planning instead of being recreated for each deal. At minimum, a strong M&A operating
system should include:
1. A clearly defined M&A thesis (why, where, and how to buy)
2. Quantitative and qualitative criteria scorecards
3. A decision cadence (deal screens, committee reviews, integration checkpoints)
4. A lessons-learned archive that captures and evolves institutional knowledge
The Human Element: Culture Over Checklists
Lower-middle-market deals succeed because of relationships. Roughly 70% of integration failures
stem from people issues such as a lack of trust, communication, and leadership not from diligence
errors. A playbook can’t capture empathy, timing, or intuition, yet these elements often define
success.
The best acquirers maintain clear human-capital alignment mechanisms within their investment
thesis with shared vision and values, value-creation plans, management transitions, and growth
paths for key employees.
Reframing the Playbook: From Script to Field Manual
We encourage clients to treat the playbook as a field manual which is an adaptive, experience-
based reference and stay away from the tendency to create a fixed script.
In contrast to a static step-by-step checklist, a field manual focuses on helping you think through
what to do when diligence findings change your assumptions. Each section should include
principles and examples with case notes, decision trees, and risk indicators which makes it a
better guide for problem solving and judgment.
Operating from a field manual trains teams to diagnose problems, not just execute tasks which
creates a critical shift toward situational leadership and dynamic learning.
The Shift: From Playbooks to a Living M&A Operating System
Our client work has evolved from writing playbooks to building systems of thinking, feedback,
and adaptation. Deals are dynamic organisms, not mechanical processes, and static frameworks
fail to deliver sustained value.
Each transaction generates insights that must feed back into the next. A M&A operating system
enables an ongoing management judgment. This dynamic M&A framework roots decision-
making in principles that directly connect to the company’s strategic plan.
Key Components of a Field Manual
1. Principles
Start with a clear M&A thesis. Define guiding principles that shape sourcing, diligence,
valuation, capital structuring, and integration. These principles provide decision cues that
are the critical indicators of opportunity and risk and should evolve after each deal.
2. Feedback Loop
After every transaction, conduct a structured debrief. Focus on updating decision cues
and stay away from assigning blame. Capture what needs to change, or be replicated,
for the next deal.
3. Scenario Planning
Use your framework actively. For each deal, run “what-if” scenarios to anticipate risks
and stress-test principles. If certain risks like key-person dependency arise repeatedly,
adjust your acquisition criteria to pre-filter deals where those risks are mitigated.
4. Deal Memory Bank
After closing, create concise case studies documenting the strategic rationale, valuation
logic, structure, and integration learnings. These build an organizational memory that
compounds with each deal.
5. M&A Point Person
Assign clear ownership. The M&A leader is responsible for maintaining and updating the
field manual and ensuring it remains a living system, not a static document.
Closing Thought: M&A as a Capability, Not a Checklist
M&A should be viewed as a leadership capability and not a checklist to blindly follow. The most
effective acquirers spend their time developing structured frameworks so they can have better
judgment and learning discipline. It is this mindset that allows for effective scaling through M&A.
The goal is not to have a playbook that says what to do, but a field manual that teaches how to
think. Each transaction adds a layer of experience, making every future deal faster, smarter, and
better aligned with long-term strategic goals.