Bolt-On Math That Actually Works: From Teasers to Synergy Proof

Most synergy decks read like optimism in slide form. Buyers now want three things: a clean fit story, quantified and probability-weighted synergies that convert to cash, and an integration plan that a mid-market team can actually deliver. This article gives a practical method to move from teaser to buyer-grade proof with math, cadence, and artifacts that survive diligence.

1. What good looks like

• Single source of truth for synergy items with owner, timing, probability, and cash conversion.

• A bolt-on model that reconciles to the base P&L, the cash plan, and debt headroom.

• A right-sized integration PMO with 2 levels of governance and a weekly decision rhythm.

• Evidence of early wins within 60 days and a clear Day 100 state.

• A data room section that allows a buyer to rerun your math in 30 minutes.

2. The four proofs buyers test

1. Fit proof
   Customer overlap and adjacency logic that explains why cross-sell and consolidation are realistic. Routes to market, price bands, and service models align without forcing margin give-up.

2. Synergy proof
   Each synergy has a driver, formula, owner, and a realistic ramp. Items are probability-weighted and linked to one-time costs and working capital effects.

3. Integration proof
   A light PMO, dependency map, and issue log show how a small team lands change while protecting revenue lanes.

4. Exit proof
   A future buyer will see a cleaner product set, harmonized pricing, shared systems, and repeatable change routines. The premium is earned, not asserted.

3. The synergy model you actually need

Structure

• Revenue synergies: price harmonization, cross-sell, channel expansion, attach of services.

• Cost synergies: procurement, facilities, SG&A consolidation, IT and tools, supplier terms.

• Cash effects: one-time costs, TSA burn-off, stranded costs, working capital.

Rules

• Probability-weight all items: 0.25, 0.5, 0.75. No 1.0 until delivered for two months.

• Convert EBITDA to cash with timing and working capital impacts.

• Reconcile to debt covenants and headroom. Show base, base minus 20%, and downside.

Example line item

• Price harmonization - Tier B customers
  Formula: uplift rate x eligible revenue x probability
  Owner: VP Commercial
  Ramp: 30% in Q2, 70% in Q3, 100% in Q4
  One-time cost: playbook, CPQ rules, sales enablement
  WC effect: none

4. Synergy opportunity map (working view)

Notes: EBITDA totals are probability-weighted. Cash release does not enter EBITDA but improves debt headroom.

5. Diligence to integration: pipeline and gates

Diligence gates

• Red team the revenue story with actual price bands and win-loss notes.

• Validate addressable procurement with contracts and demand profiles.

• Test TSA scope, stranded cost risk, and cutover dates with functional leads.

Integration gates

• Day 1 controls: freeze customer-facing terms, name escalation path, protect revenue.

• Day 30 decisions: SKU harmonization scope, price band alignment, supplier switch approvals.

• Day 60 build: CPQ rules live, new catalogs, procurement events launched.

• Day 100 state: first wave synergies in run-rate, TSA drawdown on track.

6. 30-60-90 plan for a small team

Days 1 to 30 - Stabilize and see

• Protect revenue lanes: no surprise term changes.

• Issue log live: owner, due date, unblock path.

• Financial control: single P&L bridge, weekly cash position, TSA catalog signed.

• Deliverables: fit memo, synergy register v1, integration charter, risk register.

Days 31 to 60 - Land the first wave

• Price band harmonization for Tier B and C accounts.

• Two procurement events on categories with quick yield.

• SG&A overlap plan with role transitions and comms.

• Deliverables: CPQ rules, procurement awards, org update, first synergy actuals vs plan.

Days 61 to 90 - Systemize

• SKU rationalization round 1.

• Demand planning merged for top 50 SKUs.

• Tool rationalization: turn off redundant systems and migrate data.

• Deliverables: harmonized catalog, S&OP routine, tool cutover checklist, synergy model v2.

7. Governance and cadence

Weekly PMO (45 minutes)

• RAG status by synergy item.

• Top 5 issues with unblock requests.

• Cash and headroom update.

• Decisions needed this week.

Monthly steerco (60 minutes)

• Run-rate vs plan and probability upgrades.

• TSA drawdown and stranded cost status.

• Risks, mitigations, and support asks.

• Cross-functional learnings to scale.

8. Metrics that matter

• Run-rate EBITDA from synergies vs plan.

• Probability mix by value (how much sits at 0.5 vs 0.75).

• Cash conversion of EBITDA items.

• TSA cost per month and percent burned off.

• Working capital release and inventory turns.

• Retention in top 50 customers and on-time in full.

9. Risk and mitigation

10. Data room artifacts that earn trust

• Synergy model workbook with item-level math and a readme tab.

• Evidence for each item: price band tables, procurement baselines, org rosters, SOWs.

• CPQ rule exports, catalog diffs, tool license lists with cutover dates.

• TSA catalog with status, cost, and exit dates.

• PMO logs: issues, decisions, approvals, and meeting minutes.

• Before-and-after SKU map and a customer communication packet.

11. One-page checklist

• Fit memo signed.

• Synergy register owner, timing, probability, cash effect.

• CPQ rules live for first harmonization set.

• Two procurement events awarded.

• TSA catalog with owners and exit dates.

• Weekly PMO, monthly steerco on calendar.

• Data room index updated with artifacts.

VCII Note and Copyright

VCII’s TVC Next links synergy math to operating routines. The objective is not a bigger number in a teaser. It is delivered, evidenced cash flows that compound value and travel cleanly to the next buyer.
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