Corporate development with Omar Jaroun


Omar started his career with PwC in the audit practice. He made the switch to the Deals group, which he parlayed into M&A roles on the industry side. Read on!


  • Switching between practices
  • Due Diligence group @ Big 4
  • M&A career insight
  • Leveraging your public background

Thanks for being here Omar. Tell us about yourself.

I grew up in the Dallas area, lived a few years overseas in Jordan, and then came back to Dallas to finish up high school. For college, I spent a year at Western Michigan to play soccer, but quickly realized I was not about the Michigan winters. Once again, I returned home where I got a Master’s in Accounting from UT-Dallas. Like most people in our field, I went through the pipeline of interning with a PwC, getting my CPA, and starting with the same firm full-time in their audit practice in Dallas.
After a few years, I got to the familiar point where I knew I didn’t want to stay in audit long-term, but at the same time didn’t know what else was out there. The more I learned about the different groups within PwC, I became more interested in the deals practice. I made the switch to the M&A - Due Diligence group within that practice after three years in audit. Due to the change, I started getting exposure to more M&A and corporate development roles, which led me to a company called Waterlogic Americas as an M&A analyst. I spent my time there seeing more of the overall deal process and developing my financial modeling skills. That led me to ultimately getting promoted to manager and then to where I’m at now at MB2 Dental as a Director of Business and Corporate Development.

Let’s start with your choice to move practices within PwC. How did that process go?

The first thing was that I was very transparent with my director in audit at the time, and because of that, she helped facilitate it. I would recommend that to anyone in a similar place, don’t go at it alone. After the initial screening process, the feedback I received was that they liked me but thought I needed another busy season. I did a quick rotation with the deals practice, returned to audit for one more busy season, and then joined full-time with the M&A group.
For a lot of people, the important piece is the patience aspect of it. Can you be patient and do another busy season? No one wants to do another busy season, but you have to see the long game. Your career is not two, five, or ten years, it’s much longer than that. In the grand scheme of things, if they ask you to do one more, and by doing so you get to the place you want to go, then it’s all worth it in the end.
On the flip side, I know a lot of people who hear that and they're like I don't want to wait. I'll just go and jump to another Big 4 or another firm in general and start getting that experience right away. And honestly, I've had a lot of friends do that and they've been successful. For me, I had a really good experience at PwC, so I wasn't crazy about joining another firm and starting over.

Can you dive into more detail about the M&A Due Diligence group? How does that group fit into the overall deals practice?

A lot of the Big 4 firms have the deals group split up primarily between all phases of the deal process. You’ve got separate groups that specifically focus on niche areas, whether it may be valuation, financial due diligence, deals strategy, or even post-merger integration.
Within the due diligence group there are a couple different things we are focused on. The group I was in did quality of earnings analysis where you're making accounting adjustments to determine the true earnings of the opportunity. We're making adjustments that impact EBITDA since ultimately a lot of these companies are being valued on a multiple of EBITDA. Maybe there were certain accruals that were taken that need to be smoothed out over a period of time and portray a more realistic view of the company’s profitability.
I think there’s a misconception that because you are in the deals group you are focused on the valuation and financial modeling side of things. There is a group that does that, but that’s not what everyone is focused on. For our group, since we were essentially validating EBITDA, a lot of the core skills from audit carried over. Ensuring it ties out and the underlying data sources have the core competencies you can rely on.

What were the biggest skills you gained during your time in that group that helped you transition to the private side of M&A?

Honestly, just getting much better with Excel. In audit, we all think we're proficient with it because we can do vlookups or maybe a few basic macros, but it’s a different ballgame within the transaction world. It was a lot of data crunching for a broad range of targets, meshing and cleaning up the data, and then putting it together in a presentable format. You’re using power and pivot queries to stitch together 15 P&L’s, throw them in a data model, and line them up month by month. Based on the nature of the job (vs audit), you just get much faster at using Excel.

And then you switched to the private sector. How did you come about the opportunity with Waterlogic and what did you do there?

The company had just moved from California to Dallas and the person in the M&A role didn’t want to make the move, so a spot opened up. I connected with the CEO and VP of M&A well. The CEO started his career at Deloitte – first with audit and then the majority within the financial due diligence group -so he knew exactly what my background was and what gaps I had in my experience. He was comfortable bringing me in and teaching me the financial modeling side of things.
It was a very small M&A group. Just me and two others. We did everything from sourcing, proposals, diligence, and ultimately handling the integrations once the deal closed. If it was a bigger deal, we would sometimes bring in Deloitte or another firm to help with tax and/or diligence related items.
The backbreaker for me was the integrations aspect of the deal. It’s heavily reliant on data analysis. You’re making sure the data from the acquisition can flow through to the existing ERP system and there’s just a lot of pain points that you have to solve from those exercises. After awhile doing that, I realized I wanted to stay on the deal flow side of things and would consider an opportunity that kept me out of the integration aspect. That’s how I landed at MB2 Dental.

Let’s get into MB2. What does the company do?

We were founded by a dentist back in 2007. The idea that started the whole thing was that he had a general dental practice and a couple of associates that wanted to grow and start their own thing. He brought up the thought they do it together. He would invest in their practice, and they would invest in his. They could share in overlapping resources; supplies, equipment, lawyers/accountants, and so forth.
Fast forward and now we're a private equity backed group that has over 400 locations and growing. It’s a joint-venture structured model where the dentist will retain practice level equity and be a partner, not an employee of MB2. The model kind of disrupted the traditional industry approach of a DSO acquiring 100% of the practice, putting a dentist on an employment agreement, and mandating operational initiatives to reduce costs in order to solely increase profitability for the investors, even if it comes at the expense of the doctor’s clinical and operational autonomy.   
It’s been so successful because our founder treats the company as if it were still his own private practice. Every decision he makes is rooted from one angle, and that is asking himself, “Is this what is best for my doctor partners and the industry?” As an employee, it’s easy to buy in to that approach.

How has the public accounting background assisted you in the role?

It’s the simple stuff you take for granted. Does the data tie out to the source and do the numbers tie out? It’s weird to say out loud, but in a role where you’re dealing with small businesses, the ‘trust but verify’ mentality is crucial. You have to be able to not only chase down variances and understand the narrative driving those differences, but the ability to have those sometimes awkward conversations with sellers is equally, if not, more important. Working in a client facing role in public accounting whether it be in audit or the deals practice, prepares you for that. 
It’s difficult to understand while you’re in public, but it serves as a great foundational base knowledge that you will carry on with for the rest of your career.

Looking back, anything you would change about your career decisions?

No, I don’t think so because I’m a big believer in everything happens for a reason and ultimately it got me to where I’m at now. I’ve found myself in a good place in terms of work life balance, doing what I want to do, and most importantly, being excited about going into work every day.
If I was to go back in time, I’d just like to remind myself the importance of never letting a job get you too down or too high. Inevitably in your career you are going to make mistakes. Nothing is ever going to be perfect, and you don’t need everything to happen in a day. All good things take time. Listen and learn from the people who have already gone through it, but at the end of the day don’t be afraid to trust yourself and make career decisions that you have thought through.  

Thanks again for the time. To wrap up, any forward-looking insight?

I’ve found myself now in a place where I'm growing, learning, and getting exposure to so many deals. I'm in the perfect place for myself right now where the objective is to just continue to sharpen the toolkit. Deal acumen, business acumen. You name it.
Long-term I know that when that time comes years down the road from now, whether it's here or somewhere else, hopefully there'll be an opportunity for me to steer the corporate development and M&A group. I’ve seen M&A practices, both at Waterlogic and MB2, grow significantly, so if I ever had the opportunity to that in a leadership role in the future then why not? That'd be great. If not then I just know right now, I'm in a great place from an experience perspective and I've also found a good balance as well, which is nice.
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