Happy New Year from Nearco and best wishes for a happy and prosperous 2020! While we will continue to offer training content in this blog, I wanted to start off the year with a review of the excellent new M&A book “Agile M&A” by Kison Patel (https://www.agilema.com/agile-m-a-book) and a discussion of how it ties in to what we have discussed so far.
The book proposes that Agile program practices, which have been proven successful in software development and many other areas, be adopted by M&A practitioners. Contrasting Agile with traditional program management techniques, it does a great job of providing the reader with an understanding of both approaches and why Agile has received such widespread adoption.
Core tenets of the approach to M&A advocated by this blog are reinforced throughout the book. These include active participation in due diligence by the integration team, tighter collaboration and accountability between the “deal team” and integration teams, the need for flexibility in governance and team structures, and the criticality of keeping the deal strategy and rationale in the forefront at all times.
Target operating model development
While the purpose of the book precludes the discussion of target operating models (TOMS) at length, the book’s key messages are applicable to this step. TOM definition lends itself well to an Agile “Sprint” and teams benefit from the daily standups that highlight collaboration areas. Approaching TOM development in this way provides built in dependency identification and validation, potentially saving a great deal of time and re-work. These efficiencies would then carry forward into planning, as the understanding of the overall program and approach across the organization would both be established and have broad buy-in and support.
Program structure and governance
A challenge often faced by IMO leaders is that not all integration is created equal. Some tasks, such as email setup or creating a new node in the companywide ledger, are often routine and lend themselves well to a checklist executed by low-cost resources. Others, particularly go-to-market activities such as offer design, pricing, marketing strategy, etc. vary greatly from deal to deal and require highly skilled resources and frequent executive interaction and decision-making. Still others, such as designing a data structure, require a great deal of time and skill but not necessarily as much managerial involvement in the details. Agile’s flexibility and low-overhead structure accommodate both activities well by allowing the IMO to “split” the program into teams that focus their efforts on different sprint backlogs, maximizing productivity. Practicing Agile alongside an MBE (management by exception) philosophy minimizes distractions and helps leaders maintain sufficient governance while keeping their focus on the deal strategy and value capture.
I found the book to be both on-point and right on time. Traditional M&A approaches were largely designed to accommodate multinational transactions undertaken by companies with highly structured back offices in a time when mobile collaboration technologies were inferior. Mega-deals, where the parties have high degrees of outsourcing, automation, and customized ERP systems, may still need to modify Agile practices and/or blend them with other methods; however, there are benefits to be gained from even partial adoptions. Certainly, the deal and diligence processes should benefit greatly! As the book states, there is no single Agile methodology and continuous improvement is part of the process.
In our final blog post for 2019 we will take a touchpoint and review some of the topics we have covered thus far, taking stock of where we are in the overall deal process.
Deciding to Acquire
We began this training blog with a review of the key factors to consider when deciding whether to acquire. This included the following:
Target Operating Models
Deal Valuation and CTA
Our goal for this blog is to create both a teaching tool and a useful reference guide that can be re-visited as needed along your M&A journey. We enjoy hearing from you and wish everyone the very best transition into 2020!
This post concludes our valuation section with a discussion of business cases. Business cases are by far the more common approach to CTA calculation, as most clients do not have an acquisition pipeline robust enough to warrant the creation of standard TOMs (see June 2018 post). Not surprisingly, the method for developing business cases is determined by the deal rationale, since the underlying objective is to model the cost to achieve the key deal value drivers.
Cost Synergy, Business Cases
If the primary value drivers of your deal result from cost synergies, you might consider a twofold approach. Most cost synergy deals realize much of their value through personnel reductions. If this is applicable ask yourself which of the following applies:
If item 1 applies to your deal, then you may be able to forgo the business case process altogether, or you may be able to streamline the scope of the business cases, and still obtain an accurate estimate of costs to achieve. This is because personnel reduction, absent of dependent integration requirements, can often be easily estimated without the need for business cases. Just ensure that Human Resources is involved, and that the following items are included to the extent applicable:
If item 2 more accurately describes your situation, I recommend creating business cases to support CTA for at least 80% of the total cost synergies included in the deal valuation model.
Besides personnel reduction, the most common areas for cost synergies are:
Of these the first 3 generally contribute the greatest operating (non-personnel) cost synergies and the first 2 also generally have the highest costs to achieve; however, if input cost reduction requires renegotiation of purchasing agreements, this can be time-consuming and costly as well. Whether you decide to do business cases only for the first two, the first three, or all the above is a matter of judgement. Remember, the goal is to get accurate CTA estimates supporting at least 80% of your projected cost savings to substantiate the deal valuation.
Note that if your situation does call for business cases, you will need to provide a framework for analyzing the benefits of personnel reduction. If you are going to account for these benefits with a simple analysis- as described earlier in this chapter- ensure that all operational business cases omit such benefits to avoid double-counting. Alternatively, you can have each functional team coordinate with Human Resources to accurately estimate the personnel reduction benefits and one-time costs to achieve, including these in the functional models. Either approach will work.
Using this layout, a cost synergy initiative business case will usually run from 4 to 10 pages, depending on the level of detail provided. Note that not all initiatives will have new recurring costs, but if a new process or operating model, i.e. outsourcing, is being deployed this will apply and should be included.
Once the business cases are drafted, review them for the following:
I find it is useful to bring the various teams together to discuss their drafts and findings at least once prior to submission of the final cases for review. This simple step often eliminates a great deal of overlap and confusion, while providing the teams with insights and encouraging collaboration. It is perfectly acceptable to begin stress-testing certain assumptions during this interim readout. For example, can teams share resources? Or can resources be procured more affordably if sourced under a shared contract? Can additional savings be realized by breaking dependent tasks down into smaller increments, allowing dependent teams to start more quickly? These early conversations begin to flesh out the TOM realization process and will benefit the team as the planning process develops.
Revenue Synergy Business Cases
For stand-alone or minimal integration transactions with revenue synergy value drivers, costs to achieve should be minimal. After all, the presumption is that you are leaving the target largely as-is, and any revenue benefits are coming from accretion and perhaps organic revenue growth, not from combined operations. These deals will likely not require CTA business cases.
For deals with extra-accretive revenue value drivers, the business cases are more complex. You will need to carefully rationalize your selected TOM to determine the integration initiatives required to achieve the level of joint operations necessary to realize your synergy projections. One useful approach to this is to create a forward-looking joint product roadmap; however, note that detailed competitive information is still likely under gun-jumping restrictions, so you will need to rely on carefully documented assumptions in creating a roadmap that supports your conclusions.
Once the roadmap is prepared, you can then conduct an addressable market analysis, and evaluate your projected share capture. Combined with your pricing assumptions- and a price elasticity analysis-, this approach should substantiate the viability of the revenue synergies in your deal model. At this point you can proceed with the CTA business cases using nearly the same approach as described above for cost synergy value drivers, with a few key differences. The template for an extra-accretive revenue cost-to-achieve business case should include the following:
Note the key differences in the cost and revenue synergy business cases. Cost synergies, and accretive revenue synergies, typically have a defined start date, after which benefits are recurring. Extra-accretive revenue synergies tend to require a ramp-up period, reflecting the gradual release and penetration of joint market offers.
While assumptions are required in all cases, extra-accretive revenue business cases rely on assumptions that are more subjective. As such, it is critical to include a robust analysis of TAM, market share, and pricing to document and substantiate your conclusions. Sensitivity analysis is also more critical for these business cases due to the reliance on these assumptions.
It’s common for deal models to have both revenue and cost synergy projections. In this case, you would simply combine the business case methods above to get total CTA, taking care not to double-count any costs. If using both interim and end-state TOMs, remember to factor in timing.
Business cases are the most common method of analyzing costs to achieve modeled deal synergies. Personnel costs can often be estimated without resorting to the preparation of full business cases; however, if business cases are being prepared while a simpler analysis is being used to calculate personnel reduction savings, take care not to double-count costs and benefits.
Overall, remember that the purpose of including costs to achieve in the deal models is to accurately calculate the return from the transaction, and to validate the deal valuation. This objective should guide you in determining which deal value drivers should have CTA business cases, with the goal being to substantiate at least 80% of the projected deal value.
This month we continue our discussion of whether costs to achieve (CTA) should be included in deal models. In last month’s installment we discussed some of the challenges that arise when these costs are included, as well as a few high-level benefits of doing so. In this month’s installment we will discuss the use of a Target Operating Model approach to determine CTA for inclusion.
A Target Operating Model Approach to CTA Inclusion
If you have been following this blog, you will be familiar with the concept of target operating models and their relationship to deal rationales. (April-November 2018 posts). In short, the deal rationale determines the proper level of integration. Deals where most of the synergies will come from revenue, particularly if the drivers include innovation or creativity, will optimize at lower levels of integration. Deals where cost synergies play a larger part and/or there is a greater degree of overlap between acquirer and target will optimize at higher levels of integration. The target operating model for the deal describes the integrated “5 W’s” or the Who (personnel) will do What (business processes and policies) from Where (geography and facilities) on Which (IT, telephony, networks, etc.) tools, and When (timing).
If you have chosen a minimal integration model, it is likely that most of your deal value drivers come from revenue. In this case you will want to evaluate whether any personnel, facilities, or toolset integration are required to achieve the desired revenue synergies. If the synergies are primarily accretive in nature – or if you are purchasing innovation or R&D-then little integration is needed, and you have chosen the correct TOM. In this instance, you probably don’t miss much by using high-level CTA estimates, and forgoing a more extensive process.
Complementary deals that derive their value from revenue synergies that are not merely accretive, i.e. deals where you expect to combine customer bases, co-develop new offers, or otherwise extensively combine go-to-market operations will require some level of integration to reach synergy realization. Overlapping deals where the value comes from combining operations for cost synergy purposes will require a high degree of integration. Vertical deals will vary, depending on the extent to which integration is required for achievement of your business goals.
Hopefully, you have already thought thru this in your TOM selection and have a “5 W’s” analysis that describes any interim and/or end-state TOMs. In cases such as these, taking the time to prepare a CTA for each integration workstream is well worth the effort. You may learn, for example, that regardless of cost/benefit, additional, ancillary projects are required to achieve your goals due to operational dependencies. This will add to your overall cost of the deal and should be taken into consideration. Or perhaps you learn that certain efforts will take longer than anticipated, lengthening the critical path to synergy realization. Regardless, you can expect the CTA estimation process to generate the following outcomes:
Conclusion, and a Warning
Beware of the temptation to change your TOM based solely on CTA. It is completely appropriate to jettison integration activities that are off the critical path and provide insufficient synergy benefits; however, the deal rationale should still drive the TOM. Remember that we chose the deal rationale because of its alignment with the core business problem we are trying to address; therefore, any TOM changes must be scrutinized to ensure that the deal retains those problem-solving attributes. It seems obvious, but you might be surprised how deal fever can affect reason. What starts out as an overlapping deal with cost synergies can suddenly morph into a stand-alone deal that is done for revenue synergies, which inevitably are only accretive and fail to provide return in excess of the hurdle rate.
Just as there are differing perspectives on which valuation method yields the best results, there are also different perspectives on whether costs to achieve belong in the valuation models. In this post we will present arguments for both inclusion and exclusion of costs to achieve.
Arguments for Excluding CTA
Proponents of glossing over or omitting costs to achieve will point out, often correctly, that accurate estimates of such costs are too difficult to calculate. They also correctly argue that taking time to calculate and include these costs will “bog down” the process, and potentially cause the loss of the deal.
The latter argument has merit. You will spend more time on valuation if you attempt to include realistic CTA; furthermore, if the deal is competitive (meaning there are other interested buyers) you may be including costs that reduce your valuation relative to other bidders. This will almost certainly be true if you are a publicly traded or otherwise highly regulated company with heavy compliance requirements that finds itself bidding against privately held enterprises and/or private equity. If you are assuming a full integration target operating model, your CTA will also certainly be higher than a bidder that plans to leave the acquisition alone, even if they are also including CTA in their models.
What happens, then, is that costs to achieve are commonly either omitted from deal models altogether or else they are vaguely alluded to with some very high-level estimates. Often existing run-rate costs are used, with perhaps a few small one-time cost numbers associated with simple items such as separation costs for redundant staff. Regardless of anticipated post-close target operating model, it has been my experience that full CTA inclusion is uncommon outside of best-in-class acquirers.
Arguments for Including CTA
The most obvious argument for including CTA in the deal models is, of course, to get a better picture of the projected return on the investment. Including these costs, with their anticipated timing, allows you to estimate cash flows, calculate returns, and determine if the fully costed deal clears your internal capital hurdle rate. It also provides some defense against shareholder litigation, showing that you applied sober diligence to your investment of their capital.
But capital stewardship is not the only reason to consider inclusion of CTA. A fully costed estimation process helps to validate your target operating model selection and to also identify key dependencies on your integration critical path while there is still time to consider these factors in your overall evaluation of the deal as a strategic move. It can help set realistic expectations as to the timing of joint operations. The latter may suggest that while an acquisition is appropriate, there is not enough time to adequately integrate in response to a particular market dynamic, indicating that another strategic move is required in the near term.
Since I am a former accountant it probably comes as no surprise that I am a big proponent of including CTA in the deal models whenever feasible. This not only provides the opportunity for better investment evaluation, but also forces the team to slow down enough to consider whether the desired timing of synergy realization is practical and meets the strategic needs of the acquirer.
Last month we discussed the importance of re-grounding ourselves in strategic fundamentals prior to calculating our deal valuation, and we also discussed the EBITDA multiple approach to those calculations. This month we’ll discuss the cash flow approach, as well as a few other considerations for calculating estimated deal value.
Stream of unlevered cash flows
A common valuation approach is to calculate the target company’s projected future cash flows- often over a period of the next 5 to 10 years. The cash flows are usually first “unlevered’, meaning that interest expense is added back for the purpose of valuation. Now it’s time for a trip back to our college finance classes. Don’t worry, we’ll make it quick.
Recall that our basic formula for the present value of something is:
Future value=present value *[ (1+rate)^number of periods]
Present values are calculated using the company’s cost of capital, or the required hurdle rate (as set by leadership/board of directors) if higher. An example assuming a 10 year horizon and 18% hurdle rate:
Note that there are a few wrinkles with this approach. First, we are assuming that our ability to forecast out 10 years is solid. Second, we need a relatively near-term positive cash flow stream to make the calculations useful. Third, we are essentially valuing anything beyond our horizon at zero.
It is in part to address this problem that investment bankers will often convert the net present value to an internal rate of return (IRR). The IRR is a fancy way of saying what hurdle rate would we need to use in the NPV formula to give us a net present value of $0? Once calculated, this IRR rate is then applied to future projected cash flows in the assumption that reinvestment would be available at that rate.
Real-World Example: Bad Sport
I was recently asked to assist a CFO in the preparation of a valuation model for an acquisition. The projected unlevered cash flows, along with forecasted financial statements, had been provided by the investment banking team. The small target company had a single product, which they sold only domestically via their website, at a fixed price of $25. For purposes of this discussion let’s just say that the product was a sporting goods item. Thus, you would only need one of these if you participated in that sport, and even so the useful life should be between 5-10 years once purchased.
In looking at the sales figures, I noticed something didn’t look right. I quickly ran a US population analysis, and did some quick total addressable market calculations. To sum up the results, every man, woman, and child in the United States would have needed to purchase 1.32 of these items every 5 years in order to reach sales numbers in the financial projections.
Obviously, this didn’t seem realistic to me, so I checked in with the bankers. Were prices expected to rise? Were new products on the horizon? Markets being expanded? Distribution increasing? Nope, nope, nope, and nope. They had simply applied the growth rate of the last 2 years to the next 5 years, without taking into account the actual constraints of the market itself!
Bottom line, always check the financial models. Make sure all assumptions are stated, and run market analysis on any projections. Be prepared to explain what market share capture is assumed, and why that is realistic.
This solves one problem but creates a few more. First, there can mathematically be more than one IRR- i.e. more than 1 hurdle rate that causes the net present value of future cash flows to be zero- particularly if cash flows fluctuate between positive and negative values. Second, IRR valuations tend to be on the high side, because they treat investment in the target the same as they would treat putting money in a bank account at that rate of compound interest. Since we know that all companies experience a lifecycle of growth, stabilization, and decline, that is a fairly optimistic viewpoint- particularly in highly competitive industries or those subject to higher than average risks.
Note that all of the methods we have discussed thus far are highly dependent on the company’s results of operations. Normally this is appropriate; however, a lot of time can be saved by taking a closer look at what assets the company may have.
I was recently asked by a small, privately-held company to evaluate a potential acquisition. We had some really good comps to use, which yielded an enterprise value of $7 million for the target. NPV analysis suggested a value of about $6.2 million; however, the company had just achieved profitability, after accumulating over $100 million in losses during prior years. Assuming a 30% tax rate, that means that there could be upwards of $30 million of tax reduction value to the company that acquires this target! This suggests a valuation far beyond what my client could afford, and one that would bear no resemblance to the comps or NPV of cash flows. Luckily, we caught this prior to the CEO calling in the Board to review the acquisition, and he was able to save face!
Most acquirers will study the income and cash flow statements carefully, but remember to also look at the balance sheet, and to consider the actual market value of any tax benefits, real estate, or other assets, getting the appropriate experts in to value these as needed.
This is a good time to mention tax considerations. In general, it is highly critical to have skilled tax personnel involved in the evaluation and calculation of the value of any proposed deal. The example above is just one of many I could name. For instance, I once worked on an acquisition with a value in excess of $15 billion, much of which was actually paid for via careful tax planning regarding the legal entity structure of the deal. On the flip side, I also worked on a deal where tax had been left out of the discussion to date, and we discovered a potential loss of several million in value resulting from ignoring tax considerations in the deal structure. As we discussed in our due diligence chapters, make sure tax is at the table, and that they have sufficient time and funding to avoid any unnecessary value seepage!
There is no “perfect” valuation method. Comparisons rely heavily on the judgement of others, and are often apples to oranges. NPV overlooks the value generated beyond the consideration horizon. IRR tends to over-value the company’s long-term contribution to the bottom line. Both NPV and IRR rely heavily on the ability to accurately estimate the future cash flows, which is no easy task in itself. In mature industries I personally prefer to use the median of at least 7 good comps paired with a 10-year NPV to provide a valuation range, with an understanding that am likely to be looking at lower valuations than my competitors that are using IRR. Overall, remember that more than half of acquisitions have historically failed to deliver on their projected value, so our skepticism bias is certainly warranted.
Last year we published our first “Tales from the Trenches” blog post, where we examine real-world acquisition blunders. In one of these examples, “Double Trouble”, we described an acquisition where the buyer made 3 key errors. In this post we look back and evaluate what the company’s performance looks like in the years since the deal. But first a refresher:
Company A had historically enjoyed high profitability on their subscription-based market offer; however, other companies had developed or acquired similar products, and were providing free subscriptions to these substitutes as part of their overall go-to-market strategy. With viable free substitutes flooding the market, Company A's revenue was declining, and the future of the business in doubt.
Company A decided that the solution was to purchase another product line that sold subscription services to a similar customer base, bundle the products into a new offer, and thus compete effectively with the freeware by offering a combined value proposition. Given the difference in the offer attributes, Company A knew it was unlikely that any significant administrative cost synergies could be realized; however, they were convinced that the revenue synergies from the new combined market offer would be sufficient to turn this into a fantastic investment. After all the target- Company B- had similar customer demographics, so fantastic cross-selling opportunities seemed likely, correct?
Company A paid a significant EBITDA premium to acquire Company B, and post-deal integration consultants were hired to evaluate Company B in preparation for integration planning. These consultants soon discovered that Company B's biggest challenge had been…wait for it… adjacent companies had developed similar products and were giving away subscriptions as gifts to their customers! To make matters worse, Company B had gathered most of the addressable market share by promising customers a lifetime subscription with no increase in price. And for the icing on the cake, more than 80% of Company B customers were existing customers of Company A. This meant that the only way to increase revenue would be to raise the price of the combined offer to be higher than the price existing customers were paying to buy each separately, with the added wrinkle that the price of Company B’s products could not legally be increased for existing subscribers, and of course the original problem of readily available free substitutes for both.
So, what were the 3 key mis-steps that Company A made in the deal above?
1). Neglecting Strategy Fundamentals
If Company A had taken the time to use the strategic frameworks some significant red flags should have been obvious. Porter’s Five Forces would have highlighted the availability of substitutes for both Companies A and B as a significant strategic hurdle, along with high customer bargaining power, and a competitive business environment. SWOT analysis would have shown similar concerns, while an elasticity study would have pointed out the inability to raise prices. Finally, a proper TAM and share study might have uncovered the pre-existing customer overlap, indicating that cross-selling would not be a profitable effort in an environment of price inelasticity. To be blunt, when you have negative margins it is a really bad idea to try to make that up with volume!
2). Forgetting the Deal Rationale in Due Diligence
Company A did a good job of combing through Company B’s audited financial statements, double-checking the previously audited numbers and carefully evaluating revenue recognition. They evaluated the exposure to major customer groups, sales channels, and the like. They reviewed the valuation against sales trends. What they never did was ask the 2 key questions demanded by the deal rationale, questions that strategic analysis would have highlighted:
3). Overlooking Deal Alternatives
I state frequently (at the risk of putting myself out of work) that deals are a very costly way to achieve strategic objectives. Acquisitions can absolutely make sense; however, alternatives should always be considered. In the case of Companies A and B, their markets were stable-to-declining. The structure of their back offices made achieving administrative cost synergies unlikely. The companies were in no wise competitors. Finally, the stated goal was a combined market offer to a joint customer base. These facts cry out for some type of joint marketing arrangement, not an acquisition!
In conclusion, we can observe the following 2 years post-acquisition:
Deal valuation is something that many executives struggle with, and I probably get more questions on this topic than any other. This is understandable. Acquisitions are big decisions that can make or break an executive’s career. They are often competitive, with multiple bidders. Investment bankers, with their deal experience and complex models, can be somewhat intimidating for many, making it a scary proposition to start questioning their numbers.
It is nevertheless critical to make sure the valuation is calculated properly, thoroughly vetted by management, and well-articulated to the board. The best place to start is to return to the foundational basics we’ve discussed in earlier posts:
While it may seem tedious to keep returning to these B-school basics, it is extremely useful to do so as it helps inoculate against the “deal fever” that so often leads to overpricing and poor investment decisions. Buying a company should be like buying anything else for your business, a new photocopier or another delivery truck. “Will the purchase accomplish our objectives better than another approach or investment” is what you are seeking to answer, and the bias should be towards skepticism and objective logic. And you can tell those scary bankers that I said that!
Re-grounded in the strategic basics, with our “deal fever” booster shot, we can get down to the business of some calculations. Two common methods used to calculate acquisition valuations are comparable multiples and discounted unlevered cash flows. We will discuss multiples here, and cash flow valuation in a future post.
Regardless of what other valuation methods you employ, you will likely need some comparable multiples for your board and/or investors to consider. Multiples are calculated thus:
This gives us an average valuation of 10.6 EBITDA, and a median valuation of 10.0 EBITDA, which when applied to our target’s financial results yields the comparable value.
Real-World Example: Nothing Can Compare
Several years ago a CFO asked me if I could take a look at the valuation model for a proposed deal. I agreed, but immediately ran into some noticeable resistance when I contacted the bankers and requested a copy of the model. When I finally got my hands on a copy, the reason for their hesitation became clear. Their figures showed sales revenue for the proposed target increasing at 6% per annum in perpetuity! Nice, but hardly likely.
I immediately set a meeting with the bankers, and asked them to provide the business operations and market research rationale that indicated the business would grow forever. Not surprisingly, they were unable to provide such analysis. Eventually they admitted that the 6% perpetual growth was simply “the formula we had to put in to get to the multiple a competitor recently sold for”. To make matters even stickier, the same bank was representing a party that would benefit from the higher sales price, so definitely a cagey situation.
Luckily, in the example above we were able to calculate a more realistic projection of the company’s prospects, and narrowly avoided overpaying for a terrible investment. Remember to always check the deal models, and to validate all assumptions!
The problem with multiples is the underlying assumption that all parties were rational actors, and that the amount paid for the company was highly correlated with EBITDA. This is not always the case- in fact many tech and pharma acquisitions are done before there is any profit, and sometimes even before there is revenue! This is also exactly how asset bubbles develop, and I would strongly caution against evaluating deal value based solely on what others have paid. Also, the 10.6x above is not what the deal is worth to us, it is just what we might expect to have to pay. What it is worth is another matter altogether, but we know that because we’ve reviewed our strategy fundamentals. Right?
That said, multiple comparisons do have their uses. First, due to different strategic priorities and deal rationales, it would be reasonable to expect an acquisition to be worth more to certain parties than to others. Considering the median/average values of multiple transactions can help predict the range of values that your competitors might be willing to pay, and (perhaps more importantly) what your investors might be willing to fund. So multiples are a reasonable starting point, but don’t get stuck there.
Elaborating on diligence execution in detail would be a book in itself- after all, as previously stated, my standard questionnaire is 30 pages long! We will instead provide a high-level overview, looking across the various categories, and taking account of key elements that warrant focus.
Diligence Topic 1: General Items
General items usually include at least the following:
Watch carefully for significant omissions and surprises in this early area of diligence. In my experience these indicate a large “red flag” with regards to the rest of of the process, provided there were earlier forums in which it would have been reasonable for the target’s leadership to be more forthcoming. Apart from hostile transactions and or distressed targets, diligence should not be an exercise in obfuscation on the sell side and in teeth-pulling on the buy side! How a buyer should respond depends on the deal rationale. The more likely it is that you will need to rely on the target’s existing leadership for full synergy realization, the more concerning any early-stage deceptions or omissions. At a minimum, such behavior should be considered when calculating the deal pricing and synergies, as deception is seldom a one-time behavior.
Diligence Topic 2: Finance and Tax
You should get Tax involved in the diligence process early and ensure that they are provided with copies of the target’s legal entity structure, including details on any international operations. This will allow them to design an approach that minimizes compliance exposures and tax costs. Carryforward items are also critical to evaluate early on, as these can have a very significant effect on deal value if the client has had large operating losses in prior years. I once worked on a deal with a purchase price of several billion dollars that was nearly entirely funded via tax savings from proper deal structuring and capital planning. Conversely, I am aware of another deal where several hundred million in avoidable tax costs were incurred because Tax was not allowed to participate in diligence.
With regards to the rest of financial diligence, auditors often lead the charge; however, it is important to have skilled personnel from your internal Finance organization involved as well. The auditor’s role will be to carefully analyze the provided information for completeness, accuracy, and any potential red flags. Internal Finance staff should review the auditor’s inputs carefully and raise any concerns with Leadership including the Steering Committee, the Integration Lead, and Corporate Development. Here again, there should be minimal surprises.
In addition to the above, your internal Finance resources should also be evaluating the consistency or inconsistency of policies, processes, and tools as compared to your internal structure. In this way, Finance can begin to evaluate the time and effort required to achieve your desired TOM and can inform the Data Steward of any potential data migration/integration requirements that need to occur in time for the first consolidated close. I also recommend assigning one internal resource to carefully review the financial data and reconcile it to all deal models and projections. You would be surprised how much I see omitted and misrepresented in deal models, when the information from diligence clearly refutes these assumptions!
Diligence Topic 3: Legal Compliance
If you are using an experienced outside counsel to assist in the diligence process, this portion usually goes smoothly. If you are using inside counsel, be prepared to augment their staffing and their experience with outside experts, particularly when considering cross-border transactions. Make sure all attorneys involved are aware of any red flags uncovered in your research.
Diligence Topic 4: Legal Contracts
It is my experience that contracts frequently get under-researched during diligence. Migration/novation of contracts: customer, subcontractor, contract manufacturer, and/or outsourcer, can easily be the “long pole” in many integrations, and usually comes at the expense of significant investment in both time and legal fees. Pay attention to any restrictions on assignment, novation, or termination as these may bind you to a model that differs from that of your desired TOM.
Also, pay close attention to any contractual arrangements that might inhibit your ability to alter pricing or costs of inputs! Inquire as to whether any verbal representations have been made to customers and/or vendors regarding terms or pricing. If the client in our “Double Trouble” example (see March 2018 blog) had included this in their diligence research, they would have known that there was no legal way to raise pricing after the acquisition. Also, if your value proposition includes substantial benefits from cross-selling, pay attention to contract overlap with your existing customer base. It could be that you have captured most of the TAM (total addressable market) already and thus the acquisition is of little additional value.
Diligence Topic 5: Facilities
Facilities diligence should bring to light risks in areas such as environmental and/or safety hazards; furthermore, it should also assess whether the facilities present any obstacles for your chosen TOM. Are you planning for shared occupancy for a period of time? Then note whether the space can be easily demised, with proper access controls and security.
During facilities walk-throughs, also take note of any fixtures that are of interest. I once spent weeks arguing whether a satellite dish affixed to the roof of an acquired building (and necessary to continued operation of the business) was included in the scope of the facilities purchase! Other such items might include warehouse racking, videoconferencing equipment, conveyor systems, etc. Ensure any such assets get called out specifically on the asset inventory in the purchase agreement.
Diligence Topic 6: Insurance & Risk
Investigate whether adequate coverage is in place. Companies that skimp on insurance coverage may be risk-prone in other areas as well, so it is worth noting. If the company self-insures, they should have an adequate reserve for any potential losses. Also, make sure in this instance that your broker or insurance company is willing to write the policies you need for an acceptable cost. Before completing diligence in this area, review your PESTLE assessment one more time and determine whether additional coverage or mitigation investments are appropriate.
Diligence Topic 7: Employees, Benefits, & Pensions
Employee and benefits due diligence is often a massive effort, so plan to invest in this area accordingly. It is also worth doing well, and not just from the standpoint of risk mitigation. Employee diligence provides the first real opportunity to dig into the details of what the acquisition will mean to the target’s staff, and to glimpse how day-to-day culture and practices at the two companies differ. Perhaps more than any other area, employee diligence provides also informs major components of the integration plan, including what change management and communications activities may be required. Given the scope of this effort, and its potential payoffs, I recommend staffing diligence with top personnel from HR, backfilling as needed to cover any gaps. Also, be flexible about allowing the diligence staff to bring in consultants to assist, and to hire employment attorneys to advise them.
Diligence Topic 8: Competition, Control, & Corruption
Turnover is one diligence area that falls under the competition portion of this heading. You will want to carefully review company revenues, gain an understanding of what their total market share is relative to their competitors, evaluate how much of that share is due to joint ventures/alliances/partnerships, and how great the dependencies are on particular channels and/or customers. If the company operates in more than one geography, it is also key to note whether one country is disproportionately responsible for overall turnover.
For the control and corruption portions of this heading I would suggest that you review at least the following:
Careful diligence in this area is not only a requirement, but also a useful preparation for anti-trust approval discussions with regulators. Ensure that this area is staffed with attorneys that have adequate diligence experience in the markets in question and instruct them to openly share information with your anti-trust counsel, facilitating these discussions periodically.
Diligence Topic 9: Information Technology
Note that while extensive detail regarding the IT and telecommunications infrastructure may not be required if you plan to minimally integrate, it is still a good idea to get a view of the systems landscape. Information and data security compliance is growing ever more complex, and the expectations and potential liabilities for breaches are growing as well. As with the more general areas of diligence, a careful look under the hood is appropriate, since carelessness can indicate a bigger problem with a lack of business discipline.
If you do plan to fully integrate, there is a good chance that systems and data integration will be both the longest-running and most expensive portion of your integration plan. As such, it is a good practice to have your Data Steward in place and participating in due diligence, along with any other internal or external augmentation required.
Due diligence is an intense, complex, and time-consuming effort, regardless of the acquisition. If you are considering a full-integration TOM, diligence should also become the first phase of your planning activity, informing each group as to the likely scope, timing, and extent of the effort required. You will want to ensure that you have adequate participation to not only cover the scope of the diligence activities, but also to have time to share the information learned along the way, and to discuss how this might impact the realization activities. For large deals, or deals with full integration TOMs, this may well mean augmenting existing staff with external contractors to ensure adequate coverage. Of course, the larger your diligence team, the more essential it is to have your program structure in place providing a forum for collaboration and governance.
The Due Diligence Objective
In our February 2018 blog post we noted that every successful acquisition starts with the identification of the deal rationale, or the “why” of the deal. This rationale should drive all subsequent activities including the approach to due diligence. First solidifying the business objective, and subsequently analyzing the target to assess whether it will help achieve that objective, can prevent missteps such as the “Double Trouble” example from our March 2018 post. Our goal, therefore, is to evaluate the target company to determine whether acquiring this company addresses our deal rationale objectives, while simultaneously getting comfortable that the risks are not sufficient to erode the overall value proposition.
Conduct Due Diligence Research
Most integration professionals will have a standard due diligence “checklist” of items that the buyer would like the seller to provide for evaluation. Mine is just under 30 pages in length, single-spaced! On a large deal I will usually get to submit less than half of the questions on my list, and for smaller deals I might be able to submit only 15-20%. So, one critical early step is to pare the list of inquires down to something that is manageable but still provides sufficient information to evaluate the target.
Spending a few hours on research is one way to effectively whittle down the checklist. You would be surprised how much information is available via:
Buyers can be reluctant to invest the time in this research; however, I find it often yields a treasure trove of information that can be used to answer some diligence questions preemptively, and certainly helps to focus the diligence checklist! If you don’t have time to do the research yourself, bring in a temp or an intern. The work isn’t difficult and it is well worth doing before you commence with decisions about designing due diligence scope. I once found information on an industry blog about a well-known defect in a target’s primary product, which had not previously been apparent from any of the provided documents, and which had a material impact on some of the valuation assumptions we were using. Bottom line- take the time to dig- it’s worth it.
Use PESTLE to Further Refine the Diligence Plan
After compiling research, a useful starting point for scoping due diligence is to revisit some basic strategic frameworks. If you’ve been following the method we discuss in this blog you will already have used Porter’s 5 Forces and SWOT in your initial target identification. For diligence purposes the PESTLE (sometimes spelled PESTEL) framework is useful. PESTLE is an acronym:
Political risks usually take the form of potential changes in regulations or policies. Health care and social media are good examples of industries facing political risks.
Economic risks are pertinent to businesses with commodities exposure, heavy reliance on discretionary consumer spending, foreign currencies, or other key economic factors. For example, these are significant considerations when I do deals in the international oil, gas, mining, or food/beverage industries.
Social/cultural risks relate to the potential for loss of goodwill, litigation, or eventual political exposure due to negative public perception of the company or industry. I’ve seen this in media and entertainment with regards to violent content, and social media is definitely facing scrutiny here as well, as are processed food companies.
Technological risks arise due to the disruption of existing businesses by emerging technologies. Who would have imagined 10 years ago that we might have self-driving vehicles? As robotics and automation improve, most industries will need to consider technological disruption to some degree.
Legal risk refers to current or potential litigation risks. These aren’t always a bad idea. I’ve seen bargain purchases of companies that were facing litigation exposure, but risks should be thoroughly investigated in diligence so that valuation can be properly adjusted.
Environmental risks are critical in resources businesses like oil, gas, timber, and mining; however, depending on the political environment any company can incur substantial changes to their cost structure due to environmental regulations.
Determine Participants for Due Diligence
There are conflicting schools of thought when it comes to participants for due diligence. Strategy and Legal experts seem to prefer as few participants as possible, while Finance and Operations want to see broader representation.
Here again the deal rationale and its corresponding TOM can offer guidance. If the TOM calls for minimal integration, you should need fewer diligence participants. Where the TOM calls for medium to full integration, you should consider putting a larger team in place. Regardless, the best results are produced when the diligence team is broad enough to validate TOM assumptions, and to analyze the deal in terms of the deal rationale. This is the one reason I advocate for the use of code names, and for a thorough onboarding process for diligence resources.
Keep in mind that work done to eliminate a deal from consideration is not “wasted effort”, it’s production! Rationalizing investment choices is a legitimate activity, regardless of the go or no-go decision resulting from the analysis. Should the decision be to move ahead with the deal, a properly organized and executed diligence process generates a significant portion of the integration plan and budget, thus saving time later in the process.
Appropriate participants will vary by deal, but some general guidelines are as follows:
Note that the recommended participation, even for minimum integration, still extends across quite a few areas. We’ve spoken before about the importance of including Tax to ensure that the deal is structured in the most efficient way possible. Legal and HR are required to ensure compliance. Finance will be key to analyzing deal value, providing modeling inputs, and establishing synergy measures. The Integration Lead will be responsible for overseeing realization of the chosen TOM and the corresponding synergies.
Take the time to research publicly available information on your target. Apply the results of your research using some standard strategic frameworks, incorporating all this information into the on-boarding materials for your diligence participants. Let the TOM inform the composition of your diligence team, but don’t hesitate to include more resources- the broader participation should pay off in terms of better results.
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