Comprehensive Guide to M&A Due Diligence in Today’s Turbulent Economic Environment
20 minute read
This M&A management toolkit is designed for Corporate Development and Integration Teams and can be easily customized to fit your organization’s needs. Along with the acquisition and integrations templates comes a step-by-step guide on how to implement the M&A playbook.
The M&A Management Playbook and Toolkit is now available as a FREE eBook download (click here to download). It is our way of giving back to the M&A community. The information contained in the eBook can also be found on this webpage and related blogs and links. You may use the table of contents below to go to a specific topic of interest.
The individual templates (Excel, Word, PPT), due diligence checklists, and integration workplans are also included with the eBook download.
Managing Mergers & Acquisitions can be daunting, but doing it effectively is critical to successful inorganic growth for an organization.
This M&A playbook will guide your M&A activities from target evaluation through post-merger integration. The acquisition playbook includes tips to improve your M&A process as well as a framework to build your own best practices. The 16 tools provided in this toolkit are applicable to new or experienced M&A teams offering customizable features to accommodate your company’s business process requirements.
The toolkit focuses on three areas:
Proper management of these three areas helps to ensure that the right targets are chosen and that the value combining the companies is realized.
This section defines a few terms that are used in the accompanying documents. Some of the terms may be used a little differently by some companies or investment bankers / brokers, but efforts were made to ensure definitions are as consistent as possible. Note that many of the definitions around integration roles, teams, etc. are defined in the M&A Integration Methodology eBook (i.e. Executive Steering Committee, Integration Leader, etc.).
Day 1 Readiness Review
A detailed review of the Day 1 Workplan (action plan) by the Integration Leadership Team with the Executive Steering Committee (ESC) and Executive Sponsor (ES) (these roles and others are defined in the document “M&A Integration Methodology”). This review should happen 10 to 14 days before closing of the deal / Day 1, but there should be no big surprises. The ESC and ES should be aware of all critical / Level 2 decisions (see below) by this point. This is just the final review of all Day 1 actions for any final tweaking and discovery.
The first day after closing of the deal. It is referred to as “Day 1”, because it is the 1st day that the two businesses are acting as one. “Day 1” is used to mark the execution of several actions such as communications to employees, etc.
Level 1 / Level 2 Decisions
Criteria for Level 1 and Level 2 integration decisions should be defined during the Integration Framework Definition (defined in the document “M&A Integration Methodology”), to outline which types of decisions can be made by the Integration Leadership Team (ILT) and Workstreams vs. the Executive Steering Committee (ESC) / Executive Sponsor (ES). Typically, only critical decisions like Organizational Structure, closing of facilities, etc. are escalated to the ESC / ES, but decision autonomy differs by organization, so must be clearly defined.
Phase I, II, III, IV and V Integration Workplans
This refers to a phased approach for developing and executing Integration Workplans (action plans). This helps to organize and prioritize actions, as well as to coordinate some of the more complex actions cross-functionally. In this methodology, we define the phases as follows:
Phase I = Day 1
Phase II = Days 2-30
Phase III = Days 31-90
Phase IV = Days 91-180
Phase V = Days 180+
Sometimes called “functional team”, this refers to a “stream” of work related to the due diligence and integration planning efforts. The business leaders should decide on which workstreams are necessary for their business. Common workstreams are Finance, HR, IT, Legal, Marketing, Sales, Engineering and Product Development. “Subteams” of workstreams are used if a further breakdown makes sense. For example, under Finance, there may be A/P, A/R and Procurement subteams. A workstream leader should manage the overall efforts for all subteams reporting to that workstream.
Desktop Due Diligence
Also known as Preliminary Due Diligence or Pre-Diligence. The preliminary review of a company through evaluation of data and documents, internet research, etc., to determine whether the company is a good fit strategically, financially, culturally, etc. typically happens before the Letter of Intent (LOI) is signed, but after it is established that there is interest by both companies. The depth of research at this stage varies, based on many factors, such as company size, complexity of the business, whether there is a broker and a book prepared, etc., but requires a Non-Disclosure Agreement (NDA) to be signed, so that financial information can be shared. In most cases, the target company does not share specifics about customers, for example, but may be willing to share the total revenue for their top 10 customers (but not share the names of those customers). This phase assumes that there are other potential buyers still in the running.
Letter of Intent (LOI)
A Letter of Intent, sometimes called Letter of Interest or LOI, is an agreement between a purchaser and a seller used to outline the initial terms of a merger or acquisition transaction. It typically details the estimated purchase price or range, the target close date, structure of the deal, and other terms, and is signed after Desktop Diligence and before full Due Diligence. The LOI is also a commitment by the purchaser to move to full due diligence and an indication of intent to close, although terms are included in the LOI to allow either party to back out of the deal with specific restrictions and/or penalties. The acceptance of the LOI by the seller indicates that only that buyer is in being considered and other interested parties are no longer in the running, unless and until the LOI is void.
This is a model built, usually starting during Desktop Diligence and is a working document (updates / additions continuing through to final valuation and offer letter to selling business), that models how buying the company will affect your business financially. It typically includes how synergies and revenue uplift will affect the combined organization over time, as well as predictions on how current products will perform (considering that some may be sunset, combined into one product, etc.). The more that is learned during Due Diligence and the more that the two leadership teams can collaborate on ideas during that period, the more accurate this model becomes. Leadership of the acquiring company must typically commit to this model before a valuation of the target company can be completed and an offer made.
Valuation is the process of determining the value or worth of a business. There are various valuation models such as Discounted Cash Flow, EBIDTA Multiple, etc. Typically, an organization’s finance team will use multiple methods to value a target business, based on all the findings from Due Diligence and from the financial model, to determine a range and then the final offer. Guidance on valuation is not included in this toolkit, as it is a very specialized area and should be handled by the finance experts in your organization or by a third party.
It doesn’t matter what you are doing; having a strategic plan will drive your success rates and increase growth. Given the complexity of mergers and acquisitions (M&A), you’ve got to start laying the foundation at the very beginning to realize success. Therefore, it is essential to be clear about what you want to achieve from the deal, the expected synergies, and the value proposition. Gathering the right people and ensuring open lines of communications will get you on the right path. Below are some tips for achieving value and success during the M&A process.
Several Excel, Word and PowerPoint acquisition and integration templates and trackers are included with the M&A Management Toolkit. They will assist you with organizing, tracking and implementing an M&A process for your company. The list of documents includes the following:
Acquisition Ranking Tool
M&A Opportunity Funnel
M&A Workstream Charter
Integration Workplans by Function
Integration Playbook Template
Workstream Cross-Functional Dependency Log
Workstream Risks and Issues Log
Workstream Status Report
The Devensoft M&A Management Toolkit includes several template, trackers and checklists for use by M&A teams. They are available for free by submitting the form at the bottom of this page.
This is a tool to track all potential and historical targets. The first tab is an executive summary tab that will be used for the M&A Opportunity Funnel- Executive Summary. The second tab is to track all active targets and the last tab is to track all targets that have been abandoned/passed on and the ones that have closed (color coded). The tracker is very important, especially when there are multiple companies being researched. Keeping the comments, last action and next steps fields up to date will really help in communicating to leadership and ensuring that there is a follow-through at each stage.
This tool scores and ranks potential targets to provide a quantitative perspective of which ones to focus on. This is not meant to be an absolute determination of the best companies to pursue but is a quantitative view of how the prospective targets rank against each other, based on the criteria you set. The criteria and scoring should be customized from your business and its corporate strategy and vision.
M&A Opportunity Funnel
This is an acquisition playbook template to use for periodic Executive Updates. It allows you to show each target and its stage in the process, give a one-page summary of those targets and detailed company summary slides. The last slide in the appendix gives a detailed description of what is involved at each of the 5 stages.
Discover tips and best practices to keep in mind when creating your M&A opportunity funnel
M&A Workstream Charter
This is an integrations template for developing workstream charters. A charter should be written by each workstream team during or shortly after the integration planning kick-off orientation. More information about this is in the M&A Integration Methodology portion.
This is integration workplans for the core functions. This is meant to serve as a starting point and is not an exhaustive list. It should be thoroughly reviewed with each of the other core function leaders and customized to use as an integration playbook for all deals for your company. The pertinent items will be used on the functional integration workplans and detailed out, as necessary. Additional actions, specific to a target/deal, will also be added to the functional integration workplans.
This is the template that each workstream will use to develop their integration action plans. The first tab should be used for Phase 1/Day 1 items. Some workstreams will not have any actions to execute on Day 1, but many will. The second tab should be used for all other actions. The phases can be tracked by Start Date. The level of detail under each major action is up to the workstream leaders.
This log should be used by each workstream to track and resolve all cross-functional (cross-workstream) dependencies during integration planning and execution.
This log should be used by each workstream to track and mitigate/resolve all risks and issues.
This template should be used by each workstream for regular status reports to the Integration Leader. Reports are submitted weekly.
This is a high-level process map that shows responsibilities of various functions at each stage in the M&A management process. It is always a good idea to establish a process and tollgates for your company, and to get agreement from leadership on the process. This helps to ensure clear definition of roles and responsibilities, and also supports communication throughout the process. A more detailed level will also need to be defined and agreed upon for each step. (Click image to enlarge)
Describes the goals and process of Desktop Due Diligence. It is a general guideline that should be customized for your business and the specific target you are reviewing.
Preliminary or “Desktop Due Diligence” is the initial review of a company through evaluation of data and documents to determine whether or not a company is a good match financially, culturally and strategically, before committing to a costly full due diligence effort.
Since at this stage, there may be other prospective buyers, you will not be allowed to contact customers, suppliers or partners. You will also only be able to speak with very few leaders of the company and no other employees, since it will still be in confidential status. So, most of your information will come from the site visit(s), interviews with the appointed leaders and your own research of the industry and company.
Keep in mind that the point of Desktop Diligence is to get crucial information to decide as to whether or not to move forward with the Letter of Intent (LOI), committing to full Due Diligence, which is costly. Desktop Diligence should be the right balance of gathering enough information, but not going deeper than needed at this stage, and therefore costing the company more than necessary.
While this list is by no means comprehensive, some of the documents that you will most likely want to request are below. The seller may not be willing to share all that you request, but you should develop your list based on what you absolutely need to know in order to make a go / no-go decision for a LOI.
You will probably want to submit a list of questions to the seller, as well. Some examples are below, but the questions need to be tailored, depending on the type of business, acquisition strategy, etc.
Due Diligence is arguably the most important step when it comes to a merger. Planning which specific documents and data to request from the target company can save a lot of time and money, ensuring that you gather all critical information to make an educated decision on whether or not to acquire the business.
Ensure that both parties understand each other well enough to make decisions based on facts
Retaining important employees is a crucial step in making a merger or acquisition successful. By creating and plan of who to retain and how to do so in the initial stages of this process, will help ensure a successful lasting merger.
The leadership team should be proactive and build the retention plan very soon after the Letter of Intent (LOI) is signed. The execution of the plan should begin immediately after the announcement of the deal. The matrix on the next page should be used to outline the key employees that you want to retain. Below are field descriptions for the planning matrix.
Summarizes a refined integration approach, based on leading practices within several different industries, as well as, a wide range of deal sizes. It outlines, in detail, how to implement this framework and methodology step-by-step. While the methodology is very disciplined and structured, it is also flexible enough to easily customize and scale for each specific deal.
Learn how to implement this M&A integration framework and methodology step-by-step
It guides you through what you need to consider, how to keep messaging consistent and what bases need to be covered, minimally.
Consists of an 83 page PDF eBook along with all the associated checklists and templates. Submit your information below to receive an email with a download link.
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