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Due Diligence in Mergers and Acquisitions

2 Part Course  |  Making Due Diligence relevant to Corporate Finance Transactions

Due Diligence in Mergers and Acquisitions Training Course

A one-day course presented in two half-day live webinars

This course is a ‘must know’ for;
  • M&A professionals at all levels, but especially those running transactions day-to-day;
  • Business owners considering a sale;
  • Corporate, in-house M&A team members;
  • Private equity professionals managing or overseeing the execution of their firm’s deals; and
  • Diligence providers, wanting a closer understanding of the M&A process, and how their reports are likely to be used.
And a ‘nice to know’ for;
  • Legal and other advisers involved in the M&A process, seeking a better understanding of the different ways due diligence fits into an M&A process – and how the findings may affect a transaction – in particular, but not only, in financial terms.

  • A course for deal-doers: the trainer is an experienced M&A adviser
  • Not ‘only’ about due diligence – places it firmly in the transaction context
  • Focus on how best to make use of due diligence and apply the findings
  • Illustrated throughout with recent, real-world examples
  • Offers lessons which will go straight to value
  • Links diligence investigation and findings directly to the terms of the deal
  • Tradecraft lessons which will be valuable to all practitioners

This is a course for people who use due diligence, and for diligence providers who want to understand how their reports feed into the deal. Participants will:
  • Gain an introduction to the concept of due diligence
  • Understand its significance and its place in the M&A process
  • Consider the pros and cons of alternative methods of service delivery, such as vendor assist and vendor due diligence
  • Develop an appreciation of how due diligence can support and challenge transaction pricing
  • Study how due diligence findings interact with key legal terms - the SPA, disclosure, warranties and indemnities
  • Explore the full range of due diligence areas, going beyond the standard financial/ tax remit and into commercial, strategic and other specialist service areas
  • Focus on outcomes, case studies and specific learning experiences aimed at showing where diligence was at fault – and what other factors can cause deals to fail

Part One

Introduction

  • How due diligence fits into an M&A deal
  • What we mean by due diligence
  • What do due diligence practitioners do?
  • How due diligence should inform a deal
  • When deals go wrong, is it the fault of due diligence? Introducing the ‘ten bad deals’ exercise (for discussion on day 2)
  • Issues in managing diligence providers – from the adviser’s, and the target’s, viewpoint
  • Can reports contain errors, and why?

A framework for using due diligence

  • Introduction to valuation
  • How due diligence findings can go to price
    • Supporting the basis of enterprise valuation
    • Feeding into every step in the equity bridge
  • Legal framework overview
  • How due diligence findings inform the legal agreements
  • When due diligence can lead to a go/no go decision

Process: Due diligence in the M&A timetable

  • Principles of the M&A process, to give context to how diligence may fit in
    • Phasing: the rationale for how data is release
  • Interaction with other areas of information provision such as teaser, information memorandum, tours/ site visits, management presentations
  • Review three main models for the delivery of due diligence
    • The traditional process, with all buyers undertaking independent due diligence
      • Understand the potential risks of leaving diligence till late on
    • A process underpinned by vendor due diligence, prepared ahead of wider marketing
      • The pros and cons of VDD
    • Vendor assistance services
      • Support the financial team/ Financial presentation in a form suitable for a transaction
  • A word on the legal status of diligence reports
  • Understand the language used in the reports …
  • Costs and who pays

Investigation and discovery: The key areas of due diligence (runs into day two)

An overview of each area, reviewing the key areas of investigation and typical/ potential findings:
  • Four main areas, common to most transactions
    • Tax
    • Commercial
    • Legal
    • Property
  • Financial due diligence – perhaps the most important, and impactful, of all
    • Overview of FDD – what it is, and how it differs from an audit
    • Scope of work: typical areas of investigation
    • Financial analysis in the post-Covid era: how should the approach evolve?
    • Reminder of the valuation framework, and how FDD interacts with that
    • At the highest level: things that FDD should be finding
  • Case studies: things the market famously missed, or failed to appreciate

Concluding remarks on day 1: recap and overview of day 2 content

Part Two

  • Refresh/ review of day 1
  • Continuing with financial due diligence
    • How FDD supports enterprise value: multiples and EBITDA
    • Adjustment to EBITDA and the ‘true’ level of earnings
    • A word on profits and cash flow
    • How FDD informs the equity bridge: cash, debt and working capital issues (with exercises)
    • How FDD supports earn-outs and contingent consideration
  • Diligence aimed at post-deal planning
    • Operational analysis, e.g. benchmarking and scope for improvement
    • Synergies analysis, costs and benefits
    • Integration planning
  • Specialist areas of diligence, and when they may be required
    • Human resources, a sadly undervalued area
    • Information Technology – on several levels
    • Plant and equipment
    • Stock
    • Resources/ reserves
    • Patents, technology and IP
    • Contracts Environmental
    • Insurance
    • Regulatory compliance
    • Pensions
    • Brand strength
    • Customer referencing
    • Reputational enquiries
  • Discussion will include key areas of focus, examples of discoveries and potential risk areas
  • Case studies will be provided to help illustrate the issues
  • Discussion exercise: Ten bad deals – to what extent was due diligence the culprit?

Solutions: How due diligence goes to value

  • Heads of agreement as a framework for value
  • How diligence tests every element
  • The responsibility of advisers and diligence providers
  • Principles and mechanics of final pricing: Locked box or completion accounts, and - how to finalise the equity bridge
  • Potential for price chips: understanding why some discoveries may only become apparent late on

Solutions: How due diligence integrates with the definitive agreements

  • The legal framework
  • The SPA and the disclosure letter
  • Representations and warranties
  • The importance of disclosure
  • Retentions and escrows
  • Indemnities arising from diligence findings

Case studies

The course will include case studies throughout, including:

  • A classic financial due diligence package as part of a worked example of an equity bridge, from Heads of Agreement through all aspects of diligence
  • Specialist retailer - commercial due diligence
  • Airport – property dispute around remedial capital expenditure
  • IT systems assessment
  • New technology - Intellectual property and assessment of effectiveness
  • Pensions due diligence – how to deal with a defined benefit scheme in deficit
  • Fuel delivery business - environmental due diligence
  • Customer due diligence – review of responses
  • Operational improvement potential
  • Integration roadmap (framework)

Conclusion

  • The place of due diligence in your transactions
  • Trends in due diligence: making the product appropriate for 2021 … and beyond
  • Managing due diligence providers
  • Understanding the reports: What buyers and other advisers should look out for
  • Responsibility and control

The trainer has worked on corporate finance and capital markets transactions for over thirty years, holding positions on the client side as well as leading advisory teams.

At the Department of Energy, he was a civil servant involved in the privatisation of British Gas, a global IPO involving a large advisory team. He also spent two years (1990-92) in the Hungarian Government privatisation agency working with many advisory firms, as the changing political environment triggered massive ownership change. He has worked in major investment banks (Swiss Bank Corporation International – now UBS - and Lazard) and also co-founded a successful M&A advisory boutique firm. In 2021 he retired from KPMG, where he spent 13 years in the firm’s global M&A business, based in Scotland.

His experience combines a broad range of M&A and equity transactions in North and Central America, Asia Pacific, and all the major European countries, plus, most recently, in Africa. His courses draw deeply on case studies from transactions he has run, bringing practical examples to set alongside the theory.

Why do we need due diligence in M&A transactions? And how should we use it - to best effect?

Warren Buffett was famously disparaging about the need for detailed due diligence. Yet it’s a fact that many deal makers have overlooked material which, properly understood, would undoubtedly have affected their appetite for the deal - or, at least, the terms on which they choose to execute.

Academic studies suggest that over 70% of M&A deals fail in some way. Diligence, or the lack thereof, can be the culprit - but other factors are at play also.

In 2021, deal-making remains frenetic, and yet there is less certainty than ever, as businesses deal with one shock after another, and struggle to rebuild or reinvent themselves. Trading history is of limited value.

For all these reasons, we need due diligence more than ever - not more due diligence, but smarter and better diligence, with the focus completely revised to reflect the new business environment. This Redcliffe Training event brings M&A practitioners up to date with every aspect of how best to engage with due diligence: how to conduct it, where to look and what to look for, and how to incorporate the findings into our transactions. It is a vital update on making sure we make wise and proper use of due diligence - to get our deal terms right.

Due diligence is, more than ever, central to transactions. If it were ever a box-ticking exercise, it certainly is not one now. In 2021, the past history of a business, whilst interesting to understand, is no key to its future prospects.

Even on a small to medium-sized transaction (£20million or so) due diligence costs can exceed £500,000. Buyers know they need due diligence, but do they know how to get best value for it? In 2021, buyers need to think afresh about where due diligence should focus, and the scope of the diligence services they need.

The main advisers - financial and legal - on transactions have a role to play too. The importance of directing the due diligence enquiries, and correctly interpreting the findings, goes to the heart of any deal. Good advice to the client will add value and help ensure a successful outcome. Reports need to focus on what matters.

For their part, many diligence providers have a high sense of commercial awareness. They welcome the chance to discuss key findings with their clients and are consistently trying to make their reports relevant and commercially focused, feeding directly to the value of a transaction.

The course is therefore designed to help clients and their advisers to understand how to approach the due diligence aspects of a transaction. It will give attendees a better understanding of what due diligence entails, how to engage with diligence providers, and how to manage the due diligence process. Starting with an explanation of due diligence itself, the course considers how due diligence is procured, tours the growing range of areas covered by due diligence, and concludes by explaining how the due diligence findings link in to other areas of a transaction.

There will be a strong emphasis on practical, real-world issues throughout, with key messages and learning points underpinned by examples from the trainer’s extensive experience.

 

Learning objectives

The course is designed for anyone working in M&A, in particular those who may need to use due diligence in the course of their work.

We will cover:

  • The origins and purpose of due diligence
  • The ever-widening scope of diligence work
  • Providers and delivery models
  • Areas where due diligence may be called for
  • How due diligence fits into a range of transaction processes
  • The ways in which due diligence affects transaction outcomes

The intention is to develop understanding, awareness and sophistication on the part of due diligence buyers and users. For diligence providers, it will help them understand how their report fits into the overall transaction, which, for many, is a ‘black box’.

  • Great slides, examples and a very knowledgeable lecturer
  • Real-life examples and case studies used, which really brought it all to life.
  • The course covered all the relevant aspects of the subject. The instructor was exceptional and was able to explain things to my understanding.
Number of places:
Part 1
Number of places:
Part 2

£695.00

Per participant per part
Discounts available for multiple place booking find out more
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