Due Diligence. April 2014 Edited by Charles Wallace

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1 Due Diligence April 2014 Edited by Charles Wallace

2 As the M&A market continues to heat up, sellers are gaining a clear advantage. With larger pools of buyers now frequently vying for the same attractive acquisition, sellers are often reluctant to grant exclusivity to one buyer until the very last moment, making due diligence a much more challenging process to complete. Milton Marcotte, a Chicago-based partner at consulting firm McGladrey LLP, said the shortening of the exclusivity time means acquiring firms have to achieve much more of their due diligence in the early phases of the deal. We ve got clients who have engaged us and other service providers to look at companies when they have not reached exclusivity, and they re spending money doing due diligence and two other parties are doing the same thing, Marcotte said in an interview. Marcotte also said that his firm normally does due diligence in two phases, once before being granted exclusivity and a more thorough look at the books after exclusivity is granted. Now they re blending Phase 1 and Phase 2 into one phase, and I think it puts a strain on the sellers, Marcotte said. Marcotte said he advises clients to ask sellers to put financial documents in the virtual data room as soon as possible in the process. The data rooms allow a much more efficient process than we used to have, he noted, referring to physical data rooms of yore where mountains of boxes awaited teams of accountants. He cautioned that, as a deal progresses, information in the data rooms could quickly become out of date. You have to get updated data, financial information, accounting reports, subledgers, profitability and customers revenues all of the things you are trying to get your hands on, he said. Among Marcotte s cardinal rules for success in the due diligence process: Complete as much due diligence as early as possible in the deal process. Review audit work papers, which are frequently not in the data room, before exclusivity is granted. Request access to underlying financial reports, including monthly and annual financials, trial balances, aging reports and vendor or subcontractor details. Require access to management. Lastly, focus on the critical areas that pose the most risk to the transaction. This will establish 2

3 INTRALINKS DEALSPACE FAST More than $23.5 trillion in strategic transactions TM M&A Lifecycle Collaboration Platform EFFICIENT Organized to accelerate marketing, due diligence and negotiation SECURE Backed by SOC 2 and ISO compliant how significant deal terms will be handled in the purchase agreement. Marcotte also has a list of warnings to buyers to look out for: messy financials, a lack of audited statements by a reputable firm, a lack of information from the seller especially about large additional payments due to management, lack of availability of management to be interviewed and significant changes in financial results without supporting details. Tony Hill, director at Intralinks DealNexus TM, says another way to achieve more streamlined due diligence processes is to streamline one s deal sourcing process altogether. For example, by employing a leading online deal sourcing platform like Intralinks DealNexus TM, which has 5,300 member firms on its platform, equally divided between the buy side and the sell side. Often called the Match.com for the M&A industry, Intralinks DealNexus TM proprietary deal matching algorithm intelligently and discretely helps buyers, sellers, and advisors find one another efficiently online. Intralinks DealNexus TM is all about smart match-making, connecting the right deals with the right buyers, and vice versa. I would submit that, by exponentially increasing the precision of a firm s deal sourcing efforts by employing smart technologies like Intralinks DealNexus TM firms will inherently see productivity gains in the pre-diligence phase. In 3

4 I would submit that, by exponentially increasing the precision of a firm s deal sourcing efforts by employing smart technologies like Intralinks DealNexus TM firms will inherently see productivity gains in the pre-diligence phase. other words, by finding the right deals more quickly, the likelihood of abandoning the deal down the road decreases at least slightly. Over time, these time savings can add up. But at the end of the day, a vast amount of information needs to be shared with potential buyers to allow them to become comfortable enough to make a final bid and take the transaction to closing. As Marcotte noted, in the past this was accomplished with a data room, where a buyer and his team of lawyers, bankers and accountants would come in to examine hundreds of boxes of documents under the gaze of an armed guard. Then the process would be repeated with another buyer and his teams of experts. Usually time is not the friend of a deal, said Matthew Porzio, vice president of strategy and product marketing at Intralinks. A lot of different things could happen. Another deal could come to market that s more interesting to bidders, the market environment could shift, or company performance can slip. The longer a deal takes, the more the value or ability to close may suffer. This has been confirmed in statistical research, which found a negative relationship between due diligence length and takeover premium, suggesting that protracted diligence gives the buyside ammunition to drive down price. Tony Hill, Director, Intralinks DealNexus TM With Dealspace TM, Intralinks secure virtual data rooms, multiple buyers can examine documents at the same time, Porzio added. The seller can even designate which documents each buyer has access to read. Intralinks Dealspace TM works with sellers months before the data room opens to create a Deal Team Exchange to prepare the documentation. Once you have organized data for internal due diligence or for marketing materials, you can easily prepare that data and move it into a virtual data room, Porzio said. He said this stage is particularly useful for bankers who might not be fully familiar with the details of their clients business. Clients then can employ Dealspace TM Designer, a desktop tool that allows sellers to take any content that resides on their computer network either folder structures or entire drives and drag and drop them easily into the Intralinks Dealspace TM data room. Porzio cautioned that it is often not enough simply to dump a huge amount of data into the data room. That s why Intralinks Dealspace TM offers a unique function called the Intralinks Q&A Module. In the past, Porzio noted, buyers would compile a spreadsheet of detailed questions and 4

5 Four ways to speed due diligence send it to the sellers, who soon became overwhelmed answering each buyer s questions. The process went through and phone calls and left little record. 1 Bulk upload users and due diligence documents to a secure environment With the Q&A Module, Porzio said, the buy side can collaborate on draft questions, and a coordinator on the buyer team can push the questions through Intralinks Dealspace TM, relating the questions to the specific documents under review. For example, if a buyer wondered why capital expenditures are so high, he can right-click on the cash flow statement and submit the question in real time. The question goes to the sell-side coordinator, who can route it to the appropriate person. 2 Empower buyers to quickly and easily verify deal value in a robust data room 3 Engage potential buyers with alerts when new information is posted 4 Respond quickly and route questions to the subject Source: Intralinks matter DealNexus experts TM One beauty of the Q&A Module is that the seller has a complete, searchable record of what has been asked. When the next buyer asks a similar question about capital expenditures, the seller can create a list of frequently asked questions from the information in the database. There s a huge frustration of people not using the Q&A Module and still doing it the old way with , phone calls and spread sheets, said Porzio. Q&A eliminates the duplication of effort and increases the speed at which you can respond to a buyer, maintaining the momentum in the deal process. Another advantage of Intralinks Dealspace TM data rooms is that they allow the seller to compare the amount of diligence being conducted by different buyers. This can provide a key insight into which buyers have really done their diligence, who has become comfortable with the deal and how legitimate their bid is. In some cases, armed with this information, a higher bid from a buyer who did not delve into the diligence material may seem less preferable than a lower bid from a buyer with a thorough knowledge of the target company. Porzio emphasized that while sellers may have the upper hand, buyers have a heavier burden than they did in the past to make sure they have done everything possible to ensure a deal is successful. The fiduciary responsibility and the scrutiny of shareholders and boards has never been greater, Porzio said. There s a lot more work that needs to be done, but it s more collaborative than ever. For more information about Intralinks DealNexus TM, visit dealnexus.intralinks.com 5

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