Due Diligence report. November 2011

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1 Due Diligence report November 2011

2 Assisting through the transaction process PRE DEAL EVALUATION AND BID SERVICES VENDOR ASSISTANCE Pre deal evaluation - initial assessment without access to the relevant business Bid support on public transactions Transaction Identification Evaluation Project Execution Integration/ Separation Value Realisation Assisting with carve-outs, information memoranda, data rooms Vendor due diligence TRANSACTION EVALUATION Assessing the key issues facing the business and the drivers behind maintainable profits and cash flows by: commercial analysis of relationships and operations market studies An investigative analysis of a business, typically including: balance sheet, results, projections tax cash flows commercial issues management information systems and controls pensions, compensation, benefits legal issues environmental matters Pre deal evaluation and bid services Transaction evaluation Vendor assistance Transaction structuring Contract assistance Integration/Separation STRUCTURING ADVICE Assisting with the creation of efficient deal structures and optimising the tax, accounting, commercial and legal position INTEGRATION/SEPARATION Identifying and assessing synergies and separation issues CONTRACT ASSISTANCE Supporting the negotiation and completion phases of the deal, advising on: scope of warranties and indemnities price adjustment mechanisms contract drafting 1

3 In assessing existing value it is advisable to be able to assess Business Issues BUSINESS / TRANSACTION ISSUE COMMENTS ON BUSINESS / TRANSACTION ISSUE APPROACH Revenues, billing rates and margins There could be pressure on the billing rates either due to competition or specific domain characteristic and these rates could be on a declining trend. Accordingly, future margins could be under pressure due to declining billing rates. Complex customer contracts with onerous clauses may have an impact on revenue recognition and future obligations of the Target. Employee costs could be rising which would reduce future margins. Also, inefficient use of leased line connectivity and bandwidth would increase communication costs and would reduce margins. Analyze the quality of earnings of the Target and highlight and comment on key underlying historical trends in primary drivers such as billings rates, utilization levels, mar\gins. Read significant onerous clauses in customer contracts and analyze revenue recognition. Analyze trends in employee costs and telecommunication costs and assess future implications. Quality of customers What is the customer profile are there any indirect customers. What is the % of indirect business revenues as % of total revenues. There could be risk of customer concentration with a significant revenues being derived from a small customer base. Hence, loss of key customers can adversely impact revenues and profitability of the Target. Which employees manage the key customer relationships and how is the quality of the customer relationships? Are there any customer litigations, outstanding disputes and complaints? \Who are the value deflators ie customers with low margins? Analyze historical trends of revenues by the key customers, with focus on repeat business from customers, trends in billing rates, significant accounts won and lost in the past. Obtain sales pipeline and evaluate committed revenues. Analyze % of indirect customer revenues as % to total revenues. Meet with key customers and understand the quality of relationships, future revenue potential and any concerns on target s service delivery model. Identify the key employees and senior management who manage the key customer relationships and design and implement compensation packages that will retain these employees. Execute non compete agreements with employees not retained post acquisition. 2

4 The approach to assessing value Identification understanding the transaction In assessing value we compare the total cost of your investment with potential value creation opportunities Does the value support the price? Can value be conserved or created? What are the risks? CONSIDERATION versus VALUE CREATION New strategies Create shareholder value Value $m Synergies Target risk Destroy shareholder value Integration risk Stand-alone alone value Deal costs Total cost of transaction Stand-alone alone value 3

5 Reporting to reflect overall approach Overview a typical acquisition 1. IDENTIFICATION Understand transaction rationale and critical success factors Understand the target business identify key value drivers Quantify the key value drivers and risks Scope the assignment (with you) 2. EVALUATION Refine our understanding of key risks and opportunities Challenge the target s assumptions Challenge and test our client s overlays (eg. synergies) Consider implementation risk Start to identify key sensitivities 3. INTERPRETATION Quantify impact of issues in isolation and in combination Establish whether base case is pessimistic, realistic or optimistic Prioritise issues in terms of impact on value 4. REPORTING Note: the above assumes an acquisition 4

6 Timing of Conclusions Our fieldwork conclusions are drawn together by focusing on the issues critical : deal breakers, valuation issues, contract issu i ssues and integration issues Our transaction approach - focusing on the issues critical Phase Issue identification, for example: Evaluation Breadth of Environmental and Cost base and Market size and KEY FINDINGS AND ADVICE: Deal structuring Staffing levels Brand perception offering regulatory margins geography INITIAL VALUE ASSESSMENT Deal breakers PRELIMINARY INVESTIGATION Valuation issues DETAILED INVESTIGATION Contract terms Successful transaction Integration issues 5

7 Oral reporting A written report is not the only report Pre-deal evaluation Strategy Client s key questions (Specific & Generic) Issues Concerns/ Risks Focus on what s important KPMG Scope Info request Databooks (Grill the numbers/ working papers) Key assumptions Key value drivers OUTPUTS Business advice & Oral reporting Written reports Databooks Negotiation Assistance/ SPA Trusted Adviser behaviour Post Deal Support Completion accounts 6

8 Vital elements in a report DUE DILIGENCE REPORT VALUE DRIVER ANALYSIS BUSINESS ISSUES FRAMEWORK HYPOTHESIS TESTING STORY BOARDING 7

9 Oral reporting Oral Reporting use the continuous reporting approach Issues Board Risk barometer H Issue Impact of economic downturn Industry outlook shows deteriorating volumes over medium term Implication Margin Erosion, Lower Volumes will negatively impact target s overall profitability Response Margin and volume analysis to be undertaken Action Commercial Due Diligence (CDD) Team, Client s Valuation Team H Defined benefit pension How do we assign Perform Pension Due Pension Team scheme, liabilities doubled valuation to this liability? Diligence in last year due to deterioration of financial markets. H Foreign currency risks due to high fluctuations in strength of sterling (exposure resulting from foreign sales) The forecast results will be impacted by recent foreign exchange movement Consider impact on the model CDD Team, Client s Valuation Team Status 8

10 Oral reporting Who gives oral advice? Who gives the advice? Proportional to complexity and risk Partner Associate Director Reporting facts Manager and Assistant Manager Subject to approval from team leader What can we say? Same as report Must be supported with databook/working papers Records must be kept of key oral meetings Risk management Same evidence required as report Don t go beyond scope of our report/engagement letter Keep copy of presentation and minutes Caveats at front of presentation and in handouts Clearly source all information 9

11 Report planning Know your reader Different readers of a report have different requirements: Acquisition due diligence May be possible to produce a shorter report focussing on key hypothesis rather than a detailed report More likely to be asked to report on specific areas e.g. value creation Vendor due diligence May not know the type of buyer and therefore needs to appeal to all May generally be more detailed covering all aspects of the business Need to show more detailed financial data: tables more effective than charts Corporate client Already has a good understanding and hence more issues-focussed Will often require information on integration, synergy issues Will often be interested in internal control procedures Private equity client Emphasis on monthly cash flows, sustainable EBITDA, capex requirements and net debt Reports are required for bank lending approval Scope of report must focus on assumptions underlying the indicative offer letter Requirement to consider base case and upside planning scenarios 10

12 Report planning A written report is not our only deliverable Pre-deal evaluation Strategy Client s key questions (Specific & Generic) Issues Concerns/ Risks Focus on what s important Scope Info request Databooks (Grill the numbers/ working papers) Key assumptions Key value drivers OUTPUTS Business advice & Oral reporting Written reports Databooks Negotiation Assistance/ SPA Trusted Adviser behaviour Post Deal Support Completion accounts 11

13 Reporting risk management Risk management - What one can and cannot say? No definitive list exists of good or bad exists Key areas of risk Business advice Underlying performance Projections Commentary on accounting estimates Risk framework and principles apply Avoid assurance type opinions Give clients options, don t provide instructions Explain basis of conclusions and provide supporting evidence Everything we do! Recognise the risk and manage it 12

14 Report planning What do clients want? Or not want? What clients want: 1. Recommendations and business advice 2. Well supported conclusions 3. Issues and findings linked to SPA and valuation 4. Balanced views: both positive and negative 5. Areas of comfort if there is something positive to say then say it! What clients don t want 1. Hanging issues no quantifications 2. More work to do 3. Surprises 4. Issues which are not issues 13

15 Thank you and questions Abizer Diwanji Partner KPMG India Private Limited, Lodha Excelus, 3rd floor, Apollo Mills Compound, N.M. Joshi Marg, Mahalakshmi, Mumbai India. Tel: (Direct) Mobile: Fax: KPMG India Private Limited, an Indian private limited company and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative ("KPMG International"), a Swiss entity. The KPMG name, logo and "cutting through complexity" are registered trademarks or trademarks of KPMG International Cooperative e ("KPMG ( International"). 14

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