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Due Diligence Introduction

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Paula Leikert

on 5 October 2012

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Transcript of Due Diligence Introduction

WELCOME
Everyone M&A Partners a C-Lutions Company
972-819-3800 Board of Advisors
and Professional Service Partners
WELCOME YOU The Art of M&A Due Diligence These materials are provided through the M&A Leadership Council, but remain the property of the presenters and contain confidential and proprietary information. These copyrighted materials are provided here for the benefit of the attendees and are not to be copied, reproduced, or disseminated (in whole or extracted form) to others without the prior approval of the companies.

An international group of authors, experts and professional service partners who are focused on advancing the art and science of mergers and acquisitions.

The Council is dedicated to
identifying best practices
establishing standards for training and certification
providing methods, tools and expertise to the M&A community
acquiring and sharing the best of M&A related knowledge and experience with companies and their practitioners who look to establish internal capabilities in the M&A lifecycle from strategy through integration

The Council is composed of Advisors and Partners who possess unique credentials to elevate the performance and knowledge of the M&A community across the entire M&A lifecycle Who is the M&A Leadership Council?
(o) 410-956-0594
(c) 443-254-0181
jprouty@proutymontgomery.com Managed multi-discipline consulting/client teams in charge of major business change programs for a large number of Fortune 500 companies. He is a nationally recognized expert in Mergers and Acquisitions. His point of view on business integration issues have been widely solicited and has been quoted in such magazines as Business Week, Chemical Week, CFO Magazine, Red Herring, Deal Magazine, Mergers & Acquisitions, and eCFO Magazine as well as numerous newspapers such as The Washington Post, The New York Times, The Financial Times and The Wall Street Journal. Relevant Experience
Assisted over 60 companies in various pre- and post-acquisition integration planning and implementation projects. Mr. Prouty is the managing partner of Prouty, Montgomery + Partners (PM+P) and a subject matter expert in the field of mergers and integrations. He has over thirty years of line management and consulting experience working with Fortune 1000 companies on effectively integrating acquired companies, repositioning/transforming their business for improved market success and conducting large scale change programs for bottom-line benefits. With PM+P, Mr. Prouty’s work has focused on assisting executives of major companies across the life cycle of transactions: acquisitions, mergers, consolidations, joint ventures, divestitures, and roll-ups. Mr. Prouty’s role is to manage a multi-discipline consulting team that will work in the trenches with client teams through the various stages of an integration to ensure successful planning and implementation. The emphasis is on addressing all the strategy, people, process and technology areas so during the process the value of the deal is realized. While Mr. Prouty has a depth of industry and functional knowledge and experiences, his role is to bring to clients his specialized expertise in what it takes to effectively execute a successful integration. Jack W. Prouty
President
M&A Leadership Council Doug has led many projects to solve a variety of complex and critical initiatives in over 20 years of consulting experience. These projects have primarily addressed areas such as technology and business strategy, IT and operational due diligence, merger and acquisition integration, shared service implementation, process redesign, supply chain best practices, margin analysis, compensation design, new product development, operational restructuring, supplier viability, outsourcing, ERP implementation, and developing high-impact business improvement roadmaps.

He is a frequent speaker in business forums such as with Industry Week, the Capital Roundtable Master Class series, the Association for Corporate Growth (ACG), and multiple CFO Magazine conferences.
His industry expertise is broad, covering a sectors such as manufacturing, service companies, communications, consumer products, higher education, and government.
A bachelor of science in Industrial Engineering from Purdue University, Doug is also a certified New Product Development Professional (NPDP), Project Management Professional (PMP), a Certified Information Systems Auditor (CISA), and a prior holder of APICS certifications in CPIM and CIRM.
212.572.5545
doug.schrock@crowehorwath.com Doug Schrock
Partner
Crowe Horwath LLP (o) 415-946-7456
(c) 312-576-0831
archie.leynes@crowehorwath.com   Mr. Leynes is the West Coast Leader for Crowe Horwath’s Transaction Services Group. He consults with financial and strategic buyers, lenders, and other capital provider clients on acquisition and divestiture related transactions. His services include due diligence investigations, financial projections, closing audits and working capital calculations, purchase price allocations, and deal structuring. He has provided transaction support in over 120 transactions involving businesses with sales ranging from $10 million to over $1 billion.

In his 12 years with Crowe Horwath, Mr. Leynes has worked extensively in the manufacturing, distribution, retail and restaurant, construction, transportation, technology, healthcare, and service industries. He began his Crowe Horwath career in the Chicago office, spent time at the Crowe Horwath International member firm in London, and is now permanently stationed in the Bay area. He is an instructor for various internal and external continuing education courses.
Archie M. Leynes
West Coast Transaction Services Leader
Crowe Horwath LLP Partners Board of Advisors Jim Jeffries
M&A Partners Chairman President Chief Knowledge Officer Mr. Prouty is the managing partner of Prouty, Montgomery + Partners (PM+P) and a subject matter expert in the field of mergers and integrations. He has over thirty years of line management and consulting experience working with Fortune 1000 companies on effectively integrating acquired companies, repositioning/transforming their business for improved market success and conducting large scale change programs for bottom-line benefits. With PM+P, Mr. Prouty’s work has focused on assisting executives of major companies across the life cycle of transactions: acquisitions, mergers, consolidations, joint ventures, divestitures, and roll-ups. Mr. Prouty’s role is to manage a multi-discipline consulting team that will work in the trenches with client teams through the various stages of an integration to ensure successful planning and implementation. The emphasis is on addressing all the strategy, people, process and technology areas so during the process the value of the deal is realized. While Mr. Prouty has a depth of industry and functional knowledge and experiences, his role is to bring to clients his specialized expertise in what it takes to effectively execute a successful integration. Jack W. Prouty
President
M&A Leadership Council Doug has led many projects to solve a variety of complex and critical initiatives in over 20 years of consulting experience. These projects have primarily addressed areas such as technology and business strategy, IT and operational due diligence, merger and acquisition integration, shared service implementation, process redesign, supply chain best practices, margin analysis, compensation design, new product development, operational restructuring, supplier viability, outsourcing, ERP implementation, and developing high-impact business improvement roadmaps.

He is a frequent speaker in business forums such as with Industry Week, the Capital Roundtable Master Class series, the Association for Corporate Growth (ACG), and multiple CFO Magazine conferences.
His industry expertise is broad, covering a sectors such as manufacturing, service companies, communications, consumer products, higher education, and government.
A bachelor of science in Industrial Engineering from Purdue University, Doug is also a certified New Product Development Professional (NPDP), Project Management Professional (PMP), a Certified Information Systems Auditor (CISA), and a prior holder of APICS certifications in CPIM and CIRM.
212.572.5545
doug.schrock@crowehorwath.com Doug Schrock
Partner
Crowe Horwath LLP (o) 415-946-7456
(c) 312-576-0831
archie.leynes@crowehorwath.com   The M&A Challenge
The Bad News:
We must do a better job
With Mergers and Acquisitions

The Good News:
There’s a science and art to successful
Mergers and Acquisitions
that’s effective and repeatable The Art of M&A Due Diligence
Agenda Setting the Context
Getting Behind the Numbers
Diligence Management Office (DMO)
Financial Diligence
Operational and IT Diligence
Legal Diligence: A Practical Approach
Value and Risk Assessment: The New Model
Leveraging the Virtual Data Room
Case Study
Final Thoughts Jack Prouty
PM+P Mark Herndon
M&A Partners Target
Valuation Optimization Integration Due
Diligence Deal Structure & Negotiation Target
Identification Strategic
Intent What We Offer The Art of M&A Due Diligence These materials are provided through the M&A Leadership Council, but remain the property of the presenters and contain confidential and proprietary information. These copyrighted materials are provided here for the benefit of the attendees and are not to be copied, reproduced, or disseminated (in whole or extracted form) to others without the prior approval of the companies. Training The Art of M&A Training - Public and On-site
Game Day Workshop - 1 day customized, on-site
Executive Briefings - 1/2 day customized, on-site
Numerous on-site training offerings from Strategy through Integration Webinars Advisory Services Resources Regulations
Valuation
Due Diligence
Transaction Management
Integration
Communication
Culture Operational Due Diligence
Cross-Border Transactions
Complexities of Carve-out Transactions
Integration's Missing Links
Communications
Impact of Culture


Tiffany Rose is a partner in the Palo Alto office. She serves in the Firm’s Corporate & Securities Group and is a member of the Global Mergers & Acquisitions practice group. Ms. Rose practiced in the Firm's Sydney and London offices, and is widely experienced in various areas of law ancillary to the Firm’s merger and acquisitions, international trade, and hotels, resorts and tourism practices.

Ms. Rose focuses on mergers, acquisitions, joint ventures and strategic partnerships, with an emphasis on cross-border transactions, and representation of domestic and non-U.S. companies in their activities in the U.S., Europe and the Asia Pacific region. In addition, Ms. Rose has significant experience handling multi-jurisdictional spin-offs, as well as global corporate restructurings. Ms. Rose also specializes in legal matters related to hotels, resorts and tourism — including hotel/resort acquisitions and disposals and hotel management agreements. Tiffany Rose
Partner
Baker & McKenzie LLP     Mr. Leynes is the West Coast Leader for Crowe Horwath’s Transaction Services Group. He consults with financial and strategic buyers, lenders, and other capital provider clients on acquisition and divestiture related transactions. His services include due diligence investigations, financial projections, closing audits and working capital calculations, purchase price allocations, and deal structuring. He has provided transaction support in over 120 transactions involving businesses with sales ranging from $10 million to over $1 billion.

In his 12 years with Crowe Horwath, Mr. Leynes has worked extensively in the manufacturing, distribution, retail and restaurant, construction, transportation, technology, healthcare, and service industries. He began his Crowe Horwath career in the Chicago office, spent time at the Crowe Horwath International member firm in London, and is now permanently stationed in the Bay area. He is an instructor for various internal and external continuing education courses.
Archie M. Leynes
Transaction Services Leader
Crowe Horwath LLP Doug Schrock Archie Leynes
Tiffany Rose Jack Prouty
Full transcript