Due Diligence survival guide (2011)(jacquesmattheij.com)
jacquesmattheij.com
Due Diligence survival guide (2011)
https://jacquesmattheij.com/due-diligence-survival-guide/
8 comments
I'm curious about how often a term sheet is renegotiated after due diligence, for say, a Y Combinator startup, or a tech startup in general. Is it kind of rare? Almost expected?
Funny to see this here, and nice to see it mostly stood the test of time, a decade is a long time in a market like this one.
As for how often terms are renegotiated after dd has started: not all that often. The only times I see this happen is if a company has either intentionally or accidentally made pre-dd statements that did not match reality, or if something material has been withheld. But more likely that if such 'surprises' pop up that the deal will be off, it breaks trust in a pretty bad way in terms of voluntary disclosure, and that always sets the stage for everybody to wonder what else hasn't been communicated.
I should review the article and update it. One of these days...
As for how often terms are renegotiated after dd has started: not all that often. The only times I see this happen is if a company has either intentionally or accidentally made pre-dd statements that did not match reality, or if something material has been withheld. But more likely that if such 'surprises' pop up that the deal will be off, it breaks trust in a pretty bad way in terms of voluntary disclosure, and that always sets the stage for everybody to wonder what else hasn't been communicated.
I should review the article and update it. One of these days...
Hello OP!
What is your opinion on how to do DD on the buyer ?
In particular to address the question on whether buyer is fishing for insider knowledge, and not serious on their interest.
The article had 1 sentence on the subject, but didnt go into any details.
From experience, this is a critical point, possibly the most important point to establish pre DD.
What is your opinion on how to do DD on the buyer ?
In particular to address the question on whether buyer is fishing for insider knowledge, and not serious on their interest.
The article had 1 sentence on the subject, but didnt go into any details.
From experience, this is a critical point, possibly the most important point to establish pre DD.
Yes, this is important. It depends on whether your buyer is a strategic acquirer, a private equity fund or simply some party that wants to run the business 'as is' because they want a new challenge.
I'm going to hazard a guess that the party you have in mind is in the first category.
To be blunt: I don't think it is possible to draw a line between 'acquirer is acting in good faith' and 'acquirer is trying to get critical information'. Unless you feel that you are well protected, that your business is hard to duplicate and that you have no secrets that you do not want them to learn you will be taking risk, sometimes a lot of risk.
The best way to mitigate that risk is to ensure that only independents have access to your internal data prior to the deal and that those independents are beholden to you and to you alone. This may cause the deal to break off, but that too is a risk that you may have to take.
Ultimately, the question is one of trust, and the thing you have to ask yourself going in with the items that you are going to disclose 'am I going to regret doing this if the deal does not go through'. One way to get more comfort is to negotiate a break-off fee that gets parked in escrow conditional to the acquiring party backing out of the deal. That amount should be carefully calibrated to allow the other party to back out with some grace and for you to have sufficient compensation for anything that they might have learned that they can use to their advantage (even if indirectly).
Get yourself a good corporate finance advisor for strategic acquisitions, set up a carefully audited dataroom and just as much as you should look at the acquirer you should also look at the parties doing the DD (especially since you won't be paying them). If things are not to be disclosed to the acquiring party make sure your deal team knows exactly what these items are so nobody goofs and accidentally hands over the crown jewels, keep in mind that this is all 'upside' to the acquirer so nobody will get mad with you for keeping that to yourself. If you have trade secrets do not allow these to be handed over during DD, only post acquisition.
I'm going to hazard a guess that the party you have in mind is in the first category.
To be blunt: I don't think it is possible to draw a line between 'acquirer is acting in good faith' and 'acquirer is trying to get critical information'. Unless you feel that you are well protected, that your business is hard to duplicate and that you have no secrets that you do not want them to learn you will be taking risk, sometimes a lot of risk.
The best way to mitigate that risk is to ensure that only independents have access to your internal data prior to the deal and that those independents are beholden to you and to you alone. This may cause the deal to break off, but that too is a risk that you may have to take.
Ultimately, the question is one of trust, and the thing you have to ask yourself going in with the items that you are going to disclose 'am I going to regret doing this if the deal does not go through'. One way to get more comfort is to negotiate a break-off fee that gets parked in escrow conditional to the acquiring party backing out of the deal. That amount should be carefully calibrated to allow the other party to back out with some grace and for you to have sufficient compensation for anything that they might have learned that they can use to their advantage (even if indirectly).
Get yourself a good corporate finance advisor for strategic acquisitions, set up a carefully audited dataroom and just as much as you should look at the acquirer you should also look at the parties doing the DD (especially since you won't be paying them). If things are not to be disclosed to the acquiring party make sure your deal team knows exactly what these items are so nobody goofs and accidentally hands over the crown jewels, keep in mind that this is all 'upside' to the acquirer so nobody will get mad with you for keeping that to yourself. If you have trade secrets do not allow these to be handed over during DD, only post acquisition.
This is useful.
Thank you.
From a buyer perspective, my experience is that it is expected if not required. Due Dills are a great opportunity for the buying CFO to surface some weaknesses in the target company plan and numbers and to pull some financial levers to decrease the price of the original term sheet.
Went through two weeks of DD during my last acquisition, technical documentation is absolutely key now.
They went deep down into vulnerability management, what types of password hashing we were using, SIEM, etc...
Definitely document your SecOps organization as much as possible and your SDLC. The earlier you can start documenting, the better you will look in DD.
They went deep down into vulnerability management, what types of password hashing we were using, SIEM, etc...
Definitely document your SecOps organization as much as possible and your SDLC. The earlier you can start documenting, the better you will look in DD.
[1] broken: http://jacquesmattheij.com/Due+Diligence+survival+guide-part...