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Working together with Rajesh Sennik, who has
been leading our private equity initiative in Europe, we
have identified five criteria that define high quality due
diligence, based on Accenture's experience in more than 100
transactions globally over the past five years:
- Look forward, not backward
At today's premium valuations, the majority of value in
any asset lies in future cash flows. Our experience
shows, however, that traditional due diligence is
overwhelmingly backward-looking, focused instead on
validating the information underpinning existing cash
flows. While understanding the drivers of past
performance and potential liabilities is important,
testing the assumptions that underlie management
forecasts for the future is the best way to get at the
kind of intelligence that is really required for a
successful deal.
- Focus relentlessly on key value levers
The ability to deliver future value will typically
depend on a limited number of performance drivers.
High-quality due diligence identifies the key drivers of
competitive success up front and then tests them through
focused data gathering and analysis, such as
correlations with past performance, market insights,
known competitor actions and operational context. This
provides a rigorous reality check on management
forecasts.
- Stay scrupulously objective
In accounting for expenses, advisor fees are included in
transaction costs and treated as an expense for the
target to pay when deals are successful. When deals are
aborted, however, fees must be paid out of management
margins. As attractive as success-based fees may be to
private equity acquirers, they create an incentive to
present data in a way that makes deals look as
attractive as possible and encourage investors to bid
and win. No matter how carefully advisors try to protect
their objectivity, the very existence of success-based
fees inevitably undermines the credibility of advisor
recommendations. High-quality advice, in our view,
should be free from commercial interests.
- Insist on deep industry, technical and
operational expertise
Understanding how quickly external trends will manifest
themselves, critiquing management plans for responding,
and assessing the feasibility and timing of proposed
actions all require deep understanding of the industry
in question and significant operational experience. Our
ability to draw upon the expertise of people who have
been in the trenches—running call centers, managing
supply chains or operating businesses—helps us spot
flaws in management forecasts that others with less
experience could miss.
- Incorporate post-deal improvements
In the 80's, private equity firms generated returns
through good deal judgment (buying low and selling
high). In the 90s, financial engineering combined with
powerful incentives to management was the dominant
strategy. However with the proliferation of funds and
increased competition for assets, these traditional
sources of value can be easily bid away in the auction
process. In the future, the most successful private
equity firms will bring experience in making more
fundamental operational improvements in their portfolio
companies. This adds to the complexity of the due
diligence process, as it requires the ability to quickly
identify and estimate the value of such improvements.
However we firmly believe that the ability to visualize
and capture this value will determine the future winners
in the private equity market.
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