Due diligence should produce an integration thesis, not just a risk list

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    Ross Van Allen
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    Hi team,
    I just finished up the course ‘Essentials of Mergers & Acquisitions’ and one topic kept appearing through all the course modules that did not seem to have a common census across our various instructors. We can all agree that integration begins during due diligence but find that diligence is often run as a confirmatory exercise when it should also produce a point of view on integration. Meaning, DD shouldn’t just open a risk log and cost to mediate that informs SPA discussions and helps drive corp dev to close the deal at an acceptable value, but it should also provide a point of view on integration, including things like: what should change vs what must not change, and what the Day 1 / Day 30 / Day 100 priorities should be. Even our instructors seemed to have different viewpoints on the topic, though they maybe didn’t realize they did or voice their opinion if they had one. They all appear to agree that ‘integration is integration’ and it’s one of the biggest areas where value can be gained, maintained, or lost. But they don’t seem to have a consensus on the true role of DD within the integration.
    PMI teams should be open to the concept of “there’s more than one way to skin a cat”. In order to deliver on deal success, they may often execute against a standard playbook for their target institutional needs and the basis of the deal at hand. However, that playbook should service more as a guide rather than an unwavering and steadfast step-by-step process. Some items may take longer to work through than others, and have dependent actions based on their results (or further findings). Some items may appear far different during DD than initially assumed prior to LOI execution. Successful integration should, therefore, be open to addressing sequence of events and target considerations by workstream as a result of the DD exercise in order to ensure the overall integration timelines are not negatively affected by any one aspect of the deal. This integration thesis is different from, but related to, the deal thesis, and should be focused on ways to achieve target deal value and success metrics by specifically calling out the necessary focus areas throughout the integration timeline.
    I’m interested to know: what is one diligence output you wish was standard, but rarely is?

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