Due
diligence is spiralling in complexity and corporate
deals take longer to complete, but new research has
found that management teams see little value in it.
A report by Directorbank has revealed that just 20
per cent of senior members of management buyout and
buy-in teams believed they received any useful
insights, despite the increasing complexity of the
process.
Catherine
Houghton, a director at Bank of Scotland's
Integrated Finance Manchester-based team, admitted
that the due diligence process has become “a beast.
Any deal these days seems to consist of operational,
financial, legal, commercial, insurance,
environmental...”
Her firm
recently took the somewhat unusual step of
appointing an operational due diligence expert while
funding the £50m secondary buyout of Bolton-based
health care products group Verna. When the auction
process began back in September, the business was
bringing in an automated system to check for quality
control on its main product, disposable bedpans.
The vendor,
Legal & General Ventures, had invited bids on the
basis of financials which included substantial
savings from the new system, as it would enable the
company to dramatically reduce headcount. Houghton
said: “I'd never really used operational due
diligence on any of my previous deals because it
hadn't been needed, but this was a key risk and it
needed to work.”
Corporate financier James Dow
introduced ex-Kelloggs European operations manager
Adam Howarth, who carried out what Houghton said was
a “very focused” analysis of the new system. Howarth
concluded that it would do what was expected.
Paul Quinn, founder of Manchester-based management
due diligence provider Quinn Partnership, said the
number of private funders using his service had
grown significantly in recent years. He initially
faced opposition from VCs who were unwilling to
subject the management teams bringing deals to them
to too much scrutiny.
But Quinn Parternship's analysis of the suitability
of people for their roles in a business scored some
early successes — including flagging up an important
issue relating to LDC's buyout of Ethel Austin, on
which it made a handsome profit. “I remember that
ECI Ventures initially said that they never
outsourced assessment of management teams and now
we're part of their standard terms. The banks have
lagged behind the VCs in this respect, but we're
getting more work from them”.
Indeed, Quinn Partnership recently found itself
delivering its verdict on a management team to a
member of a credit committee deciding whether or not
to provide bank funding for a deal. It has also been
used by a Japanese insurance firm which assisted in
asset-based lender KBC Capital's backing of a
management buy-out team which recently acquired
Nantwich-based distribution firm Multisol for £36m.
Carl Wormald, director of LDC's Manchester office,
said that banks regularly feed into due diligence
streams and often request further information about
specific parts of the business. “DD is not an area
where banks and other funders can afford to cut
corners, especially in the current environment,” he
said.
Tony Dean, a
director of Royal Bank of Scotland's
Manchester-based corporate department, said that to
date it had only used due diligence experts on its
private equity deals. He said that he felt it would
be too tricky to ask existing customers looking to
borrow money to undergo the process.
However, Wormald said some of its management teams
had been encouraged to use the commercial due
diligence process to learn more about its own
customer base.
Mike Hicks, head of asset management at Grant
Thornton, co-sponsors of the Directorbank research,
argued more management teams should push to do the
same. “Given the time and costs involved, directors
should insist that advisors not only scrutinise the
past but generate future value for the business,” he
said.
Due diligence gets a taste of its own medicine -
Crain's Manchester Business