Q1 2019 Transaction Highlight
Q1-2019's highlighted transaction is a US Private Equity Firm's acquisition of a software company specializing in the development of solutions for motor vehicles, providing software to clients throughout North America. Due to the vendor's preference for an expedited transaction, BDO was brought in mid process to prepare a Quality of Earnings (QoE) report and Working Capital (WC) analysis and to provide vendor assistance throughout the diligence phase. The BDO-prepared QoE was distributed to a limited number of parties prior to their LOI submission. This resulted in a standardized set of facts amongst all parties and all but eliminated the potential buyers' ability to re-trade subsequent to the letter of intent ("LOI") submissions. With the QoE and WC prepared for the purchasers, the time required for financial diligence was significantly reduced with the transaction being closed in under 60 days from LOI acceptance to signing. The purchaser hired their own diligence firm to review the QoE and WC analysis, but this review was significantly more condensed and targeted than a full scope review.
This deal highlights the role of diligence in modern transactions as companies are not comfortable relying on audited financial statements, but are looking for additional operational and financial diligence as systemic risk increases. A report by Merrilcorp on the future of due diligence ranks continued preparedness as the #2 factor affecting the future of M&A markets, with 25% of North American deal makers ranking this as their most important factor. We expect this trend will continue and grow in 2019 and beyond.
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