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What concerns do buyers have during due diligence?

Brian Mazar, MBA, CBI
Profile Picture of Brian Mazar, MBA, CBI Brian is the Managing Director/CEO of American Fortune LLC, a business sales and acquisitions advisory firm based in Louisville, Kentucky.  Brian has advised business owners in every industry on all aspects of mergers & acquisitions.    Full Bio
Q:I've been asked to put together a due diligence binder. I have never done this before, so I would like to know what concerns buyers usually have during due diligence so I know what to focus on?
A:I will assume your company is privately held, which is most usually the case in the middle market. In my experience, buyers assess the value of the business prior to issuing a letter of intent, and then may conduct due diligence to confirm their valuation assumptions or determine ways to create value post transaction. Here's some of the things that buyers usually bring up:

  • Lack of access to capital. Has the company exhausted its traditional loan options with lending institutions? Has the owner fronted their own personal funds when the businesses needed it.
  • Ownership structure and stock transfer restrictions. How many people in the organization have a piece of the ownership? How much of that ownership is silent? How difficult is it to transfer or purchase stock from owners? What are their obligations as stock holders?
  • Company's market share and market structure of the industry. Is this company a leader or respected player in the industry? How complicated is the industry?
  • Depth and breadth of management. Is the chain of command so broad or deep it could slow down progress? Is company management left to only a few individuals that call all the shots?
  • Heavy reliance on individuals especially owner(s). For each of the key company employees, ask the question: "If this person left, how would the business be affected?"
  • Marketing and advertising capacity. Is marketing and advertising effective and adequately budgeted for? If not, how can it be and at what cost?
  • Breadth of products and services. Does company success depend on one product? Are there too many products and services? How do you see the businesses advancing based on its current products and services?
  • Purchasing power and related economies of scale. Review past purchasing agreements. How much above cost is the business buying what they need?
  • Customer concentration. Is the company surviving due to a few key accounts? How easy would it be to broaden its customer base or increase sales to existing customers?
  • Depth, accuracy, and timelines of accounting information and internal control. Look beyond their financials. How well is the accounting department organized? Are roles well-defined? How thorough are this department's policies and procedures?
  • Condition of facility and upcoming capital expenditure needs. What needs updating and how soon? How much will it cost?
  • Ability to keep pace with technological changes. What has been the historical trend of the business with new technology? Early adopters or laggards?
  • Ability to protect intellectual property. Has the company filed for or does it possess patents, copyrights, trademarks, etc. to its intellectual property? If not, how difficult and expensive would it be to do so now? Is it necessary?
  • Increasing threat of foreign competition. Historically, how has the business and the industry responded to this threat? If adjustments were made, were they successful? What is the long-term outlook for this industry's trends?
  • Litigation, environmental concerns, and adverse regulatory issues. Check with legal, governmental, and regulatory bodies to see how this company is regarded and what problems it could face in the future.

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