In the dynamic landscape of finance, transactions serve as the heartbeat of business operations. Transaction is when an organisation buys, sells or combines a business and/or assets. Other transactions can include:

• Raising capital (funds) on a stock exchange by way of Listing
• Recapilitisation i.e. refinancing/restructuring debt-to-equity ratio.

Every transaction traverse through a distinct lifecycle, paving the way for growth, innovation, and strategic expansion. However, within this intricate web of deals lies a critical component that often decides the fate of success or failure – Transaction Due Diligence.

What is the lifecycle of a Transaction?

The transaction lifecycle encapsulates the journey from inception to closure. It encompasses various steps:

1. Strategic Analysis by identifying key objectives & evaluation of various options.
2. Opportunity Analysis by evaluating target companies or potential partners based on market data & then using this analysis to shortlist targets & taking informed decision for ramp up strategy.
3. Transaction Development by contacting shortlisted targets or partners, see the interest shown & filter them further then sign MOUs with potential targets or partners.
4. Supporting client during Negotiations & Execution of the transaction with identified parties. Negotiation should be on fair valuation & consideration paid in case of acquisition.
5. Transaction Effectiveness & Closure by implementing process & documentation followed by finalisation & signing of agreed terms.

Each phase demands strategic foresight, proactive risk management, and seamless collaboration. That’s where a transaction professional who is expert in due diligence comes into picture.

What should we know to guide the Buyer better?

Yes, we should know the:

1. ‘Nature of the buyer’ i.e. whether the buyer is a financial buyer or a strategic buyer. Financial buyers include Private Equity Funds/House & commercial banks, they focus on maximizing short term IRR. Whereas strategic buyers include corporations of all sizes & they focus on maximizing shareholder value & long term IRR of the company by improving the company’s growth profile.
2. ‘Motive of the buyer’ being maximizing cash flows or operational economies or additional market share or what?
3. ‘Buyer’s Valuation Method’ being sales, EBITDA, EBIT, Net Assets, Revenues or what?
4. What are the value drivers for the buyer?

And many other factors need consideration before undertaking transaction due diligence on a case-to-case basis.

What is Due Diligence when buying a company?

• Identifying deal breakers early minimises third party & internal opportunity costs.
• Assessing a sustainable level of earnings and capital requirements reduces the risk of overpayment.
• Analysing the quality of a target’s assets and liabilities helps understand free cash flows.
• Understanding the Target’s tax position protects against unexpected liabilities and promotes efficiency for all stakeholders and helps to understand cash taxes.

What is Due Diligence when selling a company?

• Raises issues early while there is time to address
• Protects the integrity of the sale process
• Critical to making judgements on valuation
• Supporting the business thesis

Is Due Diligence Audit?

No, it’s not an audit. At its core, due diligence refers to the comprehensive examination and assessment of a target company or asset. It delves deep into financial, legal, operational, and strategic aspects, unraveling critical insights to mitigate risks & identify opportunities. It serves as a cornerstone for informed decision-making, guiding investors, acquirers, and stakeholders through uncertainty.

Due diligence is needed for transaction support and is undertaken before the transaction takes place. The process of transaction due diligence involves research, investigation & analysis. There are no statutory guidelines, it is only governed by professional guidelines & the materiality varies case to case.

Why do we need Due Diligence?

Beyond the surface-level analysis lies the true essence – the ability to look beyond the obvious. It empowers stakeholders to uncover hidden risks, untapped opportunities, and potential synergies that shape the trajectory of transactions. By peering beneath the surface, due diligence enables stakeholders to make strategic decisions rooted in foresight and prudence, safeguarding against unforeseen pitfalls, and maximizing value creation.

It guides stakeholders in:

• Strategic decision making
• Negotiations & price fixation
• Transaction structuring & financing
• Sale & Purchase Agreements; and much more.

What is a Due Diligence Report?

The Due Diligence Report is not just about analysing the deal & telling the client if they should take it or not. The report should answer various questions which the client faces during the lifecycle of a transaction:

1. Due diligence’s main objective is to identify the prudence behind the deal. A transaction professional shall always challenge or confirm the client’s rationale for the deal.
2. Of course, our role is to get the price for the deal to the client.
3. The key risk areas that we identify for the client is with the goal of identifying warranties & indemnities that are required to mitigate the identified risks.
4. What’s next is a persistent question of clients. Due diligence professionals should also map the future course of action for the client to make execution of the deal a success.

Conclusion:

In essence, transaction due diligence transcends conventional scrutiny one can say it is like a panorama of opportunities and risks. Its essence is giving clarity through various complexities of the transaction & financial aspects so that stakeholders can make informed decisions. As the complexities of transactions are increasing everyday embracing due diligence is not just a choice but a necessity for sustainable growth and success.

If you think that you also require due diligence before you invest into someone or you are also undertaking a transaction that needs a professional’s keen eye, then all you have to do is ping Master Brains Experts at +91-8595867402 or email us at masterbrains.office@gmail.com and our team will take it forward from there.