Due Diligence Archives - Page 8 of 12

Challenges of Mergers and Acquisitions: Why They Fail

February 14, 2023 Kyle Johnson

The majority of mergers and acquisitions fail. But why is that?

This can happen for many reasons: disunity, lack of communication, impatience, poor due diligence.

In any case, many of these failures can be avoided, either by better planning, or by calling off the engagement when the two sides realize it’s not meant to be.

We’re going to look at some of the more common reasons mergers and acquisitions fail, along with some potential solutions.

Success/Failure Rate of Mergers and Acquisitions

Instead of asking, “What percentage of mergers and acquisitions are successful?” you may be better off asking “Why do acquisitions fail sometimes?”

That’s because between 70-90 percent of M&As don’t work out, according to Harvard Business Review.

If you’re about to execute a merger or acquisition, don’t be afraid to seek outside, experienced help.

The right resources will know where your blind spots are and how to overcome them.

Here are some of the common M&A pitfalls, and how to avoid them.

Access PE-Grade M&A Resources

Vague Goals and Timelines

The acquiring must be crystal clear about what it wants to achieve and create a detailed plan to reach those objectives.

In many cases, the acquiring company may rush into a deal, perhaps because it sees an opportunity to acquire a competitor or gain market share. A lack of strategic thinking, however, can lead to poorly executed transactions that fail to deliver expected results.

CASE STUDY: Operations Integration: Industrial Park Carveout

Companies should instead take the time to develop a clear strategy. It should not only outline the company’s goals and objectives, but also specific dates by which they want to achieve them.

SMART goals are a good starting point, and may help avoid wasting time and resources on poor execution.

Overpaying for a Merger or Acquisition

Companies may become too focused on the potential benefits of the acquisition, leading them to overlook the true value.

They may also overestimate the potential benefits, and fall in love with ideas that will never become reality.

One example of this is when AOL and Time Warner infamously merged Jan. 10, 2000, in a $350 billion deal. Ten years later, the companies’ combined value was around 14 percent of what they were worth when the merger was announced.

There are many reasons why this marriage failed, but one thing is clear: the price tag was far too high.

How BluWave Works

Poor Communication

This can be a major contributor to failed mergers and acquisitions because it often leads to confusion. Employees are often collateral damage to this crucial mistake.

If they don’t understand how the merger or integration will affect their job, they may start to develop anxiety and mistrust. This could snowball into a lack of engagement and motivation, leading to lower productivity and higher turnover.

Lack of communication may also mean companies don’t fully understand each other’s processes or objectives ahead of time.

Instead, they should develop clear communication strategies. This can by done via proactive updates and welcoming feedback from those who may not be directly involved in making decisions.

Unrealistic Expectations

Some companies expect acquisitions to deliver immediate benefits without fully understanding the time and resources required. This is a surefire way to put key stakeholders on edge, leading to disappointment and frustration.

The better expectations are managed from the beginning, the more time leadership will allow for everything to fall into place.

If you get everyone’s buy-in ahead of time, when the pressure does begin to mount, you can remind them about the original plan to which they agreed.

Access Merger Planning Resources

Misunderstanding the Company

Some key factors to understand about the target company pre-acquisition are its business model, market position or customer base.

This may be particularly difficult if the companies being joined have a lot in common. Perhaps their customer base is similar, but they have a completely different approach to acquiring new clients or sales.

It can sometimes be easier to join two companies that have little overlap. One example of this would be when Amazon bought Whole Foods for $13.7 billion in 2017.

CASE STUDY: Seamless Integration for a PortCo’s First Add-On Acquisition

“Millions of people love Whole Foods Market because they offer the best natural and organic foods, and they make it fun to eat healthy,” said Jeff Bezos, Amazon founder and CEO, at the time.

Amazon was not a leader in offering “natural and organic foods” before the acquisition, meaning they could rely on Whole Foods’ expertise in that area without the challenges of merging with an existing process.

Poor Due Diligence

If the acquiring company fails to conduct adequate due diligence on its target, they may overlook key risks or fail to identify potential synergies.

This is a smart time to bring in an experienced outside resource.

The BluWave-grade service providers in our network have helped PE firms hundreds of times in these exact situations. They leave no stone unturned so that both parties can move forward with confidence and begin their journey together without any surprises.

READ MORE: What is Commercial Due Diligence?

How BluWave Works

Cultural Differences

When two companies have different cultures, values and management styles, it opens the door to conflict and perhaps lack of cooperation.

To address this, companies need to be proactive in addressing cultural differences and develop a plan for integrating the two cultures. This may involve cross-cultural training, mentoring programs or the development of a shared set of values and goals.

An interim CHRO can be a invaluable resource in these situations.

Operational Differences

Similar to cultural differences, operational differences can also pose a challenge in mergers and acquisitions.

The two companies may have different systems, processes or procedures, which can lead to inefficiencies or a lack of coordination.

CASE STUDY: Streamlining Growth: Industrial Services HR Integration Consultant

The solution is to identify the key operational differences between the two companies and develop an integration plan. This may involve the adoption of new technologies or systems, or the development of new procedures or workflows.

Consider hiring a strong IT due diligence resource in these situations.

Regulatory Issues

The two companies may be subject to different regulations or legal requirements, which can complicate the integration process.

Carefully review each company’s regulatory environment to identify any potential obstacles or challenges.

Involve legal experts in the due diligence and integration process to ensure full compliance.

Mergers and acquisitions are complex transactions that require careful planning, due diligence and effective integration.

While there are many reasons why mergers and acquisitions fail, many of them can be avoided.

By proactively addressing the key challenges, companies can increase the chances of success in their new business relationship.

Fortunately, we have hundreds of expertly vetted service providers who know how to confront each and every one of these challenges, regardless of your industry.

If you’re considering merging with or acquiring another company, set up a scoping call with our research and operations team to see how we can help things go as smoothly as possible.

Access Top M&A Resources Today

Q4 2022 BluWave Insights

January 19, 2023 Delaney Walker

Every quarter our team analyzes the projects we work on with our 500+ PE firm clients to get a birdseye view of the market. We recently compiled our Q4 findings, as well as annual 2022 findings, into our Q4 2022 BluWave Insights Report. Request your copy.

Key findings from 2022 include:

Annual value creation activity increased ~14% YoY.
Human capital remains PE’s primary area of focus at 50% of all 2022 value creation activity.
Strategy resource usage in 2022 diligence activity increased from 43% in 2021 to 46% in 2022.

Learn more about the insights we gleaned from Q4 and 2022:

Learn more about how we can support your value creation, human capital, and strategic diligence efforts.

Have a live need? Start your project.

Video transcript:

BluWave serves a trusted role with hundreds of the world’s leading private equity firms and thousands of proactive businesses by connecting them with the best-in-class third parties to help build value with speed and certainty. With the conclusion of 2022 and the inception of the new year, we’ve gathered insights from our unique vantage in the private equity landscape. From our proprietary data, we are able to glean insights into how and why the best business builders in the world are assessing opportunities and building value in their portfolio companies. Here are some of the top takeaways from the BluWave Activity Index from Q1-Q4 2022.

The common theme throughout the entirety of 2022 is that business builders were focused on creating value in their companies. In the BluWave Value Creation Index, activity related to value creation was up to 72% by year-end – a more than 14% increase from 2021. Furthermore, Human Capital is surging to historically high numbers. The BluWave Activity Index shows that 50% of all value creation activity was invested in human capital for the year, and 54% in Q4.

On the due diligence side, deal flow was down in 2022. The BluWave Value Creation Index shows private equity activity related to diligence was down to 28% for the year. Within the diligence activity that we did see, we saw firms focus heavily on strategy initiatives – accounting for 46% of all diligence activity, up from 43% in 2021. In 2022, PE firms perceived the cost of misreading the market to be high in an uncertain economy, so they brought in strategic resources to help.

BluWave is pleased to work with some of the best business builders in the world every year. We hope the insights from our 2022 BluWave Insights Report will help you close deals with certainty, create differential value in your companies, and prepare for a confident exit. If you’d like to learn more and get the full report, please contact any member of the BluWave team or follow the link below.

Top 5 Private Equity Trends In 2022

In the Know: Proactive Due Diligence Practices

November 19, 2022 Delaney Walker

As part of an ongoing series, we’re sharing real-time trending topics we are hearing from our 500+ PE firm clients. In our most recent installment, Keenan Kolinsky, BluWave Consulting Manager, shares some of the proactive due diligence practices we see PE firms take that separate the more innovative private equity firms from the others. Learn more by watching the video below.

Interested in connecting with PE-grade specialized due diligence providers for your next need? Contact us here to quickly get connected to the ones you need.

Video transcript:

Due diligence is a critical piece in the private equity deal cycle, and we equip hundreds of leading private equity firms with the right PE-grade diligence providers they need – and when they need them. Performing thousands of projects every year, we gain a unique perspective to some of the more proactive and innovative approaches to the diligence process, and I want to share two such approaches we’ve seen that are separating some of the more proactive private equity firms from the others.

Number one, using the right diligence providers for the right deals. Many private equity firms have a go-to list of commercial, IT, and operations diligence providers they leverage for nearly every deal. However, each deal’s different and may require a different slate of providers to get the most out of each unique diligence phase, or diligence stream, depending on a variety of factors such as the target’s industry, the deal size, target technology or operational nuances, timing, and more. Many of our proactive private equity clients realize these nuances, and we support them by connecting them with the diligence providers whose functional capabilities, expertise, and experience account for these factors – uniquely positioning them to deliver excellence on that deal. This allows private equity firms to gain better insights with more speed and certainty, which, in turn, optimizes the entire diligence process for the respective deal. In private equity, one size does not fit all.

Number two, expanding the functional breadth and depth of diligence. Times are changing, and it’s more important than ever to get diligence right and to gain the necessary actionable insights, not only to make a more informed investment decision, but also to begin equipping the value creation plan. Especially in today’s market, value creation doesn’t and can’t end with only commercial, technology, and operational levers.As such, many of our proactive private equity clients are institutionalizing increasingly common diligence streams such as HR, digital, data, and ESG diligence to inform both investment decisions and value creation plans. We continuously map the market for PE-grade diligence providers across various functional areas, industries, price points and more so that you don’t have to.

If you or your teams are using the same slate of diligence providers for every deal, it may be time for a refresh. As you start to consider your slate of diligence providers for your next deal, give us a shout at info@bluwave.net and let us connect you with the right diligence providers for the right deal.

Q3 Private Equity Industry Update

Quality of earnings provider needed for healthcare target

On-site quality of earnings provider needed immediately

A PE firm associate came to us with a critical need for a provider to perform quality of earnings diligence on a target healthcare company. With their go-to providers booked up, they urgently needed a provider with capacity to quickly assess the company’s YTD financial and operating information since the business had recently transformed. Not only did the firm need an immediately available provider, but they were also looking for a provider that could work onsite and that had knowledge of the medical and insurance billing industry.

BluWave has exact-fit provider in network with healthcare background

Leveraging our founder’s 20 years in private equity, we have extensive frameworks for assessing PE-grade quality of earnings diligence needs. BluWave utilizes technology, data, and human ingenuity to pre-map, assess, monitor, and maintain deep pools of QofE providers that uniquely meet the private equity standard. We interviewed the PE firm to understand their specific key criteria, and then connected the client with the select pre-vetted quality of earnings diligence providers from our invitation-only Intelligent Network that fit their exacting needs.

Firm engaged provider to move forward with the deal

Within less than 24 hours of the initial scoping call, the PE firm was introduced to an exact-fit, PE-grade quality of earnings provider that was immediately available and specialized in the healthcare industry. The client engaged this provider to begin the following week and the firm was able to confidently assess the target’s financial operations and EBIDTA evaluation thanks to their help.

Environmental diligence critically needed for target

Evaluating target company, firm needs environmental diligence provider

A PE firm managing director came to us with a critical need for an environmental diligence provider to assess a target company they had in the manufacturing sector. Having recently signed an LOI, the firm had 60 days to quickly perform extensive diligence on all areas of the aluminum manufacturing company. Given the company’s industry, the firm was specifically interested in performing an environmental assessment and discovering what the findings were. The company had multiple locations, so the firm came to us in urgent need of a PE-grade provider that could conduct diligence across multiple states and that also had experience with this subsect of the manufacturing industry.

BluWave identifies pre-vetted environmental diligence providers from network exact-fit for need

Leveraging our founder’s 20 years in private equity, we have extensive frameworks for assessing PE-grade environmental needs. BluWave utilizes technology, data, and human ingenuity to pre-map, assess, monitor, and maintain deep pools of environmental diligence providers that uniquely meet the private equity standard. We interviewed the PE firm to understand their specific key criteria, and then connected the client with the select pre-vetted providers from our invitation-only Intelligent Network that fit their exacting needs.

Firm engages exact-fit provider to conduct diligence

Within 24 hours of the initial scoping call, the PE firm was introduced to an exact-fit environmental diligence provider that specialized in environmental inspections in the manufacturing industry. The PE firm engaged the provider and was able to successfully complete their environmental assessment within their timeframe, allowing them to move forward with the deal with a full understanding of the environmental standing of the company.

Q3 2022 BluWave Insights

October 18, 2022 Delaney Walker

Every quarter our team analyzes the projects we work on with our 500+ PE firm clients to get a birdseye view of the market. We recently compiled our Q3 findings into our Q3 2022 BluWave Insights Report. Request your copy.

Key findings from Q3 ’22 include:

Value creation activity has increased 11% YoY.
Human capital remains PE’s primary area of focus at 36% of all Q3 activity.
Technology activity has changed 86% YoY.
Sales & marketing activity has changed 29% YoY.

Learn more about the insights we gleaned from Q3:

We can support your value creation needs, human capital needs, technology needs, sales & marketing needs, and more.

Video transcript:

BluWave serves a trusted role with more than 500 of the world’s leading private equity firms and thousands of proactive businesses by connecting them with the best-in-class third parties to help build value with speed and certainty. From our unique vantage in the private equity landscape, we’re able to glean insights into how and why the best business builders in the world are assessing opportunities and building value in their portfolio companies. Here are some of the top takeaways from the BluWave Activity Index during Q3 2022.

First and foremost, value creation remains key in private equity. Despite the unsteady economic landscape, PE firms are equipping their portfolio companies with resources to maintain the momentum of previous value creation efforts. The BluWave Value Creation Index shows a more than 11% increase in Q3 value creation activity year over year. It is evident that PE firms are running towards the storm, treating economic uncertainty as an opportunity rather than a setback.

Number two, technology is surging as digitization continues to be embedded in the post-COVID world. Private equity firms are equipping portfolio companies with data and analytics capabilities to enable data-driven decision making and workflow automation. We’ve seen technology activity rise from 8% of all activity in Q3 2021 to 15% of all PE activity in this past quarter, and we expect to see technology activity remain high as firms continue to invest in subscription-based software companies due to their stability during volatile economic times.

Lastly, human capital remains private equity’s primary area of focus accounting for 36% of all activity in the BluWave Activity Index for Q3 2022. Firms continue to take strides to ensure the teams in their portfolios are top notch and well-equipped for success. This quarter we saw a surge of PE firms bringing in “wartime generals” with specialized skillsets equipped for the “new now” that can help guide portfolio companies to success in the current economic environment.

It is our hope that the information in the Q3 BluWave Insights Report will give you incremental edge as you build the best businesses in the world. If you’d like to learn more and get the report, please contact any member of the BluWave team or follow the link below. Onward.

Top specialized diligence providers critically needed

Firm needs specialized providers across their diligence provider matrix to assess target

A PE firm investment team came to us with a critical need for a full set of industry specialized diligence providers that could assess their target in the commercial roofing space. Having recently received the deal under LOI, the firm was preparing a full diligence analysis on all aspects of the business. The team had a sense for the typical providers they used, but knowing the value of using specialized providers on a deal-by-deal basis, they wanted BluWave’s recommendation for providers that were the best in class for the specific industry and needs of the target. Specifically, the firm needed specialized market study, operational, and IT diligence providers.

BluWave uses extensive knowledge and network to identify industry specific, PE-grade providers

Leveraging our founder’s 20 years in private equity, we have extensive frameworks for assessing PE-grade diligence needs. BluWave utilizes technology, data, and human ingenuity to pre-map, assess, monitor, and maintain deep pools of the providers across all service functions that uniquely meet the private equity standard. We interviewed the PE firm to understand their specific key criteria, and then connected the client with the select pre-vetted operational, IT, and market study providers from our invitation-only Intelligent Network that fit their exacting needs.

Firm engages select providers to confidently assess target

Within less than 24 hours of the initial scoping call, the PE firm was introduced to select, exact-fit, PE-grade IT, market study, and operational diligence groups with extensive experience in commercial roofing. The client selected their ideal choice for each service and the PE firm was able to confidently assess the target company during their period of LOI. So pleased with BluWave’s quick insight and introductions to providers that were best-fit for each diligence need, the firm made it standard operating procedure to bring all of their diligence needs to BluWave moving forward. They knew this would ensure they would always connect with the best, PE-grade, specialized providers for any given need.

In the Know: Due Diligence for Better Deals

October 6, 2022 Delaney Walker

As part of an ongoing series, we’re sharing real-time trending topics we are hearing from our 500+ PE firm clients in our “In the Know” series. In our most recent installment, Consulting Manager, Scott Bellinger, covers due diligence for better deals – sharing the top due diligence resources we equip clients with and why firms come to us with their needs.

Learn more about how we equip PE firms with the exact-fit commercial due diligence, IT diligence, and operational diligence providers they need exactly when they need them.

Interested in learning more about how we can support your diligence needs? Learn more in our Due Diligence hub.

Video transcript:

In the past few weeks, The BluWave Activity Index has shown that due diligence activity is picking up as we quickly approach Q4. Heightened deal activity means that it’s more vital than ever to ensure you’re utilizing diligence providers that can equip you with the unique insights you need to inform a wise investment decision. We quickly connect PE firms to specialized diligence providers that they need so that they don’t have to waste time vetting providers by availability, budget, and industry expertise. Here are some of the top diligence resources we are connecting our PE firm clients with.

First, commercial due diligence. Commercial diligence has become standard operating procedure for all of private equity, not just the large cap firms. With deal stakes high, investing in commercial due diligence upfront is vital. To maximize the output of commercial due diligence efforts. We connect firms with specialized providers by industry who already know the market. This allows them to dig in deeper, faster, and equip them with market and company insights generalist providers are not capable of.

Next is IT due diligence. Nowadays, every business has cybersecurity concerns. An unknown, as well as unaddressed cyber risk, can wreak havoc on an investment down the road. Proactive PE firms of all sizes are choosing to invest in IT due diligence efforts upfront so that they can preemptively address problems and challenges that could occur in the future. As the technology landscape constantly changes, so do the diligence providers in the space. In order to combat this for our clients, BluWave continuously maps the market in order to always be on the forefront of knowing what providers are best suited for what PE firms need at any given time.

And finally, operational diligence. Gone are the days where small process improvements in a portfolio company led to high returns. Now it is all about transformation. Ops due diligence providers go into a target company during the LOI phase to review their processes and begin identifying opportunities for growth so that you can hit the ground running on a well-developed value creation plan immediately post-close. We connect our clients with industry-specific providers they need so that they can gain the nuanced insight that can transform a company only industry veterans would glean. At BluWave, we are here to connect you with exact-fit, PE-grade diligence resources you need at the exact time you need them. If we can provide you with the resources you need to bolster your due diligence process, or if we can support any other third-party needs that you may have. Contact us at info@BluWave.net.

Technology diligence critical for target company

Partner needs technology diligence for software target

A PE firm partner came to us with a critical need for a technology diligence group that could assess a target software company. Hoping to close on the target company soon, the partner needed to evaluate the quality of the code, the transportability of the software, and the scalability of the software. They urgently needed a PE-grade technology diligence provider who could assess the company’s current software and advise a best practice plan for how the firm should move forward with the target.

BluWave has select providers that match exacting needs

Leveraging our founder’s 20 years in private equity, we have extensive frameworks for assessing PE-grade technology diligence needs. BluWave utilizes technology, data, and human ingenuity to pre-map, assess, monitor, and maintain deep pools of providers that uniquely meet the private equity standard. We interviewed the PE firm to understand their specific key criteria, and then connected the client with the select pre-vetted providers from our invitation-only Intelligent Network that fit their exacting needs.

PE firm engaged their ideal provider to move forward with diligence efforts

Within 24 hours of the initial scoping call, the PE firm was introduced to two PE-grade tech diligence providers that specialized in the software industry. The client selected their ideal provider, and the PE firm was able to confidently evaluate the company’s software and its ability to scale. The technology diligence group not only evaluated the current software but was also equipped to provide the firm with recommendations for how to move forward.

Pre-close recruiters immediately needed

PE firm has critical need for pre-close recruiters for a target company

An investment executive at a large cap PE firm came to us with a critical need to source trainers and university recruiters for a target company in the engineering industry. Prior to closing on the target company, the PE firm wanted to explore the available selection of talent they would have if the deal closed, and they chose to expand the UK-based company into the USA market. The investment executive urgently needed a PE-grade pre-close recruiter who could source the trainer and university recruiter candidates – both of which required a unique skill set and background.

BluWave has in-network, PE-grade recruiters with industry experience

Leveraging our founder’s 20 years in private equity, we have extensive frameworks for assessing PE-grade pre-close recruiter needs. BluWave utilizes technology, data, and human ingenuity to pre-map, assess, monitor, and maintain deep pools of non-executive recruiters that uniquely meet the private equity standard. We interviewed the PE firm to understand their specific key criteria. Then we connected the client with the select pre-vetted recruiters from our invitation-only Business Builder’s Network that fit their exacting needs.

The firm was equipped with the proper talent sources to proceed with their deal

Within less than 24 hours of the initial scoping call, the PE firm was introduced to a PE-grade non-executive recruiter that specialized in sourcing trainers and university recruiters for engineering technology roles. The client selected the presented provider and was able to confidently and quickly move forward in their diligence process, equipped with the necessary insight on the available talent they would need to drive value post-close.