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Datasite · November 16, 2022

Why seller preparation, not financing, now sets the pace of M&A

An HBR Analytic Services panel, sponsored by Datasite, with Allied Universal's chief M&A officer Mike Beregovsky and BNP Paribas sell-side head Lukasz Dziarnowski. Worth it for the practical detail: why seller prep now sets deal pace, how to handle ERP data in an auction, and how to keep a consortium deal alive under foreign investment review.

  • Todd Pruzan · Senior editor, research and special projects (moderator), HBR Analytic Services
  • Alex Clemente · HBR Analytic Services
  • Mike Beregovsky · President and Chief M&A Officer, Allied Universal
  • Lukasz Dziarnowski · Managing Director, Head of Sell-Side Practice, BNP Paribas
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Key points
  • Mike Beregovsky says financing is no longer the bottleneck for Allied Universal, so the pace of a deal now depends on how well the seller has prepared its data.
  • Lukasz Dziarnowski keeps the raw ERP data cube out of buyers' hands in an auction and has sell-side advisers analyse it early, in confidence, instead.
  • Diligence covers more topics in the same four plus eight week timetable, and a VDR participant list can run to 200 people or more, mostly third-party advisers.
  • Both panellists want synergy and integration planning to start on day one, with the local operators who will have to deliver it.
  • Buyers still leave cyber risk to the end of diligence; it rarely moves price but can be a go or no-go if the target is a back door into the group.
  • For foreign investment screening, Dziarnowski advises pre-clearing buyers and giving consortia a toggle to switch off a problem investor's governance rights.

Financing used to be the slow part of a deal. Mike Beregovsky, president and chief M&A officer at Allied Universal, calls it the long pole in the tent. Now, he says, his company has enough liquidity to do most deals without deal-specific financing, so it is all about seller prep: how good the seller's adviser is, whether they can prepare the data and are willing to share it (around 19:30). When the prep is not there, his team takes a lot longer, spends more money internally and may not deliver the valuation the seller expects.

“If you separate M&A from the operations and you develop a thesis and you develop a synergies plan without the local operators that later get to execute it, you're not going to have a good outcome.”

Mike Beregovsky, President and Chief M&A Officer, Allied Universal

The webinar is run by Harvard Business Review Analytic Services and sponsored by Datasite, which also sponsored the research it discusses. Todd Pruzan of HBR Analytic Services moderates, Alex Clemente sets out the report, and Beregovsky and Lukasz Dziarnowski, managing director and head of sell-side practice at BNP Paribas, do most of the talking. Clemente says the report reveals a need for speed, particularly in due diligence. In live polls in November 2022, almost two thirds of the audience named recession fears as the biggest factor for the year ahead, and the audience expected valuations to fall.

“The last thing you want to tell the management is to give the most detailed sort of a data cube that's coming out of the ERP system into the buyer's hands, especially if you're running an auction.”

Lukasz Dziarnowski, Managing Director, Head of Sell-Side Practice, BNP Paribas

Dziarnowski gives the sell-side version of seller prep (around 21:00). The last thing you want, he says, is to hand the most detailed data cube out of the ERP system to buyers, especially in an auction where several want to run their own analysis. Instead his sell-side advisers go through the data early, in complete confidentiality, and separate out the right trends. That analysis then runs through the whole marketing suite, from the teaser and information memorandum to the management presentation. Specific buyer questions get extra analysis on request. Being detailed early in the prep phase, he says, makes the buyer universe much easier to manage.

“Sometimes when we have a list of participants in the VDR you might have 200 people or even more working on a deal and mostly the third party advisors.”

Lukasz Dziarnowski, Managing Director, Head of Sell-Side Practice, BNP Paribas

Does technology give deal teams time back? Paradoxically no, Dziarnowski says (around 14:00). The typical process still runs four weeks plus eight in the second round. What changed is depth: limited partners, investment committees, shareholders and boards want to know M&A money is spent well, so there are more topics in the same window. Financial sponsors also hire a much wider spectrum of advisers than 10 or 15 years ago, sometimes a separate third party for each diligence topic, so a VDR participant list can reach 200 people or more. Technology, he says, lets people dig deeper in the same time frame.

“This is something that the buyers still leave for the last moment of the due diligence process or they don't pay too much attention to, and they should.”

Lukasz Dziarnowski, Managing Director, Head of Sell-Side Practice, BNP Paribas

Integration planning starts on day one, Beregovsky says (around 16:30). His local operations teams know competitors and customers, help source and execute deals, and inherit the integration afterwards. Develop a thesis and a synergies plan without them, and the local people might look at you and say you're out of your mind. Dziarnowski agrees from the seller's side: a buyer pays the seller only for the synergies it believes it can extract with limited integration cost, so he pushes buyers to quantify them early. A high-level idea on paper, he says, goes into nobody's valuation.

Allied Universal's own deal machine changed with scale. Beregovsky says the company did over 90 deals in about a decade, almost all in North America, until the G4S acquisition took it into more than 90 countries. Since then it has looked for advisers with global reach to add to its domestic partners. Working with a handful of accounting, legal, insurance and IT firms across many deals saves a lot of time and money, he says, because they learn the process. Seller preparedness also eliminates surprises: sellers often have a number in mind, and once his team digs in it finds things they didn't know about.

Cyber risk still gets left late. Dziarnowski says buyers leave it to the last moment of diligence or pay it little attention, even though diligence and insurance products now exist to cover it (around 24:00). Beregovsky says it is rarely a factor in value. In rare cases it decides go or no-go: if the acquisition could be used as a global back door into the wider organisation, that could mean no deal. Otherwise, he says, the answer is to implement the company's cyber security practices quickly after the acquisition.

Foreign investment rules decide where Allied Universal hunts at all. Beregovsky says the company invests gladly where rules are applied equally to everybody, but restrictive regimes that favour local operators stifle FDI and keep it out of otherwise attractive markets. Dziarnowski cites EU and UK data showing that less than five percent of reviewed deals go to phase two or are blocked: rare, but a big issue when it happens. His advice is to read the buyer universe through that lens and ask buyers to pre-clear. In a consortium with a passive 25 percent investor from an unwelcome country, put a toggle in the shareholder agreement to switch off its governance rights or replace it.

The panel closes on ESG. Beregovsky says Allied Universal publishes an annual ESG report that customers ask for and review, and that its labour practices are heavily regulated everywhere it works. Dziarnowski sees ESG as value creation as well as a diligence box: financial sponsors now apply an ESG framework across portfolio companies so they can sell later at a higher multiple, and green or sustainability-linked financing is becoming a market norm.

Why it matters

Data room work starts before the room opens: a seller that has analysed its own data and prepared answers moves faster and protects its price. Plan permissions for a participant list that may run past 200 people, most of them outside advisers.

Summary and analysis by VirtualData-Room.com from the public video. Play it above; the original source is linked there.

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