Due Diligence

Our Approach to Due Diligence Consulting

Strong due diligence helps corporate buyers realize greater synergies and paves the way for a smoother transaction process. For private equity investors, it can yield vital industry knowledge and insight into profit-enhancing operating changes, among many other things.

Conversely, inadequate due diligence can destroy value significantly and irreversibly. Corporate acquirers can find themselves saddled with high costs and few actual synergies. Private equity firms are painfully aware that one poor choice can drive down the performance of an entire portfolio for years.

BCG’s due diligence consulting helps ensure that acquirers receive substantive, relevant, comprehensive information in minimal time. The benefits are tangible: our research shows that BCG-assisted mergers create 9% more shareholder value than average mergers do in the first 24 months.

As a due diligence consultant, BCG brings substantial assets to the vetting process, including:

• Strategic perspective. Synthesis of strategic insight and a fact-based, highly analytic approach
• Tailored approach. An iterative, collaborative process specific to your business and situation
• Deep expertise. In-depth knowledge of industries, sectors, and capabilities
• Fast, results-oriented process. Clear focus on critical issues, informed by vast experience
• Sparring partner. Willingness to convey hard messages when necessary, such as the unattractiveness of a coveted target

Due diligence addresses the greatest risk for any acquirer: information asymmetry. Acquisition targets always have more knowledge than prospective acquirers, and acquirers never have enough time to explore a target company fully. To help close the knowledge gap, BCG uses advanced software tools that flag value-accretive opportunities and potential minefields buried in vast quantities of data.

Our deep knowledge of the due diligence process enables us to complete assessments in an accelerated timeframe while providing detailed, substantive information and insights. We also understand the differing needs of corporate buyers and PE investors:

What we don’t do is rely on a standard due diligence checklist that may lead to gaps in analysis. BCG instead views each engagement as unique—and as part of a broader strategy dialogue that begins with a clear understanding of your current situation and where you want to go.

How BCG Dissects Due Dilligence

Buy-side due diligence can be defined as an iterative process of raising and addressing financial, operational, cultural, and other critical questions. BCG’s due diligence consulting draws out answers based on our experience and expertise, our credibility as a neutral observer in the marketplace, and our deep analytical capabilities.

Our corporate and private equity due diligence processes differ somewhat, and the focus of each engagement depends on the target and acquirer. The basic approach, however, is similar. A typical analysis includes big-picture and detailed analysis of key areas, including:

• Market dynamics
• Sources of competitive advantage
• Potential for optimization of internal operations
• BCG’s view on the achievability of the business plan and value creation potential

From marketing and sales to operations, HR and technology and IT, we drill down into vital areas of business that are necessary to assess value creation potential. Once our due diligence work is done, we document our findings in a comprehensive equity case, often accompanied by a banking case to support acquisition financing. Our realistic, neutral assessment of your target and the deal enables you to make a considered, fact-based decision about moving ahead. If you do, the equity case serves as the basis for your final bid. If you don’t, you can walk away without regrets—knowing you’re acting on intelligence and analytics capabilities that only BCG can deliver.