4.1 M&A Free Assessment

Nature of the transaction               

1 Clarity of Strategic intent
2 Board of Directors Approval
3 Highly leveraged
4 Proforma on more than 5 yrs.
5 Acquisition and integration costs budgeted
6 Public target or private
7 New Market Entry
8 Bolt-on acquisition
9 Transformational
10 Joint Venture
11 Minority Participation

 Complexity "up-front"               

12 Sales $10 – $50 Mill. Or more
13 Multi-divisional
14 Multi-geography
15 Plant to shut-down
16 People to restructure
17 Due Diligence -> major adjustments
18 Net Worth Adjustments
19 Earn-out on multiple years

 Customer Facing / Front Office              

20 Key Management to Retain
21 Criticality of customers – sales
22 Criticality of customers – Terms&Condition
23 Bad Debts Reserve
24 FCPA issues / severity

 Back Office             

25 IT integration complexity
26 ERP to implement
27 Business Intelligence
28 Supply Chain established
29 Production Planning
30 Safety Procedure
31 Inventory management / slow moving
32 Centralized Purchasing
33 Critical Suppliers
34 Finance – closing and reporting in less than 5 days
35 Finance – monthly B/S reconciliations
36 Finance – Cost Accounting
37 Finance – Bank relationships, complexity
38 Finance – Cash Flow Management
39 Finance – Tax strategy
40 Finance – Risk Management (Insurance)
41 HR – Payroll (internal or Outsourced)
42 HR – Labor Contracts repository
43 HR – Benefits defined
44 HR – Pension Plans understood and funded

45 Culture, consonant to acquirer
46 Regulatory, IP protection severity of issues
47 Warranties on long term sales contracts
48 Warranties on long term purchasing contracts
49 Documentation of Labs procedure
50 FX hedging in place