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Commercial Due Diligence
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Commercial Due
Diligence
The Key to Understanding Value in an
Acquisition
PETER HOWSON
# Peter Howson 2006
All rights reserved. No part of this publication may be reproduced, stored in a retrieval system, or
transmitted in any form or by any means electronic, mechanical, photocopying, recording or otherwise
without the prior permission of the publisher.
Published by
Gower Publishing Limited
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Gower Publishing Company
Suite 420
101 Cherry Street
Burlington,
VT 05401-4405
USA
Peter Howson has asserted his right under the Copyright, Designs and Patents Act 1988 to be identified
as the author of this work.
British Library Cataloguing in Publication Data
Howson, Peter, 1957–
Commercial due diligence: the key to understanding value
in an acquisition

1. Consolidation and merger of corporations – Management
2. Business intelligence
I. Title
658.1
0
62
ISBN 0 566 08651 4
Library of Congress Control Number: 2005934407
Typeset by Tradespools, Chippenham, Wiltshire
Printed in Great Britain by Antony Rowe Ltd, Chippenham, Wiltshire
Contents
List of Tables ix
List of Figures xi
Introduction xv
PART I: THE BASICS
1 What’s It All About? 5
What is CDD? 9
Market due diligence 13
Why due diligence is badly done 15
Using due diligence to reduce risk 16
A definition of CDD 18
Overlap with financial due diligence 22
Applications of CDD 31
Conclusion 31
2 Getting Started 33
Is CDD needed? 33
Where do we start? 37
Who should carry out the work? 38
Selecting CDD advisers 38
Planning the work 40

The CDD team 41
Timetable 41
Fees 42
Good CDD practice 43
Conclusion 44
PART II: ANALYTICAL TECHNIQUES
3 Which Market is the Target In? 49
The basics 49
Differentiation and segmentation are two totally different things . . . 50
. . . And strategic and operational segmentation are not the same
things either 52
Strategic segmentation 56
Products and services that go into the market 65
Market sizing 67
Conclusion 71
4 Industry Attractiveness 73
Do not forget your basic economics 73
Analysing industry attractiveness 80
Other ways of classifying industries 93
Forecasting industry profitability 96
Conclusion 97
5 Which Customers is the Target Serving? 99
Operational marketing segmentation 99
Demographic 100
Psychographic 104
Purchasing approach 105
Situational factors and personal characteristics 107
Conclusion 108
6 Ability to Compete 111
The analysis of resources and capabilities 111

Can competitive advantage be sustained? 123
Brand strength 133
Distribution channels 137
The use of IT 141
Ability to compete over the industry life cycle 142
Conclusion 145
7 Competitor Analysis 147
Some common myths 147
What we want to find out 148
Identifying the competitor’s objectives 149
Conclusion 153
8 The New Reality 155
The beleaguered company 155
Customer segmentation 156
The target’s approach 175
The sales force 176
Beyond satisfaction ratings 177
Using the target’s customer satisfaction measures 180
Contract-based businesses 181
Conclusion 182
9 CDD in Special Situations 185
New technologies 185
Diversification 198
Assessing new business models 199
JVs and alliances 201
Declining industries 208
Recovery plays 210
Conclusion 211
vi Commercial Due Diligence
10 Assessing Management 213

Objective 213
Reporting 223
Communication with management 228
Culture 228
Conclusion 231
11 Using the Output 233
Always keep the bigger picture in mind 234
Spreadsheet modelling 241
Valuation 254
The integration plan 261
Conclusion 262
PART III: COLLECTING AND PRESENTING THE DATA
12 Structuring and Planning 269
Understanding the question 269
Issue analysis 271
Collecting the data 279
Dealing with obstacles 290
Other planning tips 294
Conclusion 297
13 Interviewing 299
Questionnaire design 299
Tips for successful interviewing 312
Competitor interviewing 315
Other forms of interviewing 318
Conclusion 321
14 Writing the Report 323
Start by putting the report in context 323
Keep the structure logical 323
Give the answer via a logical hierarchy of issues 324
Cover one issue at a time 324

Group issues to make understanding easier 325
Writing style 329
Make sure individual contributions are consistent 336
Produce an interim report 336
Vendor CDD reports 336
Conclusion 337
C o n t e nts vii
Appendix A Checklists 341
Checklist 1: CDD briefing 341
Checklist 2: A full CDD exercise 343
Checklist 3: Marketing 347
Checklist 4: Five Forces 351
Checklist 5: Identifying resources and capabilities 355
Checklist 6: Threats and opportunities 357
Checklist 7: Determining KPCs 358
Checklist 8: Commonly sought management competencies 359
Checklist 9: Competency-based interviewing 361
Checklist 10: Sample questions for competency-based interviews 362
Checklist 11: Things that can go wrong on CDD projects 364
Appendix B Report Writing 365
Words and phrases to be avoided in report writing 365
Presenting numbers 367
Style and report writing 389
Index 391
viii C o m m erci a l Du e D i l i g e n c e
List of Tables
1.1 Contract analysis and sales forecasting 25
1.2 Why past financial performance is not a good guide to the future 28
2.1 Different types of M&A and the implications for CDD 36
4.1 The spectrum of industry structures 81

4.2 The attractiveness of the competitive environment 95
4.3 Industry characteristics and their implications for future profits 97
5.1 Occupation as the basis for socio-economic segmentation 104
6.1 The pros and cons of a SWOT analysis 119
6.2 The scored SWOT 121
6.3 Tangible differentiation possibilities 129
6.4 Aligning brand and consumer values 134
6.5 Varieties of brand extension for a manufacturer of prams and children’s
car seats 137
6.6 The consequences of industry evolution 143
7.1 Observing Porter’s Five Forces in practice 150
7.2 KPCs, CSFs and KPIs for bicycles 152
8.1 The output of a KPC interview with management 159
8.2 Measuring relative value perception 164
8.3 Relative value perception of a piece of software 165
8.4 Classifying customer needs 166
8.5 Defining product price 167
8.6 Customer roles 167
8.7 Scoring the four customer elements 168
8.8 The four basic sales approaches 182
9.1 Characteristics of successful new products 187
9.2 Alternative strategies for exploiting innovation and relative risk/return 192
10.1 Structuring a 3-hour interview 216
10.2 Scoring individual managers on each competency 225
10.3 Organization culture and strategy 229
10.4 Operating versus innovating organizations 230
11.1 The forces acting on most markets 235
11.2 SPACE – Strategic Position and ACtion Evaluation Implications for CDD 237
11.3 Plotting market attractiveness and ability to compete 238
11.4 The most common types of spreadsheet test 251

11.5 Example of a one-dimensional data table 253
11.6 Example of a two-dimensional data table 254
11.7 Examples of CDD inputs to integration 262
12.1 Recognize that there can be different possible S–C–Q profiles 270
12.2 Turning questions into issues for recruitment process outsourcing 274
12.3 From issue to hypotheses to work plan 278
12.4 Common issues for desk research in CDD 281
13.1 The advantages and disadvantages of open-ended questions 309
13.2 The advantages and disadvantages of multiple-choice questions 309
13.3 Quantifying alternatives in multiple-choice questions 310
13.4 Alternative lists for the same question 311
13.5 The advantages and disadvantages of dichotomous questions 312
13.6 Objections in interviews and how to deal with them 319
14.1 Different types of logic 326
14.2 Assessing the validity of a VCDD report 338
A.1 How customer-focused is the target? 349
A.2 Evaluating strong and weak marketing strategies 350
A.3 Assessing the Five Forces 351
A.4 Threats and opportunities 357
B.1 Redundant modifiers 365
B.2 Redundant categories 365
B.3 Rhythmic pairings 365
B.4 Wordy expressions 366
B.5 Pointless words 367
B.6 Pointless phrases 367
B.7 Inconsistently rounded numbers 368
B.8 Calculating index numbers 370
B.9 Parking decriminalization in England and Wales 372
B.10 Keeping circle diameters proportionate to turnover 381
x Commercial Due Diligence

List of Figures
1.1 The sources of value added to portfolio companies in private equity transactions 6
1.2 Achieving 25 per cent IRR with 50 per cent debt and 75 per cent debt 7
1.3 Two very different commercial risks 8
1.4 The variability of un-geared and geared cash flows 8
1.5 CDD is not just about finding risks, it is about the future 13
1.6 Areas to be covered by CDD 18
1.7 Impact of 2002 and 2006 building regulations on the insulation materials
market 23
1.8 Global MDI supply and demand 1998–2010 23
1.9 Western European MDI and benzine prices, indexed to 100 24
1.10 The target’s sales vs. the UK market 27
1.11 Hypothetical Ltd – financial performance 29
1.12 Hypothetical Ltd – market performance 29
1.13 Baltimore Technologies demonstrates the need to understand a company’s
commercial position 30
2.1 Whether to do CDD 35
2.2 Stages in a typical CDD project 40
2.3 CDD takes 15 working days 42
II.1 Industry attractiveness and ability to compete 48
3.1 Levels of marketing segmentation 50
3.2 Four approaches to marketing 52
3.3 Strategic segmentation in action 52
3.4 Relative price levels in the same ‘commodity’ market 55
3.5 Segmentation of the ‘commodity’ industrial valve market 55
3.6 A framework for defining strategic segmentation 57
3.7 Strategic segmentation and CDD 58
3.8 Acquirer decision process 58
3.9 Segmentation of the printing industry by technology 60
3.10 Customer needs segmentation model 62

3.11 Strategic groups in CDD 64
3.12 Sales of ‘X’s’ products have followed a different pattern to the overall market 65
3.13 Four levels of product 66
3.14 The supply of office products to the UK market 67
3.15 Facilities management covers a wide range of activities and takes place on
three levels 68
3.16 The potential population of female laser hair removal users (millions) 69
3.17 Potential market size for an online pharmacy 69
3.18 The key to market sizing is to follow a logical, deductive approach 70
4.1 The demand curve 74
4.2 Elastic and inelastic demand 74
4.3 A shift in demand 75
4.4 The supply curve 76
4.5 Elastic and inelastic supply 77
4.6 Shifts in supply 78
4.7 Supply and demand in action 78
4.8 Output and price under perfect competition 79
4.9 The short run and long run in perfect competition 80
4.10 Porter’s Five Forces 82
4.11 Low and high fixed costs 88
4.12 The industry life cycle 89
4.13 The strategic environments matrix 93
5.1 The nested approach to segmentation 100
5.2 The market can be segmented into three distinct sub-markets 101
5.3 The family life cycle 102
6.1 Plotting resources and competencies 112
6.2 The value chain 114
6.3 Factors affecting the profit potential of resources and capabilities 116
6.4 SWOT analysis 119
6.5 Appraising resources and capabilities 120

6.6 E-V-R congruence 122
6.7 The strategy clock 126
6.8 Identifying differentiation 128
6.9 The virtuous quality circle 133
6.10 There are three ways in which to leverage a brand 136
6.11 Potential demand for Internet car sites 141
6.12 Strategic focus changes through the life cycle 144
7.1 Understanding competitors 149
7.2 A philosophical basis for defining company culture 150
7.3 Identifying CSFs 151
7.4 KPCs to KPIs via CSFs 152
8.1 How professional buyers segment their suppliers 157
8.2 Analysing the customer base 157
8.3 Customer behaviour is not always the same 158
8.4 The categorization of transactions 162
8.5 How professional buyers segment their suppliers 165
8.6 Defining performance relative to KPCs 170
8.7 Measuring customer satisfaction 170
8.8 Customer perceptions of the target’s performance versus the competition 171
xii Commercial Due Diligence
8.9 Customer perceptions and target company performance 172
8.10 A partnership means all departments have customer contact 174
8.11 What is the different approach to use with different customers? 175
8.12 Customer satisfaction and customer loyalty 178
8.13 Customer loyalty and customer sophistication 179
8.14 Service and quality vs. customer satisfaction 180
9.1 The relative positioning of different gas sensing technologies 188
9.2 Who benefits from innovation? 189
9.3 Product with slow adoption 196
9.4 Product with fast adoption 196

9.5 A fad product 196
9.6 Product with frequent revitalization (for example, semiconductors) 196
9.7 The diversification matrix 198
9.8 Why partnerships fail 206
9.9 The feasibility of recovery 210
10.1 Methods used in management appraisals and their effectiveness 214
10.2 Competency-based interviewing 215
10.3 Jung’s personality types 220
10.4 Team dynamics 222
10.5 A typical competency profile 225
10.6 Assessment of the management team 226
11.1 A company can only outperform its rivals if it can establish a difference it
can preserve 235
11.2 Understanding the target’s market position 238
11.3 Segmenting the target’s business streams 239
11.4 The growth share matrix 239
11.5 Directional policy matrix developed by Shell 240
11.6 The process of model specification 242
11.7 A bubble diagram 243
11.8 Two ways of separating assumptions, input, calculations and results 245
11.9 Including intermediate totals 246
11.10 Synergies in M&A 254
11.11 The valuation process 255
11.12 Stand-alone target assessment 256
11.13 CDD and financial analysis 256
11.14 A value probability distribution 258
11.15 CDD versus the business plan 259
11.16 Gap analysis highlighting risk factors 260
11.17 The Ansoff matrix 260
11.18 An extended Ansoff matrix 261

12.1 There are two approaches to approaching CDD 271
12.2 A hypothesis-driven and iterative approach to problem solving 271
12.3 Return on capital ratio tree 272
L i s t of F i g u r e s xiii
12.4 CDD top issues 273
12.5 A structured investigation leads to a structured report 273
12.6 How to generate a good hypothesis 275
12.7 Primary information sources 283
12.8 Hypothesis generation and testing is an iterative process 296
14.1 A logical CDD report structure 326
14.2 Deductive reasoning applied to CDD 327
14.3 Classifying findings into groups 328
B.1 Sales growth of certificated bailiff companies 369
B.2 The growth of parking penalty charge notices in England and Wales 372
B.3 Charts are self-selecting 374
B.4 A scatter chart showing relative sales growth and return on capital of
subsidiary companies 375
B.5 Target Co.’s sales (2001–06) 376
B.6 Radiator sales relative to boiler sales (2001–06) 376
B.7 A perceptual map 377
B.8 Restricting the y-axis magnifies the differences between bar values 378
B.9 Starting the y-axis at zero illustrates little when there is only a small
variation 378
B.10 Target Co.’s 5-year sales history 379
B.11 Target Co.’s 5-year sales history revisited (1) 379
B.12 Target Co.’s 5-year sales history revisited (2) 380
B.13 US dollar/euro exchange rate 380
B.14 US dollar/euro exchange rate with inverted y-axis 381
B.15 The convergence of index numbers (2006 ¼ 100) 382
B.16 The convergence of index numbers (2001 ¼ 100) 382

B.17 ‘The majority of acquirers rate A Ltd as either No.1 or No.2 choice’ – or do
they? 383
B.18 The forecasting ‘spectrum’ 385
B.19 Target Co.’s sales (2004–06) 385
B.20 Target Co.’s sales (2004–06) with cyclical and seasonal effects extracted 386
B.21 The seasonal and cyclical effects 387
B.22 Moving averages 388
xiv C o m m e r c i a l Du e D il i g e n c e
Introduction
Many years ago, stock market guru Warren Buffet concluded that investing in superior
businesses for the long term was better than buying poor, but cheap, businesses.
Commercial due diligence (CDD) is about telling the difference between superior businesses
and poor businesses, which is why this book is a mixture of business strategy, marketing
analysis and market research. However, CDD is not about the bland application of analytical
techniques. Cold rational analysis is a part but it is not the only part. CDD is about really
understanding how businesses and markets work; it is about understanding what is really
important for profits and growth. CDD is about magic. It is about unearthing the few magic
ingredients that allow you to say with confidence whether or not a business is worth
investing in. A ‘tool box’ of analytical techniques will only get you so far.
You need to develop an approach where you keep on asking the question ‘why?’ until
finally a light goes on and you suddenly know you can say with confidence whether or not a
business is worth investing in.
Experience helps, but this is true of due diligence in general. One of the reasons why due
diligence is often seen as an expensive waste of time that only tells acquirers what they
already know is that it is left to junior staff who, while they might be highly intelligent and
well trained, do not really understand what they are supposed to achieve.
You must learn to tell what is important and what is not. Investigating companies,
markets and competitive positions will throw up a wall of data, much of it contradictory and
a great deal of it incomplete or only partially relevant. Being able to bring order to the mess
and uncertainty inherent in the process is a special skill.

You must have confidence in your own judgement. So often the cry goes up ‘we need
more data’, when in fact there is no more to be had. At some point you have to know when
you have collected all you sensibly can and have the courage to dive in and make something
of it all.
Oh, and by the way, you have approximately 3 weeks to pass judgement on the
commercial prospects of a company that has been run by the founder for the last 20 years in
a market you didn’t know existed until yesterday . . . You had better be good. It is the aim of
this book to make you good by giving you a solid foundation on which to build experience
and with which to develop judgement and confidence.
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PART
IThe Basics
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PART
I Introduction
Commercial due diligence (CDD) is the poor relation of financial and legal due diligence
and although now widely used, it is still misunderstood by many acquirers and professional
advisers who frequently regard it as a bit of customer referencing combined with some
market data gleaned from a published report. This first part of this book shows why CDD has
to go much further than its financial and legal counterparts and discusses how to organize
and structure a due diligence programme to get the maximum value from it.
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CHAPTER
1What’s It All About?
CDD is all about understanding customers and markets. The idea that acquirers should
investigate the customers and markets of the companies they were buying did not really
take off until the early 1990s. Strange this when the value of any business is its future
profits and profits depend on the strength of its market and its ability to sell to its
customers.
Key to the development of CDD in the UK was the Ferranti story. Ferranti was a sizeable,

publicly quoted, defence electronics company with sales of about £800 million. In 1987, it
purchased a US defence electronics company called ISC. Not long after the deal was done, it
became obvious that ISC had boosted its profits by creating $1 billion worth of fictitious
contracts and transactions through offshore companies. Eventually Ferranti was dragged
down by the weight of the $700 million it paid for a company that had little real sales, and
had existed primarily on illegal arms dealings. The company declared bankruptcy in 1991
and sued ISC’s CEO, James Guerin. Guerin claimed he had been working for the US
government, but was disowned, and was eventually convicted and sentenced to 15 years for
defrauding Ferranti of $1.1 billion, money laundering and illegal arms exports. Ferranti sued
ISC’s auditors for negligence. An out of court settlement of £40 million was reached, but
that was scant comfort to shareholders who had owned a company with a market
capitalization of £800 million before the ISC deal.
Although it is still scary how little some acquirers know about the businesses they are
buying, CDD has evolved over the last decade and a half or so from the sort of customer
referencing that Ferranti could have done with to more of a mini strategy review. As the
market for companies tightened during the 1990s, so the need for CDD became increasingly
recognized as an essential part of the deal-making process. Case Study 1 illustrates why. No
longer were acquirers content to listen only to management’s assessment of the target
company’s market prospects. With more and more of the deal value resting on growth and
synergies they had to understand the target in depth.
CASE STUDY 1
USING CDD TO RUN RINGS
AROUND THE INDUSTRY
GIANTS
How did a small company manage to beat
the giants of the software industry in an
auction for a software provider? This was not
a big deal as these things go, but nonetheless
there was an impressive list of acquirers
competing to acquire a small British payroll

software company. Names included some of
the biggest and most powerful in the
industry, some of them household names,
most of whom could have bought the target
with their loose change. The winner was a
tiny outfit. It outbid the others simply
because it understood the target’s market
best. It took the trouble to work out the
target’s value proposition and how the
At the same time a new breed of acquirers, private equity houses, have become
significant players in the market for companies. Private equity returns come from buying
established businesses and selling them at a higher price three to five years later.
1
In order to
sell at a higher price, investors must either buy well or improve the business while it is under
their stewardship. The days of picking up a misunderstood subsidiary of a distressed plc at a
bargain price are long gone. Nor does the modern-day private equity investor put too much
faith in price/earnings (P/E) arbitrage – buying in unfashionable sectors at low multiples and
selling on at higher P/Es when they come back in fashion. Figure 1.1 shows how private
equity investors typically make companies worth more when they sell them than when they
bought them. Something like 70 per cent comes from improvements in the trading position
of their investments, of which half comes from operational improvements and half from
market and sector improvements. The remaining 30 per cent comes from their deal-making
abilities.
Typically, private equity houses want to make a minimum internal rate of return (IRR)
2
on their investments of 25 per cent. This is roughly equivalent to doubling their money over
3 years. To achieve this and to make sure they make full use of their limited equity resources,
the capital structure in private equity deals must contain as much debt as is sensible. The
reason for this is shown by the charts in Figure 1.2, which set out the mechanics of private

CASE STUDY 1 – continued
target’s software fitted in. The target’s
customers were providing a payroll bureau
service. Its software was vital to their service
but its cost was only a fraction of their overall
cost base (this is a theme examined in more
detail in Chapter 8). The winning acquirer
knew the target could increase prices with-
out damaging the business first because
price was not that important to its customers
and second because they were locked into
using the target’s software. It factored this
into its valuation and won the auction.
Figure 1.1 The sources of value added to portfolio companies in private equity transactions
Note: The numbers refer to the per cent of total value added
6 Commercial Due Diligence
equity. Both charts show how much the value of a company bought for £20 million and
held for 3 years must appreciate to give a compound return of 25 per cent per annum to
shareholders.
If the deal is funded 50:50 debt:equity (the chart on the left-hand side), the business has
to be worth £29.5 million at the end of year 3. The £10 million debt can be repaid leaving
£19.5 million for the shareholders. If the deal is funded with 75 per cent debt the business
only has to be worth £24.8 million at the end of year 3 for the investors to make their annual
25 per cent return. Once the £15 million debt is paid off, shareholders are left with £9.8
million, just under double their original £5 million stake.
What level of debt is ‘sensible’ depends on the size of the target’s cash flows and their
variability or, more crudely put, it depends on the chances that the target will not be able to
meet its interest bill, because if it does not it will go bust. The more the variability of
earnings, the higher the perceived risk. Figure 1.3 shows two companies with the same
average, or expected, cash flows.

The cash flows for Company A are much less variable (and hence much more predictable)
than they are for Company B. Moreover, if both have to meet interest payments of Z, there is
no chance of Company A going broke, but there is a chance that Company B will. This
variability in cash flows is called ‘commercial risk’.
Looking at Figure 1.3, it does not take a financial genius to see that the higher the level of
the annual interest bill (Z), the higher is the risk of failure too. Just where Z is depends on the
level of debt (and the interest rate). This is called ‘financial risk’. It is the amount of fixed
obligations – that is, debt – in the capital structure.
So, going back to Figure 1.1 for the moment, investors can take on debt to improve their
own returns, but they are also taking on more risk because they are adding financial risk (in
the form of debt) to commercial risk (the variability in cash flow stemming from market and
competitive forces). For a given level of risk, there are any number of combinations of
financial and commercial risk.
Figure 1.2 Achieving 25 per cent IRR with 50 per cent debt and 75 per cent debt
What’s It All About? 7
The lower the commercial risk, the higher the financial risk can be. For the private equity
investor, this means the lower the commercial risk, the more debt can be taken on, less
equity is needed and, if all goes to plan, a higher return. Private equity investors, therefore,
need to understand commercial risk so that they can value the business and, as important,
so that they can sell the desired financial structure to the lending banks. This is what makes
CDD so important. It provides private equity investors with an independent assessment of a
company’s prospects, which helps them secure the debt funding they need to make their
deals work.
If you thought banks only look at the books, you would be wrong. Lending banks look at
any proposal brought to them in terms of risk and reward.
Ideally what they want is strong, stable cash flows and just like the private equity
investor, they are well aware that financial risk magnifies the underlying commercial risk
(and reward), as illustrated in Figure 1.4.
Figure 1.3 Two very different commercial risks
Figure 1.4 The variability of un-geared and geared cash flows

Note: Illustrative only
8 Commercial Due Diligence