Risk is inherent in all business transactions, especially when acquiring a new platform. The PE world has long-standing tools and resources to address legal, environmental, financial, and customer concentration risks. Operational risks (business interruption, unplanned Capex, margin compression, physical safety, fragility, “the rabbit hole” …) are often left to the personal experience of the deal team and the operating partner. Add to that, the buyer has a short and diminishing timeframe to evaluate all these risks; a lot can go sideways, fast (or slow… some risks may not manifest in symptoms until year 2 or 3)!
Cue Kenny Rogers and the popular 1978 country song, “The Gambler” for inspiration on the importance of making wise decisions. The tune emphasizes the idea that in life (and money making), one must be able to assess situations, calculate risks and make informed choices to succeed. The tune’s broader message underlines the importance of timing, intuition, and strategic thinking in navigating uncertainties. That is all great and good, but a lot can boil down to luck without targeted assessments and resources. We can get beyond the Gambler as we become aware of undisclosed risks, gain acceptance that they are indeed real, and then take purposeful action to mitigate, manage and eliminate!
In the context of operational diligence, and navigating the stages of risk awareness, acceptance, and action, you’ll need an expert assessment to reveal what is really going on within the operations of a company, when perhaps the financials don’t indicate trouble. It’s easy to believe that a company with healthy EBITDA, a humming production line, and happy employees will promise big financial returns – until it doesn’t.
The potential for undisclosed risk justifies a comprehensive assessment of an organization. Financial, customer loyalty, environmental, legal, regulatory, IT, and HR diligences are ubiquitous today. These areas may not uncover margin compression, business interruption, unplanned Capex requirements and other operational issues.
The goal here of course is to identify the undisclosed risks that will impact the future performance and success of the target company. These risks are often hidden in plain sight and are often accepted with an unquestioning IIWII (“It-Is-What-It-Is”) attitude… such as that additional operation that takes place just before the order is shipped because no one has taken the time to identify the root cause and fix the error at its source. Here’s another risk, this one is late-stage, and this is a big one – when a company relies on a single supplier for its primary materials and hasn’t established an alternate supplier… they know their business is exposed to interruption risk, but they contentedly move forward, hoping things will continue to be OK. One recent seller explained how this risk was minor because they owned the drawings… when we asked to see one, they commented that the supplier keeps them. Wow. Hope is not a valid response, and we need to call this what it really is – denial.
In over 20 years of completing operational diligences, we have never killed a deal. We identify risks to create awareness, not to cause panic or worry about falling skies. We quantify the risk and estimate the effort and capital that are required to address the situation. While no investment is risk-free, accepting risk without a realistic and professional evaluation is a gamble with high stakes. Here’s a perfect example – the seller has built the business from the ground up and they know everything about the process. They have been involved from the beginning and everything runs smoothly because of their involvement in the daily processes. But what happens when the business is sold without evaluating this particular risk? The new owners will find it difficult or impossible to replicate the previous results because much of that success was due to the daily energy and expertise the previous owner brought to the business. The good news is, if we have 6 months or a year to institutionalize their knowledge, and we actively do so, the solution is inexpensive, non-invasive, and highly effective. In fact, in every case, the process to address the risk produces meaningful performance improvements. In EVERY case. If you wait to address risk – maybe next quarter, or next year, it will be more expensive, more invasive, and only partially effective by comparison. Which highlights the importance of acceptance. How often do people say, “I’ve been telling them about this problem for years, but no one listens to me!” When we accept that the risk as real, we can generate some data and bring clarity to the situation, and we can have years of meaningful improvement rather than years of loss.
The purpose of risk awareness, and recognizing risk acceptance, isn’t to walk away from the deal, but rather to create an action plan to manage, mitigate, or eliminate identified risks… to be well-prepared to handle the risks and challenges associated with the new company. This will involve collaboration with company leadership and management teams, legal advisors, and operational experts to ensure a comprehensive and well-executed risk management strategy. This may also require interim leadership resources to ensure that risk mitigation is executed properly.
With risk, it doesn’t have to be a gamble. It all boils down to having the wisdom to fully recognize the circumstances and plan an appropriate response. At The ProAction Group, we know where to look for risk. Whether they’re obvious, hidden in plain sight, or those late-stage risks that won’t fully present until Year 2 or 3 of your investment cycle. We find that having knowledge of what can go wrong and having an action plan to address it will ensure the best possible outcomes.