3. List of further financial due diligence areas to be suggested to Camburn for phase 2 due diligence. Phase 1, initial due diligence, is a top-level, “kick-the-tires” evaluation that provides the visibility to reject an acquisition if it does not satisfy basic investment criteria. Phase 2, secondary due diligence, is a more intense evaluation that drills deeper into operations. Phase 1 provides focus for the subsequent evaluation during Phase 2. Key areas:
* Valuation model
Is the 8.1x normalized last 12 months (LTM) July 2007 EBITDA a proper valuation? What is the fair value of Manresa Air? A statement of cash flow needs to be prepared to evaluate the patterns of cash generating activities. * Management capabilities
Does the current management team have appropriate skills and knowledge? Do we need to send board members to Manresa Air? * Systems
Manresa Air has ten planes, but the Company’s IT infrastructure can only adequately handle (from an operations and financial reporting standpoint) a fleet of approximately eight planes. What level of IT resources will be needed to update the system after the acquisition? In addition, The Company currently has 70 computer terminals sharing a redundant license copy of Microsoft Office and Adobe Acrobat Professional. The cost to convert this redundant license into 50 unique licenses should also be considered in the acquisition. * HR considerations
The personnel costs associated with the transaction. How many employees are subject to change-in-control agreements? Which benefit plans will be instituted post-transaction? What levels of resources are needed to run the business after integration?
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