--- name: corporate-development description: Manage M&A activities, strategic investments, partnerships, and divestitures including target identification, due diligence, valuation, deal execution, post-merger integration, and divestiture planning. Use when evaluating M&A opportunities, conducting due diligence, managing deal execution, planning post-merger integration, or executing divestitures. Triggers on phrases like "M&A", "merger", "acquisition", "due diligence", "valuation", "deal execution", "post-merger integration", "PMI", "divestiture", "strategic investment", "corporate development". --- # Corporate Development & M&A Execute mergers, acquisitions, strategic investments, and divestitures to drive organizational growth and value creation. ## Workflow ### 1. Strategic Target Identification 1. **Strategic framework development**: - M&A strategy alignment with corporate strategy - Target criteria definition (size, geography, capability, technology) - Acquisition thesis and strategic rationale - Make vs buy vs partner analysis - Portfolio and diversification consideration 2. **Target identification and sourcing**: - Market scanning and target long list development - Investment bank and advisor engagement - Proprietary sourcing and relationship building - Industry conference and networking identification - Reverse due diligence (evaluating our attractiveness) 3. **Initial screening and prioritization**: - Strategic fit assessment matrix - Financial screening (revenue, EBITDA, growth rate) - Cultural fit preliminary assessment - Competitive and regulatory risk assessment - Short list development and ranking ### 2. Due Diligence 1. **Financial due diligence**: - Historical financial statement analysis - Quality of earnings (QoE) assessment - Working capital analysis and normalization - Debt and liability identification - Financial projection and model validation 2. **Commercial due diligence**: - Market size, growth, and competitive landscape - Customer concentration and satisfaction analysis - Product/service portfolio assessment - Revenue model and pricing analysis - Pipeline and growth opportunity assessment 3. **Operational and technical due diligence**: - Technology stack and IP assessment - Product roadmap and R&D pipeline - Operational efficiency and cost structure - Supply chain and vendor assessment - IT systems and data security review 4. **Legal, HR, and compliance due diligence**: - Corporate structure and governance review - Contract and litigation analysis - Employment and compensation review - Regulatory compliance assessment - Cultural assessment and integration risk ### 3. Valuation & Deal Structuring 1. **Valuation analysis**: - Comparable company analysis (trading multiples) - Precedent transaction analysis (transaction multiples) - Discounted cash flow (DCF) modeling - Leveraged buyout (LBO) analysis (if applicable) - Synergy valuation and sensitivity analysis 2. **Deal structure optimization**: - Asset vs stock purchase consideration - Payment structure (cash, stock, earnout, deferred) - Tax structure optimization - Regulatory approval consideration - Financing strategy (debt, equity, hybrid) 3. **Negotiation and term sheet**: - Term sheet development and negotiation - Key term prioritization and walk-away criteria - Representations and warranties negotiation - Condition precedent definition - Exclusivity and timing negotiation ### 4. Deal Execution 1. **Definitive agreement and closing**: - Definitive agreement drafting and negotiation - Final due diligence and closing condition verification - Regulatory approval and filing management - Financing execution and funding - Closing transaction and asset transfer 2. **Communication and announcement**: - Internal communication plan (both organizations) - External communication plan (customers, partners, media) - Employee FAQ and concern addressing - Customer retention communication - Regulatory and stakeholder notification 3. **Transaction accounting and integration prep**: - Purchase price allocation (PPA) - Day 1 integration readiness assessment - Integration team assembly and planning - Integration timeline and milestone definition - Risk mitigation and contingency planning ### 5. Post-Merger Integration 1. **100-day integration plan**: - Day 1 readiness (systems, processes, communication) - Critical path integration activities - Quick win identification and delivery - Cultural integration activities - Customer and employee retention focus 2. **Functional integration**: - Finance and accounting integration - HR and benefits integration - Technology and systems integration - Sales and go-to-market integration - Operations and supply chain integration 3. **Synergy realization and value tracking**: - Synergy target definition and tracking - Cost synergy realization (headcount, procurement, overhead) - Revenue synergy realization (cross-sell, upsell, market access) - Synergy realization reporting and dashboard - Post-merger value assessment and lessons learned ## Templates & Frameworks ### Due Diligence Checklist ``` ACQUISITION DUE DILIGENCE CHECKLIST ==================================== FINANCIAL DUE DILIGENCE: [ ] Historical financial statements (3-5 years) [ ] Quality of earnings report [ ] Working capital analysis and normalized level [ ] Revenue recognition policy review [ ] Customer concentration analysis [ ] Debt schedule and covenant compliance [ ] Capex and maintenance capex analysis [ ] Tax position and exposure assessment [ ] Financial projection validation [ ] Off-balance sheet liability identification COMMERCIAL DUE DILIGENCE: [ ] Market size and growth analysis [ ] Competitive positioning assessment [ ] Customer interview and satisfaction review [ ] Product/service portfolio evaluation [ ] Pricing and margin analysis [ ] Sales pipeline and backlog review [ ] Channel and partner assessment [ ] Brand and market reputation review [ ] Regulatory and compliance risk [ ] Growth opportunity identification OPERATIONAL DUE DILIGENCE: [ ] Technology stack and IP assessment [ ] Product roadmap and R&D review [ ] Organizational structure and key personnel [ ] HR policy and compensation review [ ] Real estate and facility assessment [ ] Supply chain and vendor review [ ] IT systems and cybersecurity assessment [ ] Data privacy and compliance review [ ] Environmental, social, governance (ESG) review [ ] Operational risk identification LEGAL DUE DILIGENCE: [ ] Corporate structure and governance [ ] Material contracts review [ ] Litigation and claim assessment [ ] Intellectual property portfolio [ ] Regulatory compliance status [ ] Employment agreements and benefits [ ] Real estate and lease review [ ] Insurance coverage assessment [ ] Antitrust and regulatory approval risk [ ] Representations and warranties DUE DILIGENCE SCORECARD: Financial: [Score 1-5] [Key findings] Commercial: [Score 1-5] [Key findings] Operational: [Score 1-5] [Key findings] Legal: [Score 1-5] [Key findings] Overall risk level: [Low/Medium/High] Deal recommendation: [Proceed/Modify/Walk Away] ``` ### 100-Day Integration Plan ``` POST-MERGER 100-DAY INTEGRATION PLAN ====================================== PHASE 1: DAY 1 — DAY 14 (CRITICAL STABILIZATION) Communication: ✓ Joint announcement to employees ✓ Customer notification and outreach ✓ Partner and vendor communication ✓ Media and regulatory notification Operations: ✓ Day 1 systems access and connectivity ✓ Payment and payroll continuity ✓ Customer service continuity ✓ Critical contract transition Team: ✓ Integration management office (IMO) launch ✓ Functional integration lead assignment ✓ Key retention action for critical talent PHASE 2: DAY 15 — DAY 60 (INITIAL INTEGRATION) Finance: → Financial systems integration plan → Chart of accounts alignment → Combined reporting cadence → Budget and forecast consolidation HR: → Benefits comparison and decision → Organization structure alignment → Key role decision and communication → Cultural assessment and integration plan Technology: → IT systems integration roadmap → Data migration plan → Security and access alignment → Communication platform consolidation Sales & Marketing: → Combined go-to-market strategy → Customer overlap analysis and approach ✓ Cross-sell opportunity identification → Brand and messaging alignment plan PHASE 3: DAY 61 — DAY 100 (ACCELERATED INTEGRATION) Synergy: → Cost synergy initiative execution → Revenue synergy program launch → Procurement consolidation → Facility and overhead optimization Systems: → ERP/CRM migration execution → Technology stack consolidation → Data integration completion → Testing and validation Organization: → Final organization structure implementation → Performance management alignment → Culture integration activities → Change management program Governance: → Integration milestone review ✓ Risk and issue resolution → Synergy realization tracking → Lessons learned and adjustment MILESTONES: Day 14: Employee communication complete, systems connected Day 30: Integration plan finalized, quick wins delivered Day 60: Financial systems integrated, org structure finalized Day 100: Core integration complete, synergy tracking active ``` ## Integration Points - ERP systems (SAP, Oracle, NetSuite): Financial integration and reporting - CRM platforms (Salesforce, HubSpot): Customer and pipeline integration - M&A platforms (Krowz, DealCloud, Firmence): Deal pipeline and diligence management - Data rooms (ShareVault, Intralinks, Firmex): Document management for diligence - HR systems (Workday, ADP): HR integration and benefits management - Legal platforms: Contract and compliance management - Communication platforms: Employee and customer communication - BI platforms: Synergy tracking and post-merger analytics ## Edge Cases - **Cross-border M&A**: Foreign exchange risk; regulatory approval complexity; tax structure optimization; cultural integration across borders; transfer pricing implications - **Technology company acquisition**: IP and talent retention focus; technology stack integration complexity; open source compliance; data security due diligence - **Reverse acquisition (SPAC)**: Regulatory and disclosure requirements; public company readiness; PIPE financing; de-SPAC timeline management - **Divestiture/spin-off**: Carve-out financial statement preparation; customer communication; employee communication; operational separation; standalone readiness - **Integration failure risk**: Cultural incompatibility; key talent loss; customer attrition; synergy under-delivery; integration timeline overrun ## Output ### M&A Deal Dashboard ``` CORPORATE DEVELOPMENT PIPELINE — April 2025 ============================================= ACTIVE DEALS: Deal A: [Company] — $45M revenue, SaaS, strategic fit Status: Due diligence (Week 4 of 6) Expected close: Q3 2025 Valuation range: $180M-$220M (4.0-4.9x revenue) Risk level: Medium Key diligence finding: Strong customer retention, moderate tech debt Deal B: [Company] — $12M revenue, AI startup, capability add Status: Term sheet negotiation Expected close: Q2 2025 Valuation range: $60M-$80M (5.0-6.7x revenue) Risk level: Low Key diligence finding: Strong IP portfolio, key talent retention needed Deal C: [Company] — $89M revenue, market expansion Status: Initial screening Expected close: Q4 2025 (if proceeds) Valuation estimate: $400M-$500M Risk level: High (regulatory review expected) POST-MERGER INTEGRATION (ACTIVE): [Acquired Company — Closed Q1 2025]: Day of integration: Day 42 Integration milestone status: On track ✓ Employee retention: 94% of key talent retained Customer retention: 97% ✓ Synergy realization: $2.1M (18% of $11.7M target) Quick wins delivered: 6 of 8 planned HISTORICAL DEALS: Deals closed (last 3 years): 7 Total investment: $480M Deals successfully integrated: 7 (100%) Avg synergy realization: 87% of target Combined revenue growth: 23% CAGR PIPELINE METRICS: Active targets under review: 5 Initial outreach stage: 12 Screened/rejected: 34 Avg deal cycle (screen to close): 8.2 months Deal success rate: 38% (screen to close) ```