Giving Real Estate Its Due: The M&A Due Diligence Process

Real estate’s impact on M&A success or failure is significant. The question is, do you want to control that impact before the deal is done or react to if after?

Though it’s often neglected during the M&A due diligence process – both in large-scale corporate M&A and private equity firm scenarios - real estate can play a pivotal role in M&A success. However, the work of analyzing real estate assets, including lease agreements, asset valuation, and portfolio integration opportunities is often undertaken after a deal closes, potentially leaving opportunity – and leverage –  at the negotiating table, while setting the stage for unanticipated complications, risks and costs that can erode the anticipated value of the M&A deal. 

Large-scale Corporate M&A
Behind labor costs, real estate vies with technology as an organization’s second largest expense category. Given such bottom-line cost and risk implications, many large-scale corporations do not consider real estate during their M&A due diligence process. There can be significant value in understanding the impact that real estate can have on protecting the intent and value of a strategic acquisition.
Private Equity Firms
Likewise, PE firms dealing in a variety of industry categories and transacting multiple companies per year would also be well-served by performing a comprehensive real estate portfolio analysis and opportunity assessment before they finalize a deal.
When real estate is not part of the due diligence analysis, several risks, hidden costs and missed opportunities may surface post-integration that can quickly erode value from the deal. The following are examples of issues that should be addressed in the pre-M&A due diligence process:

  1. Asset Discovery – Inaccurate portfolio baseline value and costs
  2. Asset Risks – Lease terms, environmental issues and market factors that may present future increases in occupancy costs and risks that may limit portfolio flexibility
  3. Redundancy – Locations within close proximity to one another that could be prime candidates for consolidation
  4. Business Alignment – Portfolio alignment with changing customer dynamics, advancing technology’s impact on operations, and future talent needs
  5. Integration – Cost and degree of difficulty to execute
  6. Divestment – Hidden costs or value associated with divestments

 At NKF, our approach to the M&A due diligence process focuses on the following objectives:

  • Understand M&A Intent. There is no ‘one size fits all’ when it comes to M&A; each deal is unique and drives a different set of strategic issues impacting real estate.
  • Optimize Portfolio to Drive Value. Establish a real estate optimization plan and gain consensus among all stakeholders to improve operating efficiency and overall profitability.
  • Perform a Full Risk Assessment. Review market conditions for expiring leases to understand impact on future costs; understand lease renewal terms, limitations and termination options for short and long-term portfolio planning.
  • Develop Clear Performance Measures. Identify appropriate real estate best practices and establish KPI’s to measure portfolio and individual facility performance
  • Ensure Successful Integration Planning & Execution. Create a high-level roadmap for effective resource planning and scheduling in support of potential portfolio and operational integration opportunities.
We are working to shift perceptions about real estate’s role in M&A activities and raise its profile in the due diligence phase. By leveraging market intelligence, real estate management best practices and data-driven analysis, we help clients to identify hidden opportunities, costs and risks to extract untapped value from every deal.

Auston Dimitry
Managing Director, Portfolio Strategy, GCS

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