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Treasury Insights

Treasury Execution: Ensuring a Smooth Deal Close

After due diligence, the next phase of a corporate action is executing the deal. For a successful deal close, organizations need to evaluate their flow of funds and establish ownership changes.
Rhonda Kruman, Executive Director, Corporate Treasury Consulting, Commercial Banking
July 11, 2018

This article is the second article in a series covering corporate actions. To read the first article in the series, please view Is Your Treasury Organization Ready for an Acquisition? To read the second article in a related series covering treasury transformation, please view 5 Tools for Change: Identifying Treasury Transformation Opportunities.

As your organization approaches the targeted close date of an acquisition or merger, you should be prepared for a successful closing and smooth transition starting on day one. Ideally, your organization has already completed the process of due diligence before moving into the execution phase. During due diligence, you should have already carefully evaluated your and your target’s existing accounts and services, updated documentation and entitlements, and have an understanding of the changes you need to make and how to make them.

By now, you likely realize that successful execution requires more than simply having enough money in your account to cover a transaction. There are two main components for successful execution: orchestrating a smooth flow of funds and performing necessary ownership changes.

Developing a Funds Flow Plan

You need to determine how you will be funding the deal transaction. Identifying your plan ahead of deal close and sharing with your banking partners can help ensure a smooth process. Here are some key questions to consider:

  • Where are the funds coming from? Do you need to redeem investments or securities? Are monies being repatriated from another country? Are foreign currency exchanges required?
  • What time of day will your transaction close? Will this require building up cash prior to the close date?
  • What accounts will be used to support the transactions?
  • Do you have all necessary payment instructions to support the transactions (e.g., beneficiary information, banking information, currency and amounts)?

Determining Banking Systems

You will need to determine what bank systems will be used to move money for the deal close and review the transaction with your banking partners ahead of time.

  • Consider thresholds (e.g., dollar amount and user entitlement limits) that may exist in your system. Do they need to change for this transaction?
  • Perform penny test in advance, where possible.
  • Discuss your close event communication plan with banking partners. Be sure to include your preferred communication methods and frequency.
  • Understand what you need internally to confirm that the money movement you originated has processed. If you need the bank to assist in this, be sure to discuss this in advance.

Preparing a Contingency Plan

Even the best-laid plans run into unforeseen issues. From your systems to your employees, you’ll need a contingency plan for every critical part of the execution stage.

Confirm whether manual wires can be used in the event of a system outage—and if so, ensure you have detailed instructions for how to perform them. Additionally, determine back-up contacts for key participants internally and with your banks during the closing process.

Ownership and Authorization Changes

Before day one, you will have defined who has authority for all banking activities so that, post-close, your banks are able to make those changes. Banks rely on information on file, so it’s critical to make sure any organizational or ownership changes are formally recorded and shared with them.

Moving on to Integration

Congratulations—your deal has closed, monies are moved and you are now a larger enterprise. The opportunities to deliver efficiencies to your enterprise can now begin with your integration process.

 

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