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M&A & Portfolio Consulting
We provide specialized benefits due diligence for private equity firms, venture capital funds, and family offices to identify hidden liabilities and quantify integration costs before deals close. Our comprehensive assessments cover benefits program evaluation, cost normalization, compliance risk review, and budget impact modeling under various integration scenarios.
Beyond due diligence, we seamlessly transition to serve your portfolio companies with ongoing strategic benefits consulting, ensuring continuity from transaction through post-merger integration and beyond.
M&A Due Diligence: Understanding Benefits Implications Before You Close
Mergers and acquisitions create enormous benefits complexity and risk. Target company benefits programs may have hidden liabilities, compliance issues, or structural problems that affect transaction value. Post-close integration challenges can undermine deal success if not properly anticipated and planned.
We provide comprehensive M&A benefits due diligence that identifies risks, quantifies costs, and informs transaction and integration strategy.
Pre-Acquisition Due Diligence
Comprehensive Benefits Program Assessment:
- Complete inventory of all benefits offered (active employees, retirees, executives)
- Plan design documentation and summary plan description (SPD) review
- Funding structure analysis (fully insured, self-funded, stop-loss arrangements)
- Current carrier and vendor contracts review
- Historical premium and claims cost analysis
- Enrollment and participation data examination
Financial Analysis:
- Benefits cost normalization and run-rate calculation
- Benchmark comparison against industry standards
- Cost trend analysis and forward projections
- Accounting treatment review (ASC 715, retiree benefits, etc.)
- Outstanding liabilities identification (retiree medical obligations, COBRA)
- Budget impact modeling under various integration scenarios
Compliance Risk Assessment:
- ACA compliance review (measurement, affordability, reporting)
- ERISA plan governance and fiduciary compliance
- COBRA and continuation coverage administration
- HIPAA privacy and security compliance
- Form 5500 filing accuracy and timeliness
- Required notice and disclosure distribution verification
- State-specific compliance across all locations
Hidden Liabilities and Risk Identification:
- Retiree medical and life insurance commitments
- Outstanding claims and IBNR liabilities for self-funded plans
- Pending or threatened litigation or regulatory actions
- Withdrawal liability for multiemployer pension plans
- Change of control provisions in executive agreements
- Union contracts and collectively bargained benefits
- Non-qualified deferred compensation obligations
Carrier and Vendor Relationship Assessment:
- Contract terms, renewal dates, and termination provisions
- Change of control clauses and assignment restrictions
- Performance issues or service concerns
- Relationship quality and continuity considerations
- Commission and compensation arrangements
Integration Planning Considerations:
- Program harmonization strategy and timeline
- Employee impact analysis and retention risk
- Cost to bring target benefits to acquirer standards (or vice versa)
- System integration requirements and costs
- Communication strategy and change management needs
- Regulatory approvals or notifications required
Post-Close Integration Support
Day One Readiness:
- Immediate post-close benefits administration continuity
- Payroll and deduction coordination
- Employee communication addressing benefits during transition
- Carrier and vendor notifications
- Compliance obligations management
Integration Strategy Development:
- Optimal timing for benefits harmonization
- Grandfathering and transition provisions
- Cost sharing and funding decisions
- Voluntary vs. mandatory changes
- Retention considerations in integration decisions
Integration Execution:
- New plan design and carrier selection if needed
- Employee communication and education campaigns
- Enrollment process management
- System integration and data migration
- Vendor transition and consolidation
Due Diligence Deliverables
Comprehensive Report Including:
- Executive summary of key findings and recommendations
- Detailed assessment of all identified risks and issues
- Financial analysis and cost projections
- Compliance findings requiring remediation
- Integration strategy recommendations
- Risk ranking and prioritization
Transaction Impact:
- Purchase price adjustment recommendations based on findings
- Indemnification and warranty language suggestions
- Escrow considerations for uncertain liabilities
- Post-close action items and timeline
Why M&A Benefits Due Diligence is Critical
Risk Discovery: Uncover issues before they become your problems post-close.
Valuation Accuracy: Ensure benefits costs are properly reflected in transaction pricing.
Integration Success: Plan integration before close, avoiding surprises and delays.
Compliance Protection: Identify and remediate compliance issues preventing successor liability.
Deal Structure Optimization: Inform transaction structure decisions based on benefits implications.
Whether you're the buyer, seller, or advising the transaction, our M&A due diligence provides the benefits expertise critical to transaction success.
Buy-Side Advising: Broker-Agnostic Consulting for Private Equity, Venture Capitol and Family Offices
Institutional investors face unique benefits challenges across their portfolio companies. Multiple broker relationships, inconsistent capabilities, fragmented purchasing power, and lack of enterprise-level expertise create inefficiency and suboptimal outcomes.
Vereo Partners provides buy-side advisory services specifically designed for private equity firms and their portfolio companies—delivering broker-agnostic strategic guidance that optimizes benefits across your entire portfolio.
Comprehensive Buy-Side Advisory
Portfolio-Wide Benefits Assessment:
- Complete inventory of benefits programs across all portfolio companies
- Broker relationship evaluation and capability assessment
- Cost benchmarking and competitive positioning analysis
- Compliance risk assessment across the portfolio
- Identification of optimization opportunities and quick wins
Strategic Broker Consolidation:
- Evaluation of consolidation vs. diversification trade-offs
- Optimal broker structure recommendations for your portfolio
- Competitive selection process for preferred broker relationships
- Negotiation of portfolio-level service agreements and fee structures
- Transition planning minimizing disruption to portfolio companies
Enterprise Purchasing Power:
- Aggregation strategies leveraging combined employee populations
- Carrier negotiations using portfolio-wide volume
- Vendor selection and contracting for shared service providers
- Stop-loss market strategies optimizing across multiple entities
- Cost savings quantification and value creation demonstration
M&A Due Diligence Support:
- Pre-acquisition benefits due diligence for target companies
- Post-acquisition integration planning and execution
- Carve-out strategy for divestitures
- Stand-up support for newly independent entities
- HR and benefits transition services management
Portfolio Company Support:
- On-demand strategic guidance for portfolio company leadership
- Best practice sharing across portfolio
- Benchmarking and performance tracking
- Compliance oversight and risk management
- Renewal strategy and carrier negotiation support
Platform for Value Creation:
- Benefits cost optimization driving EBITDA improvement
- HR infrastructure strengthening supporting operational excellence
- Talent attraction and retention enhancement through competitive benefits
- Exit readiness ensuring benefits house is in order for sale process
- Documentation and reporting supporting transaction processes
Why Private Equity Needs Broker-Agnostic Advising
Independence: We don't have existing broker relationships to protect or commission interests influencing recommendations. Our advice is purely in your best interest.
Portfolio Perspective: We think enterprise-wide, identifying opportunities individual portfolio company management may not see.
Speed and Efficiency: We understand PE timelines and deliver insights and recommendations at the pace your business requires.
Value Creation Focus: We frame everything through ROI and value creation lens—because that's what matters to PE sponsors.
Specialized Expertise: We understand the unique challenges of portfolio company benefits management, platform building, and transaction-related benefits issues.
Whether you're a PE firm with five portfolio companies or fifty, our buy-side advisory services optimize benefits strategy across your enterprise while maintaining the flexibility each company needs.
Experience the Vereo difference.
Contact us now to build a strategic advantage that sets your organization apart.