M&A and Portfolio Consulting
Specialized benefits due diligence for private equity, venture capital, and family offices to uncover hidden liabilities and estimate integration costs before close. Our assessments include benefits program reviews, cost normalization, compliance risk analysis, and budget impact modeling across different integration scenarios.
Beyond due diligence, we continue supporting your portfolio companies with ongoing strategic benefits consulting, providing seamless continuity from transaction through post-merger integration and beyond.
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
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