Desktop Due Diligence & Quick Valuation

Section Description

This course is structured into 6 applied sections:

Section I: Understanding Desktop Due Diligence in the M&A Process

● Define the pre-NDA decision gate and understand exactly what desktop due diligence should and should not produce
● Build a desk DD memo structure anchored by executive summary, red flag hypotheses, and a clear go/stop/park recommendation
● Apply the 3 level DD framework to allocate screening resources proportionally to deal risk

Section II: Desktop Due Diligence Core Analysis

● Source public and private company data without NDA access using SEC filings, paid databases, and third-party validation
● Conduct strategic fit assessment before touching financials, for both PE and corp., using business model and competitive position frameworks
● Evaluate revenue quality, margin dynamics, and balance sheet risk to distinguish structural performance from cyclical or cosmetic results

Section III: Red Flags and Deal-Breaker Hypotheses

● Identify operational red flags across IP dependency, customer concentration, supply chain vulnerability, and key person risk
● Spot financial red flags including accounting irregularities, cash flow divergence from earnings, and capex sustainability issues
● Uncover legal and regulatory exposure, litigation history, licensing gaps, ESG risk, before any confidential data is shared

Section IV: Quick Valuation in Practice

● Apply comparable company analysis using EV/EBITDA peer multiples against normalized EBITDA to build a fast valuation range
● Run a quick DCF using two-stage free cash flow modeling appropriate for the pre-NDA deal analysis context
● Use precedent transaction multiples to apply control premium logic and test whether current pricing reflects fundamental or momentum value

Section V: Go or Stop Decision and NDA Strategy

● Make a structured how-to deal go/stop/park decision with explicit rationale tied directly to desk DD findings and risk classification
● Write a purposeful NDA request that references desk DD completion, specifies information categories required, and attaches a market-standard draft
● Understand the formal gate logic connecting desktop due diligence to preliminary and full due diligence resourcing

Section VI: Writing Your Professional Desk DD Memo

● Build the complete desk DD memo across all eight components from biz intro and strategic fit to quick valuation and go/stop decision
● Download the professional Desk DD Report Template and Mutual NDA Template for immediate deployment
● Apply every framework to the Intel Corporation capstone project using real public data under MD-level time pressure

Real-World Case Studies

This course dissects critical historical deals to deliver actionable lessons in desktop due diligence discipline and pre-NDA investment screening.

Cisco Pre-NDA Deal Screening
Analyze how Cisco's acquisition framework demands a clear business case and strategic fit validation before any deal advances, mirroring the function of a desk DD memo as a fast, decision-grade gate document.

Microsoft Screens Strategic Fit for LinkedIn
Learn how Microsoft evaluated LinkedIn as a capability layer for Office 365 and Dynamics before running financials, illustrating why preliminary M&A assessment must start with strategic logic, not multiples.

HP Overpaid for "Recurring" Autonomy
Study how HP's failure to distinguish one-time hardware revenue from genuine software recurring revenue during desktop due diligence led to a massive write-down, a textbook case in revenue quality analysis.

Outside-In Diligence by McKinsey & Company
Apply McKinsey's outside-in quick valuation approach, using peer benchmarks and public signals to build a valuation range good enough for a go/stop gate without full model precision.

ESG Stress Test in Exxon's Megadeal
Discover how climate-transition risk reshaped strategic fit assessment in Exxon's Pioneer acquisition, demonstrating that ESG exposure can change go/stop logic even when asset-level economics appear compelling.

ADM's Accounting Irregularities Red Flag
Examine how inflated Nutrition segment profits without corresponding cash flow improvement signal accounting treatment risk, and why cash-based earnings reconstruction is essential in pre-NDA deal analysis.

And 3 more

What You'll Build

1. Desk Due Diligence Report
   Decision-grade memo structure covering business introduction, strategic fit, financials, quick valuation, red flags, and go/stop/park recommendation Eight-component framework that forces bottom-line-up-front clarity before any confidential data is requested Capital allocation filter that stops weak deals at desk level and protects IC bandwidth and senior team time
2. Mutual NDA Template
   Governance-grade NDA framework designed specifically for the transition from desktop due diligence to active preliminary diligence Defined confidentiality scope covering financial, strategic, technical, and ownership data with three-year survival and perpetual trade secret protection Process gate mechanics connecting desk DD go decision to clean-team access, data room entry, and management presentations

You will master the exact pre-NDA deal analysis architecture that prevents premature resource commitment, forces disciplined go/stop decisions at every stage gate, and protects negotiation leverage through structured information access.

This is an AI-assisted professional report writing module. You will draft a real investment memo and receive structured AI evaluation of your analytical quality, precision, and recommendation logic.

You will act as Senior Associate on the Corporate Development team at JCinus Partners, responding to an urgent MD request to evaluate Intel Corporation as a potential PIPE or buyout opportunity following its significant stock decline.

You must produce a 2~3 page professional Desk DD Memo by applying every desktop due diligence framework from the course:

• Assessing Intel's IDM 2.0 model, market share position, and strategic fit against JCinus investment themes
• Analyzing revenue trough-to-peak cyclicality, gross margin compression, and $20B annual capex sustainability
• Running quick valuation using EV/EBITDA peer comparisons against AMD, TSMC, and NVIDIA
• Identifying deal-breaker risks across foundry execution, AI competitiveness gap, and geopolitical exposure
• Delivering a clear GO, STOP, or PARK recommendation with specific triggers and next steps

Submit your memo and receive instant AI feedback
on analytical rigor, valuation logic, red flag identification, and decision quality!