Treasury Due Diligence: Avoid Costly Mistakes Before Signing

The deal team has reviewed the market, the management team, the customer base and the numbers.

The investment case looks strong. But there is one simple question that most of the time comes too late: What happens to treasury after closing?

Commercial, financial and legal due diligence receive more attention than treasury due diligence. Yet it can expose risks that affect liquidity, debt capacity and the first months of ownership. Recent European private equity research identifies the predictability of cash flows as one of the main obstacles to debt financing. That should put treasury higher on the transaction agenda.

What Gets Missed

A target may report healthy EBITDA and still create problems for its new owner. Cash may sit in the wrong entities. Local bank accounts may have unclear signatories. The business may depend on a single overdraft facility or one informal banking relationship. FX exposure may exist without a written policy. Intercompany loans may have grown over time without clear terms or repayment plans.

The data room may contain bank statements, debt schedules and financial reports. That does not always provide a working picture of how cash moves through the business every day.

A proper treasury review should answer questions such as:

  • Who controls the bank accounts?
  • Which facilities, guarantees and security arrangements will survive closing?
  • How much cash can the group access immediately?
  • Which currencies create material exposure?
  • How reliable is the short-term cash forecast?
  • Which treasury responsibilities sit with one person?

These questions do not slow down a transaction, but rather reduce the number of surprises after it closes.

The Question Nobody Owns

In many transactions, finance assumes that treasury belongs to the CFO. The CFO assumes that the local finance teams know the detail. The deal team assumes that the issue can be resolved during integration.

That gap will create risks in the long run.

After closing, the CFO may need to manage a new reporting structure, lender communication, integration decisions and the sponsor relationship. Asking the CFO to reconstruct bank relationships, design a cash forecast and set up an FX framework at the same time is not exactly the best use of that person’s time.

What Good Looks Like

The strongest buyers decide before signing who will own treasury on Day 1. They identify the information that must transfer from the seller, document the banking structure and assess whether the existing team has the capacity and experience to manage the new group.

Sometimes the answer is a permanent hire. Sometimes it is an interim treasurer who starts before closing, supports the transition and builds the foundation for the next phase.

The point is simple: treasury should be part of the investment plan, not an item added to the post-closing checklist.

At Treasurer Search, we work with PE firms and portfolio companies across the Netherlands, Belgium, Germany and Luxembourg. We help them find the treasury expertise they need before a transaction becomes an operational problem.

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