Asset Due Diligence

Client: The Carlyle Group
Countries: US, Netherlands, China, Brazil, Hungary, India
Role: Multi-country Merger & Acquisition Due Diligence
Purpose: To conduct site assessments and environmental liability estimations to support Carlyle’s acquisition of Allison Transmissions, a $5.75 Billion spin-off from General Motors.

Outline / Scope of Works:

The Carlyle Group needed to understand the global environmental issues associated with the potential acquisition of Allison Transmissions. General Motors was conducting an auction process that was targeted to last three to four weeks. The Inogen global team needed to evaluate a large volume of documents in a virtual data room and conduct site visits to develop estimates for environmental liabilities in this short period of time. Additionally, the team needed to understand the various operating permits required for each country and assess the compliance of each operating site relative to the regulatory requirements. Finally, the team was asked to develop a gap analysis to illustrate key areas of risk on a post-acquisition ownership and develop a set of recommendations to close these gaps.

Outcome / Client Benefits:

The Inogen global team delivered the needed information and professional opinions to Carlyle’s deal team that enabled them to model the impact of environmental issues in their pro-forma financials. This information helped Carlyle’s deal team craft a negotiating strategy to structure indemnity provisions in the purchase-sale agreement to protect their downside risk.

The gap analysis provided Carlyle with a clear action plan to manage all environmental issues after the deal was completed.

With the confidence of our team’s analysis, The Carlyle Group submitted their bid for Allison Transmissions and was selected the winner of the auction process.