About Clear Diligence
Clear Diligence (CD) offers due diligence and project management services to companies seeking fast, thorough and accurate analysis on transactional matters. Our CD team works seamlessly with attorneys and corporate and legal deal teams to provide virtual data room (VDR) assistance, diligence project management, contract review and data abstraction services for buyers assessing a transaction and for sellers preparing schedules for representations and warranties in the purchase agreement, as well as other deal support services.
CD offers a distinct set of services in transactions due to our use of people, technology and processes:
Technology With the use of proprietary software built in Salesforce and the utilization of artificial intelligence (AI) and other third-party software, CD is able to manage large volumes of documents and streamline the diligence process, quickly producing customized diligence reports that are utilized by various teams on a deal, including corporate, regulatory, real estate and operations.
Staffing. CD onboards attorney reviewers and other professional staff with years of diligence and project management experience in the multimodal approach, which promotes clear and concise communication across a variety of channels, along with speed and efficiency in producing contract matrices and schedules.
Process. Developed over the course of decades, CD takes pride in its fine-tuned workflows, allowing the team to seamlessly enter at any phase in the deal process to streamline and close transactions.
CD SUPPORT SERVICES
CD offers buyer and seller training and diligence project support services to hospitals, physician practices and other providers, as well as private equity firms and other professional services firms.
Services are customized depending on the needs of the corporate, regulatory, real estate and operations teams, as applicable, as well as on the size of the deal, deal teamline and diligence resources. CD can be particularly valuable to clients where either party is new to the diligence and dealmaking process. Our experience with due diligence and skill at relationship building make the CD team an invaluable asset in guiding the buyer or seller through the diligence process.
Specific services include:
Virtual Data Room (VDR) Assistance CD can oversee and manage due diligence production or the VDR, including uploading documents and coordinating with representatives of all parties to populate and maintain the structure, viewing permissions and organization of the VDR. The process may involve a complete VDR buildout and uploading documentation in the proper order and format, along with training buyer or seller resources.
Contract Matrices and Schedules. CD's contract review process utilizes advanced software and tested systems for efficiently producing contract matrices and schedules in a powerful, easy-to-use format. For sell-side transactions, CD can conduct a preliminary review to ensure that complete active contracts are populated in the VDR, eliminating duplicates and "gaps" in contract data. In a more fulsome review – whether on the sell-side or buy-side – CD takes a deeper dive into the contracts to harvest information necessary to populate the disclosure schedules or the contract matrices as representations and warranties are negotiated.
Initial and Supplemental Diligence Requests. CD can distribute, track and collect requests and responses to initial due diligence as well as supplemental requests so that none are misplaced or duplicated. Responses are presented in an organized, comprehensive format with metrics regarding responsiveness to all of the diligence requests in real time. Diligence can be rapidly located, categorized as responsive and marked complete without overloading valuable resources. CD is solely focused on a service of completion of diligence as the transaction moves forward rapidly and smoothly to sign and close.
CASE STUDIES
Case Study 1
CD deployed two trainers to a large, multifaceted facility. We were on-site for several days, training six employees on the Diligence Request List and VDR diligence responses, exploring the facility's document management system to facilitate pulling diligence documents and reports with responsive seller training overview information more easily and rapidly, as well as by entity. Upon our departure, CD continued to serve in a troubleshooting role – by keeping the VDR organized remotely, as well as answering questions about the Diligence Request List and subsequent Supplemental Diligence Request List. CD was credited in an administrative post-mortem between the buyer and seller as being one of the highlights of the deal process and an invaluable resource in its completion.
Case Study 2
CD deployed three trainers on-site to the billing and collections contractor for a small owner-operator facility. Initially, CD was requested to pull, scan and upload the diligence responses and build out the VDR, but a lot of information was missing. In order to get the needed information, CD conducted team meetings twice per day, reviewing provided diligence and assigning out the remaining open questions. We then interfaced with the facility and unearthed a large number of responsive documents there, and trained one of their managers so that the flow of diligence production was uninterrupted. Three days later, CD had a fully populated Diligence Response List with only one open item and the VDR was ready to review. CD was a requested participant in the rest of the deal process by the seller because of the help provided and the relationship that developed while we were on-site.
Case Study 3
A publicly held hospital company needed to review all contracts associated with its acquisition of a multisite provider of diagnostic imaging and family practice services. CD reviewed more than 350 agreements, including medical services agreements, provider participation and other managed care agreements, employment agreements, leases, promissory notes, facilities agreements and equipment financing documents.
Case Study 4
A large hospital operator needed to unwind a joint venture with an academic medical center. In the divestiture, CD assisted the seller in identifying and resolving internal contract management issues, organized and assisted with VDR population of the contracts, and prepared the contract schedules for the purchase agreement in coordination with seller's counsel. The engagement included the review of more than 1,600 contracts.
PRICING
CD offers two billing models, which may be combined depending on transaction and the needs of the parties:
Hourly. Hourly services include seller diligence training, VDR assistance, diligence process management, production of contract matrices, assistance with contract disclosure schedules and contract management system integration. Hourly rates vary depending on whether the provider is a licensed attorney or other professional and the level of experience.
Bundled Services
Certain hourly services may be offered as a suite of bundled services at a flat rate for the transaction. For example, CD offers a two-day, on-site Seller Training bundle of services for a flat rate (plus travel expenses), including the following:
Pre-travel preparations, including meetings and conference calls with representatives of client, legal counsel and sellers
Travel to and from seller's location and conducting on-site meeting with representatives of seller, including VDR training, review of Diligence Request List, assessment of contract management system and developing an understanding of seller's diligence response capabilities
Preparation and delivery of an On-Site Training-Assessment Memo for client, summarizing the visit and any recommendations regarding resources, process and timelines
Because of the many variables involved, specific pricing is available whenever a proposal is requested.
