Who pays for due diligence when a deal dies, and how do you split it when it closes?
Yesterday I met with a group of fellow searchers (Amsterdam and Brussels) and we got stuck on a question we couldn't settle: how to handle the cost of due diligence. I woke up this morning still thinking about it, so I'd love your experience.
For a self-funded searcher, QoE, legal, tax and technical DD can add up quickly. Spend that on two or three deals that fall apart, and the search is in trouble before the right deal appears. If an investor funds DD instead, the searcher may feel pressure to close a weak deal just to avoid "wasting" their money.
Three questions:Walk-away case: when DD uncovers a real red flag and you stop, who carries the cost? The investor, the searcher (repaid from a later deal), or shared?
If the deal closes: who should end up paying for DD? Do you split the cost with the seller, push it into the purchase price, or pay the advisors at closing out of the deal funds? And is it better to pay DD providers at the end (deferred or success-based), or upfront?
Investor premium: if an investor advances DD money and the deal closes, what is fair in return? DD money is spent later and is lower risk than search capital, so I would expect a smaller step-up than in a classic search fund, maybe around 1.25x on the DD capital converting into deal equity. Does that match what you've seen, or are there better structures (first right to invest, staged DD budgets with caps after LOI and QoE)?
Even a one-line answer on any of the three helps. I'm also curious whether practice differs between the US and Europe.
I doubt I'm the only one dealing with this, so I'd appreciate any advice or experience, from searchers and investors alike. Happy to connect with anyone who wants to continue the conversation.
Thank you!