GarethHoyle

Diligence

Why the 100-day plan is more important than the diligence itself

Diligence tells you whether to do the deal. The 100-day plan tells you whether you can make money on it. They're not the same thing — and most buyers under-invest in the second.

7 min readBy Gareth Hoyle

The diligence report is the artefact most buyers spend the most money on. They're right to. A bad diligence engagement can cost you the deal, or worse, get you into a deal you shouldn't be in.

I've started taking a position — partly from doing this work for a few years, partly from watching what happens after deals close — that the more important artefact is the 100-day post-deal value-creation plan. The diligence is about whether to buy. The plan is about whether you can make money once you have.

Most buyers under-invest in the second. The good ones don't.

The structural difference

Diligence is a backwards-looking document. It tells you what the asset has been, what it currently is, what risks exist. It's adversarial — the team running it is trying to find reasons not to do the deal at the price being asked.

The 100-day plan is a forwards-looking document. It tells you what the asset can become in the hands of the new owner, what the value-creation levers are, what investments need to be made in the first three months to set up the next twelve. It's constructive — the team building it is trying to find a defensible path to the returns the deal model assumed.

The two documents are produced by different mindsets. Sometimes by different teams. The transition from one to the other is where buyers most often drop value.

Why the gap exists

Three reasons buyers consistently invest less in the 100-day plan than the diligence.

Diligence happens before the deal closes. The plan happens after. Pre-close, the buyer has every incentive to invest in finding reasons the deal might not work. Post-close, the deal is done. The urgency is different. The clock that was ticking to close has been replaced by a quarterly earnings clock. The plan often gets built in less time, with less rigour, because the gating event is gone.

Diligence is structured. The plan often isn't. The diligence framework — financial, legal, operational, marketing, technical — is well-established. The 100-day plan, especially for digital assets, often gets built ad hoc by the operating team that's just inherited the asset. Without a structure, the plan becomes a list of things to do without a clear hypothesis about which things will actually generate value.

Diligence is paid for. The plan often isn't. Buyers pay diligence providers to produce the report. They rarely pay anyone equivalent to produce the plan. The plan gets built internally, often by people who have ten other things to do, in the first hectic weeks after close.

The result is a high-quality diligence report and a low-quality plan. The diligence got you safely into the deal. The plan was supposed to make the deal work. It often doesn't.

What a real 100-day plan contains

The plans that consistently work — across the deals I've seen post-close — share a structure (and almost always have to address the AI-search-exposure risk explicitly).

A defensible hypothesis about where value will come from. Not "we'll grow the business 50%". Specifically: organic traffic will grow X% by doing Y; paid efficiency will improve from A to B by doing C; pricing will move from £D to £E once F is true. Each lever has an owner, a timeline, and a test for whether it's working.

An investment line for the first three months. What gets spent, where, and what does the spend buy. This is the section that usually gets cut short. The honest version of most digital deals requires investment in the first three months that exceeds the asset's normal operating cost. Engineering, marketing, content, sometimes hires. If the plan doesn't include the investment, the plan isn't real — the buyer is just hoping the asset will improve on its own.

A risk register that's actually being managed. The diligence identified the risks. The plan should specify which of them get actively managed in the first 100 days, and how. A risk that was important enough to be in the diligence report but not important enough to be in the 100-day plan was probably never important.

A clear handover from the diligence team to the operating team. This sounds obvious. It often doesn't happen. The diligence team produces a 200-page report, hands it over, and walks away. The operating team reads the executive summary and gets on with running the asset. The detailed findings — the ones that informed the price — don't make it into the operating plan. The buyer paid for analysis they're not using.

The DD provider's role in this

I've started, as part of more engagements, building the 100-day plan as the closing artefact rather than the diligence report. The diligence work feeds it. The plan is the deliverable.

There are two reasons.

First, it's where the value is for the buyer. A 200-page diligence report that finds a 30% discount on the asking price is valuable. A 30-page 100-day plan that delivers a 50% improvement in the asset's earnings over the first 12 months is more valuable. Buyers, increasingly, see this.

Second, it changes the diligence work itself. When the team running diligence knows they'll also be involved in the 100-day plan, the diligence is done with more attention to actionability. The findings aren't just "here's what's wrong". They're "here's what's wrong, and here's what we'd do about it in the first 100 days post-close". That changes how the work is scoped.

What buyers should do

Three practical recommendations.

Scope the 100-day plan during diligence, not after. The plan should be a deliverable that's commissioned and budgeted at the same point as the diligence work. The two documents should be produced by overlapping teams.

Invest in the plan as if it's worth more than the diligence — because it usually is. The deal model is paying out over five-plus years. The diligence determines whether you do the deal. The plan determines whether the model works.

Hold the operating team accountable to the plan. A 100-day plan that's delivered, filed, and forgotten is useless. The plan needs an owner, a cadence of review, and a mechanism for changing it when the asset's reality differs from the assumptions. Most plans I've seen post-close are static documents. The good ones are living ones.

Why this matters for the broader DD market

The DD market has been competitive on the diligence side for years — buyers know what they're getting, providers compete on depth and price, the deliverable shape is broadly stable. The 100-day plan side is much less mature. The providers who can deliver both — who can take a deal from diligence through plan delivery into the operating cadence — are starting to differentiate themselves materially.

If you're a buyer commissioning DD work, ask the provider what they offer post-close. If the answer is "nothing, that's the operating team's problem", you're hiring the cheap version of DD. The expensive version, which is also the more valuable version, is the one that takes responsibility for whether the deal model actually delivers.

The diligence is necessary. It isn't sufficient. The plan is where the money is.

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