PRIVATE EQUITY – DUE DILIGENCE

Capstone provides insightful, real-time analysis for private equity investors concerning the policy-driven risks and opportunities presented to specific potential investments or for existing portfolio companies.  Our entire business is based on the ability to forecast regulatory events accurately, to look ahead rather than merely on the current state of affairs.  Our approach to regulatory and legislative due diligence is grounded in intensive review of public records – proposed and final regulations, comment letters, legislation, think-tank white papers, stakeholder position papers and a host of other sources.  We complement this research with outreach to a wide variety of key policymakers at both the federal and state levels and other stakeholders to engage in one-on-one conversations about the policy trends affecting a given company (on a no-names basis) or sector.  The result is a holistic, predictive view of the long-term policy outlook facing the target or the existing portfolio company.

A standard due diligence engagement is typically completed over a three- to four-week timeline.  During the engagement period, we outline policy-driven risks and opportunities and contact key policymakers and stakeholders, including legislators, regulators, lobbyists, activists, academics and trade associations.

OUR PROCESS

Capstone is process-driven.  We provide our clients with a unique and differentiated perspective on the specific regulatory and policy dynamics of interest.  We do not repeat past analyses – our process is run each and every time our clients engage us on a project.  We regularly test, update and re-analyze our theories to ensure we remain at the forefront of changing policy environments.  We regularly reach out to influential policymakers and experts to develop strong relationships and leverage their knowledge and expertise to supplement our research.  Because of our thorough process and unique insight, we are able to give an edge to our clients in the bidding process.  Our clients regularly win auctions, especially when regulatory changes are a driver of growth.

The quick read stage is the first phase of our due diligence process.  We offer an hour-long call at no change in which we walk through our initial take on policy drivers in a certain area and explain our capabilities in that field.  This quick read also enables our clients to judge how to best allocate their time.

In the proposal stage, we prepare a written scope to send to the client in which we lay out in more specific detail our thoughts on the policy area(s) of interest.  In our proposal, we detail who we are and why we are the best fit for this project, including what relationships we have and similar projects we have worked on before.  We also provide in-depth research and background of the regulatory landscape surrounding the target company, as well as the organizations we would reach out to in order to supplement our analysis.

The final report to our clients is a summary of the conversations and research we completed, and more. We highlight the most significant policy-driven risks and opportunities for the target company.  We explain our opinions on the policy landscape surrounding the potential acquisition in the short-, medium- and long-term, and detail any factors that we view as likely to mitigate the risks.  We arm our clients with knowledge of the regulatory risks they may face, which can have a material impact on their bid and in differentiating themselves from competing buyers in a crowded marketplace.

OUR SECTORS

Capstone leverages its relationships and expertise to give private equity professionals accurate analysis of the regulatory environment surrounding the financial services, energy, healthcare and for-profit education sectors and how it may impact current or potential investments.

US Financial/Business Services – Capstone has completed regulatory due diligence engagements concerning, among others, a prospective investment in a custodian for automatic rollover Individual Retirement Accounts (IRAs), alternative assets and private funds; a retail installment sales company; the regulatory landscape for a company in the securities lending industry; and the refinancing of a futures brokerage firm.  In all our due diligence projects, we review relevant federal and state regulations, as well as current and proposed legislation.  We have strong relationships and have held numerous one-on-one conversations with the Federal Reserve, key stakeholders in the consumer financial services industry, senior Consumer Financial Protection Bureau (CFPB) officials, former CFPB enforcement lawyers, Commodity Futures Trading Commission (CFTC) officials, and representatives of installment lenders, policymakers, company officials and industry participants.  We have researched key developments in the financial services space, including single counterparty credit limits (SCCLs), the leverage ratio, the liquidity coverage ratio, the Volcker Rule, fiduciary duty, the Qualified Mortgage rule and others.

European Financial/Business Services – Capstone has completed regulatory due diligence engagements in the UK and European financial services space, including but not limited to, the banking sector, debt purchasing firms, motor insurance providers and the pensions sector. In Europe, we cover a broad range of regulatory and policy topics in the Business Services sector, with recent work in the space ranging from opportunities arising from EU data protection initiatives (GDPR) to risks presented from global anti-tax avoidance measures. We have conducted a number of engagements for leading private equity firms to evaluate investment opportunities in the Governance, Risk Management and Compliance (GRC) and the Trust & Corporate Services (TCS) segments. As a result of these due diligence projects as well as from our ongoing coverage of these issues for our private equity clients, we have developed strong relationships with international, European and national policymakers as well as other stakeholders in the asset management sector, tax policy and fund services industries. Capstone has completed a number of regulatory due diligence engagements in Central and Eastern Europe, including Poland and Romania. Our London office maintains a network of local partners across Europe. We understand the importance of local experience and building relationships, particularly in Southern and Eastern Europe, which is critical to our process. Our expert contacts include current and former regulators, lobbyists, consultants and law firms on a variety of topics in countries including Belgium, France, Germany, Italy, Netherlands, Spain, the Nordic region, Poland, Romania, Greece, United Kingdom and Portugal.

Energy –  Capstone has completed numerous regulatory due diligence engagements in the North American energy space, including but not limited to, the power sector (natural gas, renewables, combined heat and power, battery storage, and fuel cells); upstream, midstream and downstream oil and gas investments; the biofuels sector (biodiesel and cellulosic); solar financing firms; and energy efficiency program administrators. Throughout our diligence, as well as our ongoing coverage of these issues for our private equity clients, we have developed strong relationships with supranational, federal, state and local policymakers, industry groups, environmental groups, academics and activists close to the power and oil and gas sectors. Our projects almost always entail substantial deep-dive work at the state and oftentimes local level, analyzing the risks and opportunities posed by state legislation and regulations, in addition to assessing the impact of municipal regulations and local-driven opposition to infrastructure projects, as necessary. As a result of our outreach, we oftentimes compile recommended best practices for the Target company to follow to ensure relationships with regulators and activists are upheld to the best extent possible. We have done extensive work in Texas, Colorado, California, Oklahoma, New York, New Mexico, and Massachusetts, among other states, and have strong contacts and experience analyzing policies and regulations from the Federal Energy Regulatory Commission (FERC), the US Environmental Protection Agency (EPA), the US Department of Interior (DOI), the US Department of Energy (DOE) and the Canadian National Energy Board (NEB). We also have experience covering the six major US competitive power markets—PJM, ERCOT, ISO-NE, CAISO, NYISO and MISO—as well as the Ontario, Alberta, and Quebec provincial power markets.

Healthcare – Capstone has completed regulatory due diligence engagements concerning, among others, an investment in a US employee benefit broker with significant exposure to the Affordable Care Act and state-based health insurance regulations; a US non-violent crisis prevention training program with significant exposure to Centers for Medicare & Medicaid Services regulations and state-based health insurance regulations.  In all our due diligence projects, we conduct numerous one-on-one interviews with policymakers and stakeholders involved in the health insurance space, including lobbying organizations, regulators, hospital accreditors, trade groups and consumer advocates.  We have strong relationships with staffers to senior members of the US Senate and House of Representatives, several of whom are sponsors of bills to alter health insurance tax policy, employer health reporting requirements and similar legislation.

Education – Capstone has completed regulatory due diligence engagements around, among others, an investment in a provider of pre-kindergarten education services, as well as the for-profit secondary and post-secondary education sectors.  In addition, we hold conversations with key stakeholders in the education sector at both the national and state levels, including senior advocates from education policy think tanks, congressional staff, labor-focused special interest groups, prominent academic researchers, the Center for American Progress, the Georgetown University Center on Education and the Workforce, the National Job Corps Association and the Career Education Colleges and Universities.

SELECTED PRIVATE EQUITY TRANSACTIONS

- Capstone LLC -

Washington DC

-Capstone Research Limited-

London