• Diligence of technology and financial services company, identifying operational risks
  • As part of a ‘take private’, provided an opinion on the issues and risks to projected income and potential liabilities of a business servicing financial, healthcare and capital markets

Project Mozart

Due diligence and risk in customer facing functions

Mozart comprises an FSA regulated network of independent financial advisors (IFAs), selling financial products to consumers, and software technology businesses, serving healthcare, banking and capital markets. Management team sought to create value by taking Mozart private. Historically, the technology business’s performance was variable, while the IFA network was undergoing change to meet better the challenge of operating in a regulated environment – it had, along with the rest of the industry, a track record of mis-selling. To underpin bid pricing, the Private Equity firm needed independent analysis of key assumptions and risks that were to be used in its evaluation of the opportunity. David was part of a team that identified serious risks, enabling the PE company to terminate the deal, rather than take unacceptable risks.

PwC undertook diligence to identify risks in the current business performance, assess the potential to release cash ‘trapped’ as regulated capital (liquidity available to pay future fines or compensation) and the impact of changes to operating models.

David was responsible for using his FS industry knowledge to lead diligence on the IFA network. His team assessed the impact of reduction in network size and changes to business model that removed some regulatory risk. David identified that there were two risks driving provisions, thus regulatory capital, (1) every time a policy is written there is a small but finite risk that in the future the contract will create a mis-selling liability and (2) there is a risk on each that the policy will lapse and commission will be clawed back. Management were able to demonstrate improved processes and controls for managing these risks relative to the past, but there remained the legacy from previous sales when controls were weaker. his legacy represented a major potential liability that could not be quantified.

In parallel, the diligence of the technology businesses did not reveal upsides to offset there risks. On the contrary, it identified significant issues with current trading performance of one division, which led to the deal being aborted, and Mozart issuing a profits warning. In practice the legacy mis-selling risks materialized, with Mozart being fined several years in a row, including one year where fines were 50% more than profit.