M&A Due Diligence

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A leading full-service energy logistics company operating a network of over 3,500 miles of crude oil, refined products and natural gas pipelines, 28 crude oil and refined products, truck and marine terminals, natural gas processing complexes, and other facilities. 

The Challenge

Client agreed to purchase natural gas gathering and processing assets, as a carveout from an unaffiliated company, expanding the client’s position in the gas midstream business, for $2.5 billion. Based on an internal assessment of the client’s own M&A capabilities, the client engaged DivIHN to plan and execute confirmatory IT due diligence to identify risks to the integration timeline, risks to deal value, and to provide key inputs into the IT integration plan.

Our Solution

DivIHN planned and executed confirmatory IT due diligence through questionnaires, document review, and in-person discussions with the Buyer’s IT team, the Seller’s CIO and other key personnel.

DivIHN assessed IT applications, systems and networks for the potential for “deal breakers” and elevated risk items.  We developed an overview and key insights into the systems supporting the divested business including concerns and potential complications for separating the business from its parent company.


  • Identified the scope and likely duration of integration and separation activities
  • Identified key requirements, especially regarding specialized and unique technologies, for IT Transition Services and longer-term IT operating services
  • Identified potentially material SOX compliance issues associated with the transition
  • Identified key risks and issues in areas such as deferred maintenance, physical security of systems and controls, technical documentation, and access to subject matter experts in proprietary and legacy technologies.

Buyer and seller were able to agree on TSA terms, long-term operating support arrangements, personnel retention, and applications and system migration plans without an impact on the deal value or timing of the closing.

Solution Areas