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Estimation of Costs for Corrective
Action
For a Fortune 500 chemical and specialty products
company, we conducted a review of a potential
acquisition with six manufacturing plants in France,
Spain, England, and the United States. This project
involved assessing each facility's EHS status,
conducting on-site sampling and analyses to characterize
potential contamination, developing technical
solutions, and preparing budget-quality cost estimates
for implementation of these solutions. The deal
was contingent on the costs involved in correcting
substandard conditions at each site, and we arrived
at detailed cost estimates for the more than 150
such conditions within a tight time schedule.
Review of Transportation Companies
For an investment company, we conducted acquisition
reviews of environmental risks at 18 railroad,
barge, and ship facilities throughout the United
States within a four-week period. This project
also involved overview environmental assessments
at over 65 additional facilities operated by tenants
of the acquisition candidate. These facilities
included solvent reclaimers, bulk fuel storage
sites, scrap metal operators, smelters, and mines.
Divestiture Review
For a large diversified Canadian paper, pulp,
mining, and metals company, we conducted a review
of three facilities about to be divested. This
review involved identification and estimation
of financial liabilities attributable to environmental
risks and evaluation of each facility's current
and past compliance status. This assignment, including
all necessary soil and water sampling and analyses,
was completed within three weeks of our client's
initial request.
Review of Hotel Properties
When a multinational holding company was planning
to acquire a luxury hotel chain, we were asked
by the company's law firm to conduct an environmental
due diligence assessment of a representative group
of hotels. Timing and coordination were critical
components of successfully completing this work.
Our environmental assessments were carried out
with two other firms who reviewed architectural
and asbestos liabilities. Thirty-two properties
in 17 countries were visited within a two-week
period. Environmental liabilities were expressed
in terms of the cost to remediate the hazards
found.
International Due Diligence
Environmental Assessment
Two large, international manufacturing corporations
had agreed to exchange their consumer electronics
and medical electronics businesses. We were retained
by one of the corporations (a French company)
to conduct environmental risk assessments at 28
facilities involved in the deal within a two-month
time period. We deployed assessment teams simultaneously
in Europe, South America, Southeast Asia, Mexico,
Canada, and the United States, and we followed
up our initial assessments by carrying out field
sampling at certain critical facilities to characterize
suspected on-site contamination. The results of
these assessments were captured in baseline reports
prepared in cooperation with the environmental
consultant of the other corporation.
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Third-Party Due Diligence
Assessment
A major pharmaceutical and specialty chemical
company was interested in buying a small, specialty
medical instrument company, but the smaller company
was reluctant to expose its people and operations
to direct due diligence review by the buyer. We
were retained as a third party to conduct the
due diligence review, providing our general judgments
to the buyer, but protecting the confidential
information of the smaller company, all according
to a protocol agreed to in advance by all three
parties. We assessed environmental and occupational
health issues, R&D management, U.S. Food and
Drug Administration (FDA) regulatory management,
operations, and general facility conditions in
this assignment.
Due Diligence Review of an
Oil Company
As part of a due diligence review conducted on
behalf of its stockholders, an independent oil
company faced with an apparently financially attractive
acquisition offer asked us to identify and estimate
the potential environmental liabilities associated
with past and present company operations. Because
the acquisition involved a stock swap, management
was concerned that significant environmental liabilities
could affect the desirability of the offer. Working
under an extremely tight deadline, our staff quickly
assembled publicly available information on more
than four dozen North American, European, and
Latin American current and past operations and
then identified likely liabilities.
"Red Flag" Assessment
A large petroleum company was on a fast-track
acquisition of a chemical company's four facilities.
We conducted a "red-flag" assessment
of environmental, occupational health, and safety
risks at the four plants in eight days, reporting
back to the Corporation Acquisition Team. The
assessment team identified one major environmental
cleanup problem, as well as several problems that
could have resulted in substantial future liabilities.
Divestiture Assessment of
a Paper Mill
When a major Canadian forest products company
was divesting a paper mill, the buyer wanted a
consultant to conduct an environmental due diligence
review of the facility. The seller asked us to
represent his interests during the review. Our
work involved overseeing the consultant's activities
during site inspections, interviews, document
reviews, and site sampling.
Due Diligence Review of a
Pesticides Plant
For an Indian chemical company, we conducted an
EHS review of a pesticides manufacturing facility
in the vicinity of Bombay. The purpose of our
review was to identify and quantify, to the extent
possible, the significant EHS risks associated
with current and historic operations that might
have a material financial impact on the future
owner.
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