STEP 4: Prepare the First 180-Days Project Plan & Statement of Work

● Using your own copy of the Due Diligence Request List, RM keeps track of the documents that the company is uploading to ensure that they have provided documents responding to everything they indicated they “have”. ● RM must stay in close communication with the pipeline company’s chosen DD POC to ensure the smooth and efficient upload of documents. If the company appears to be lagging in the pace at which it is finding and uploading documents, consider having the deal lead go sit with the company for a working session (or multiple working sessions) until the document upload process is complete.

STEP 2: REVIEW GATHERED DOCUMENTATION

These steps will be performed in parallel by the various subject matter teams. A team or team member will be assigned a tab to complete in the Due Diligence Project Plan and Checklists by the RM during the Prepare for Formal Due Diligence step. A majority of the work in this step is complete the checklist.

Outcomes:

● To conduct the fulsome DD review.  Document issues and updated findings are fully outlined in the Due Diligence Project Plan and Checklist. ● All diligence files saved in firm’s shared drive for record keeping purposes.

Process:

1. Legal team completes the Legal, Gov, Contracts tab (to be conducted by the local legal counsel). Findings should be documented in the correct row of the Legal, Gov, Contracts tab. Major issues or red flags should be immediately raised to the RM. a. Be sure the documents are current and be sure to communicate to the closing team anything that must be addressed immediately so as not to hold up closing. b. In addition, be sure to review shareholders’ agreements, corporate documents and other legal agreements to assess whether any third-party consents or approvals will be necessary for the proposed investment, due to the change of control of the company. Flag any third-party consents to the closing team, as these will be a long-lead item to obtain and must be included as a condition precedent to closing. 2. IM analyst and the SGS CFO complete the Financial, Accounting, Tax tab. Findings should be documented in the correct row of the Financial, Accounting, Tax tab. Major issues or red flags should be immediately raised to the RM. a. Be sure to reconcile the cash on the balance sheet with the bank statements to test the accuracy of the balance sheet; look at six months of statements in order to see cash flow management and cycles (i.e., is it a boom-and-bust business?). Evaluate processes for payments, sales and collection to understand the cycle of