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Of the deals Brookfield actively pursues, the most common reasons for walking away are a flawed revenue model or an unreliable counterparty, or when the development risk isn't justified by the potential return. This highlights a disciplined focus on downside protection and predictable cash flows.
Unlike equity investors hunting for uncapped upside, debt lenders have a fixed return and are intolerant to losing principal. This forces them to be paranoid about downside risk and worst-case scenarios. Their diligence process is often more thorough and thoughtful, providing a different and rigorous lens on the business.
For LPs, the primary benefit of pre-fund co-investments with emerging managers isn't just financial returns. It's a critical diligence tool to observe intangible qualities, such as a sponsor's discipline to abandon a flawed deal, which strongly correlates with long-term success.
Instead of walking away immediately upon finding inaccuracies, quantify the risk. Rebuild your business case assuming the worst probable scenario based on the discovered misrepresentations. If the deal remains net positive even with these new, pessimistic assumptions, it may still be a viable investment.
Brookfield's de-risking strategy focuses on eliminating market variables they can't control. They embrace execution and operational risk, where they have an edge, but work to structure deals that neutralize market risks like interest rate or commodity price fluctuations from the outset.
After working out 22 distressed joint ventures during the GFC, the key lesson was that partner quality dictates outcomes more than the deal itself. When things go wrong, good partners collaborate to find solutions, while bad partners create conflict, making even a good deal untenable.
When establishing a new M&A function, the primary challenge is getting senior leaders to move beyond broad statements and make concrete strategic choices about which opportunities to actively ignore. This focus is crucial for effective execution and prevents wasted energy on opportunistic, unfocused deals.
To counteract the natural pressure to "do deals," roll-up operators should build an overwhelmingly large target pipeline. Scarcity creates a "must-win" mentality, leading to poor decisions. An abundant pipeline makes it easier to say no to subpar opportunities and stick to the investment thesis.
Brookfield’s non-consensus investment in Westinghouse focused entirely on the downside, ensuring a good return through operational improvements they could control. The subsequent revitalization of the nuclear sector was a massive, asymmetric upside they hoped for but didn't need for the deal to succeed.
In the current late-cycle, frothy environment, maintaining investment discipline is paramount. Oaktree, guided by Howard Marks' philosophy, is intentionally cautious and passing on the majority of deals presented. This discipline is crucial for avoiding the "worst deals done in the best of times" and preserving capital for future dislocations.
If a compelling target company doesn't align with your M&A framework, don't just kill the deal. Use it as a prompt to re-evaluate your strategy. The target might be a sign that your initial assumptions were flawed. The choice isn't just "yes/no" on the deal, but "is our strategy still right?".