---
name: ma-readiness-assessor
description: "Assesses an organization's readiness to execute M&A across seven dimensions — strategic clarity, deal team capability, integration track record, balance sheet capacity, governance and decision rights, cultural absorption, and post-close operating model — producing a weighted readiness scorecard, gap analysis, and prioritized remediation plan. Use when evaluating whether the organization is prepared to pursue acquisitions, before launching a corporate development function, or ahead of a board conversation about an active deal pipeline."
argument-hint: "[deal-thesis] [company-profile]"
allowed-tools: ["Read"]
---

# M&A Readiness Assessor

## Purpose
Produce a candid, dimension-by-dimension assessment of whether an organization is actually ready to acquire — scoring seven capability areas, exposing the gaps that most often derail deals, and delivering a prioritized remediation plan before capital and reputation are committed. Solves the problem of enthusiasm outrunning capability: most failed acquisitions trace to readiness gaps that were visible before the term sheet.

## When to Use
Invoke this skill when the user asks to:
- Assess whether the company is ready to pursue acquisitions
- Prepare for a board discussion about launching or expanding an M&A program
- Evaluate the corporate development function's maturity before an active deal
- Diagnose why past acquisitions underperformed relative to thesis
- Decide between building acquisition capability internally vs. relying on advisors
- Build the internal case (or caution) before signing an LOI or term sheet

## Inputs Required
Before starting, collect:
- **Deal thesis**: The strategic rationale — what M&A is meant to accomplish (market entry, capability acquisition, consolidation, talent, etc.)
- **Company profile**: Revenue, EBITDA, growth stage, sector, and organizational size
- **M&A history**: Number and size of prior acquisitions, and honest outcomes (met thesis / underperformed / divested)
- **Balance sheet position**: Cash on hand, net debt, existing leverage ratio, access to committed financing
- **Deal team composition**: Who owns corp dev, integration, diligence, and legal — internal roles vs. external advisors
- **Governance structure**: Who holds deal approval authority, board M&A experience, and current approval process
- **Target deal size range**: Typical or intended transaction size relative to the acquirer's size

If M&A history is empty (first-time acquirer) or financing access is unstated, treat integration track record as an unproven risk and assume no committed financing beyond stated cash. Note both assumptions.

## Instructions

### Step 1: Establish the Readiness Baseline
Frame the assessment against the deal thesis and deal size. A company ready to make $5M tuck-in acquisitions is not ready for a transformational merger. Calibrate every subsequent score against the *intended* deal, not M&A in the abstract.
- **Relative deal size test**: Target deal size as a % of acquirer revenue. Under 10% is absorbable; 10–30% is significant; over 30% is transformational and raises the bar on every dimension.
- **Thesis clarity check**: Can the stated rationale be defended in one sentence with a measurable outcome? Vague thesis ("grow faster," "add capabilities") is itself a readiness gap.

### Step 2: Score the Seven Readiness Dimensions
Score each dimension 1–5 (1 = critical gap, 3 = functional but fragile, 5 = deal-ready). For each, cite the specific evidence driving the score and the single most important gap.

**Dimension 1 — Strategic Clarity (weight: 20%)**
Is the M&A thesis tied to a defined strategy with acquisition criteria?
- 5: Written acquisition criteria (size, sector, financial profile, deal-breakers) tied to a board-endorsed strategy; a target screen exists
- 3: General direction agreed, but no explicit criteria or screening discipline
- 1: Opportunistic — deals evaluated reactively as they appear

**Dimension 2 — Deal Team Capability (weight: 15%)**
Is there a team that can source, diligence, and structure a deal?
- Assess coverage across five functions: sourcing, financial diligence, legal/contracts, valuation/modeling, and negotiation
- 5: Dedicated corp dev leader plus named owners for each function (internal or contracted); executed a deal in the last 24 months
- 1: No dedicated owner; leadership expects to figure it out per-deal

**Dimension 3 — Integration Track Record (weight: 20%)**
Can the organization actually absorb what it buys? This is where most value leaks.
- 5: Documented integration playbook, a named integration lead separate from the deal team, prior integrations that hit synergy targets
- 3: Some integration experience but ad hoc, no playbook, deal team also runs integration
- 1: No integration capability; first-time acquirer or a history of integration-driven underperformance

**Dimension 4 — Balance Sheet Capacity (weight: 15%)**
Can the deal be financed without endangering the core business?
- Compute pro-forma leverage: (existing net debt + new deal debt) / combined EBITDA
- 5: Deal financeable within a conservative leverage ceiling (under 3x for most sectors), committed financing or ample cash, no covenant risk
- 3: Financeable but stretches the balance sheet; reduces optionality
- 1: Deal size exceeds prudent financing capacity; would require dilutive equity or covenant-breaching leverage

**Dimension 5 — Governance & Decision Rights (weight: 10%)**
Is the approval process fast enough and experienced enough to win competitive deals?
- 5: Clear approval thresholds, board with M&A experience, a process that can move from LOI to close in a defined window
- 3: Approval path exists but slow or unclear; limited board deal experience
- 1: No defined thresholds; decisions bottleneck at a single individual; board unfamiliar with M&A risk

**Dimension 6 — Cultural Absorption Capacity (weight: 10%)**
Can the organization integrate people without losing them?
- 5: Prior successful talent retention post-close; explicit retention and cultural integration approach
- 3: Aware of cultural risk but no defined approach
- 1: History of post-acquisition attrition or no consideration of cultural fit

**Dimension 7 — Post-Close Operating Model (weight: 10%)**
Is there a decision on how the acquired entity will be run — standalone, integrated, or hybrid?
- 5: Explicit integration philosophy per deal type, systems/reporting integration plan, day-1 and 100-day operating plan templates
- 3: General intent but no operating plan
- 1: No thinking beyond close; assumes the target runs itself

### Step 3: Compute the Weighted Readiness Score
Multiply each dimension score by its weight and sum to a 100-point readiness index.
- **80–100**: Deal-ready — proceed, with named gaps monitored
- **60–79**: Conditionally ready — close the top gaps before signing an LOI
- **40–59**: Not ready — build capability before entering an active process; a live deal now carries elevated failure risk
- **Below 40**: Materially unready — pursuing M&A at this level is likely to destroy value

### Step 4: Gap Analysis
For each dimension scoring 3 or below, produce a gap entry with:
- **The gap**: What specifically is missing
- **Deal impact**: How this gap manifests in a real transaction (e.g., "no integration lead → synergies slip 6–12 months")
- **Severity**: Blocker / Serious / Manageable
- **Remediation**: The specific action, and whether it can be built internally or must be contracted

### Step 5: Prioritized Remediation Plan
Rank remediations by impact-to-effort. Distinguish:
- **Pre-LOI blockers**: Must be resolved before entering any active process
- **Pre-close fixes**: Can be built in parallel during diligence
- **Build-over-time**: Capability investments for a repeatable M&A program

### Step 6: Verdict
State a clear recommendation: proceed / proceed with conditions / build first. Name the two or three gaps that matter most. Do not hedge.

## Output Format
- **Structure**: Baseline framing → seven-dimension scorecard (as a table) → weighted readiness index → gap analysis → prioritized remediation plan → verdict
- **Length**: 1,000–1,400 words
- **Format**: Structured document with one scorecard table (dimension, score, weight, key evidence, top gap) and a ranked remediation list; prose for baseline and verdict
- **Sections**: Readiness Baseline → Dimension Scorecard → Weighted Readiness Index → Gap Analysis → Remediation Plan → Verdict
- **Tone**: Corporate development advisor to the board — direct, financially literate, willing to recommend against a deal

## Quality Checklist
Before delivering output, verify:
- [ ] All seven dimensions are scored 1–5 with cited evidence — no dimension left unscored
- [ ] Dimension weights sum to 100% and the weighted index is computed correctly
- [ ] Every dimension scoring 3 or below has a corresponding gap entry with a severity label
- [ ] Balance sheet capacity includes a pro-forma leverage calculation, not just a qualitative statement
- [ ] Remediations are sorted into pre-LOI / pre-close / build-over-time — not a flat list
- [ ] The verdict names the top 2–3 gaps and states a clear recommendation without hedging

## Notes
- First-time acquirers should default to a lower integration and cultural-absorption score until proven — enthusiasm is not a track record.
- The most common fatal gap is the integration/deal-team overlap: the same people who source and close a deal cannot also run the integration well. Flag this explicitly whenever detected.
- Relative deal size changes everything. A dimension that scores 4 for a tuck-in may score 2 for a transformational deal — always re-anchor to the intended transaction.
- When the readiness index lands in the 40–59 band and there is an active deal, recommend pausing the process rather than compressing remediation into diligence — parallel capability-building under deal pressure rarely succeeds.

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