Syndication
The post-mortem: what to learn before the next deal
When a deal closes out, win or lose, there is a last piece of work worth doing: an honest accounting of what actually happened versus what was projected. It is the cheapest education a sponsor and an investor will ever get, and almost nobody does it.
The deal is closed, the entity wound down, the final distribution paid. There is one more piece of work, and almost nobody does it: the honest post-mortem. Comparing what actually happened against what was projected, naming what went right and wrong and why, is the cheapest and most valuable education a sponsor or an investor will ever get, because it is paid for with a deal that already happened. This closes the pillar the way the pillar has run throughout, from both chairs, because the sponsor and the investor should each be running their own post-mortem, and they are looking for different things.
The deal already taught its lesson. The only question is whether anyone reads it before doing the next one.
The sponsor’s post-mortem
For the sponsor, the post-mortem is the difference between accumulating experience and merely accumulating deals. The honest questions are uncomfortable and specific. Where did the underwriting miss, and was the miss bad luck or a flaw in the model that will repeat. Did the business plan execute on schedule, and if not, why, and what would have caught it earlier. Were the projections honest, or did the deal make its numbers only because the market carried it despite the plan. How did the financing choices, the leverage, the rate structure, the refinance assumption, actually play out against what was assumed. A sponsor who runs this analysis honestly on every deal, especially the ones that worked, because a deal that succeeded on luck teaches a dangerous lesson if read as skill, gets sharper over time. A sponsor who never looks back repeats the same mistakes with more confidence.
The investor’s post-mortem
For the investor, the post-mortem is how passive investing becomes a skill rather than a series of bets. The questions are different from the sponsor’s. Did this sponsor deliver what they projected, and if not, how did they handle the gap. Was the reporting honest throughout, including through any trouble. Did the fees and the promote end up where the offering said they would, or did the final accounting reveal terms that read differently in practice. Would I invest with this sponsor again, and what did this deal teach me about reading the next one. An investor who runs this analysis builds, over several deals, the pattern-recognition that separates sophisticated passive investors from people who simply wire money to whoever pitches well. The post-mortem is where the last deal educates the next investment.
The structuring consequence
For the sponsor, the discipline is to run an honest post-mortem on every deal and to be hardest on the ones that succeeded, because unexamined success is how a sponsor mistakes luck for skill and carries a hidden flaw into a bigger deal, and the cost of the analysis is a few hours against a deal that already paid for the lesson. For the investor, the post-mortem is how the whole exercise of reading a deal, everything this pillar has covered, actually improves: each closed deal is a graded test of the judgments made going in, and reviewing it is how the next set of judgments gets better. This pillar has read every stage of a syndication from two chairs, and it ends where the learning compounds: the deal is over, the lesson is paid for, and the only waste is not to read it before the next one begins.