M&A & Investor Diligence for Hoteliers
Lesson 10 / 11The diligence Q&A

The three you can pre-empt

Of the 12 questions, three are the ones the buyer is using to test whether the seller is hiding something. Pre-empt them — answer them in the CIM or the management presentation before they are asked — and you signal nothing-to-hide. Let them be asked, and you signal something-to-defend even if your answer is fine.

Pre-empt #1: the comp-set RevPAR index narrative

Every buyer will pull the STR or HotStats comp-set report and look at the property's RevPAR index over 24-36 months. They want to see consistent index above 100 (the property outperforms its comp-set). If the index is below 100 or trending down, the buyer assumes operational weakness and prices accordingly.

Pre-empt by including the comp-set RevPAR index in the CIM with the full 36-month history and a narrative. If the index is consistently above 100, say so and credit specific operational decisions (e.g., "the property has indexed at 108-114 every quarter since the 2023 renovation; the index is driven by improved transient leisure ADR realization and a 4-point increase in direct-channel share"). If the index is below 100, explain why and what is being done (e.g., "the index dropped to 94 in Q3 2024 due to comp-set new supply opening; recovered to 102 by Q2 2025 through the rate-strategy revisions documented in management actions").

The narrative-first approach takes the question off the table. The buyer can still ask, but the answer is already in their packet and is the answer the seller wanted to give, not the answer extracted under pressure.

Pre-empt #2: the deferred capex line

Buyers always assume there is more deferred capex than the seller has disclosed. They run their own inspections, talk to the brand quality team, look at the FF&E reserve balance vs. historical spend, and back-solve to what they think is the real number. If the seller has been quiet about deferred capex, the buyer assumes the worst and prices accordingly.

Pre-empt by publishing a full 7-year capex plan in the CIM, with each item categorized: brand-required PIP, deferred maintenance, lifecycle replacement, growth/upgrade. Include the cost estimate, the planned year, and the funding source (FF&E reserve, owner equity, debt). Total it. Compare to historical capex spend. Show that the FF&E reserve is funded adequately to cover the routine items.

This document does three things: removes the speculation, shows the seller has been doing the capex planning work, and turns the conversation from "what are you hiding" to "is your capex schedule realistic." The second conversation is much easier to win.

Pre-empt #3: the management team retention plan

Every buyer worries about losing the GM, the DOSM, the F&B director, the chief engineer in the transition. These four roles represent the operational continuity of the property. Lose any one of them in the first 90 days post-close and the operating results take 6-12 months to recover.

Pre-empt by including a retention plan in the management presentation: who is staying, who has signed retention bonuses (typically 30-50% of base salary, paid at 12 months post-close), who is leaving and what the succession plan is, who the buyer would inherit a strong handoff from. The plan should be specific by name and role, not generic.

Including this signals to the buyer that the seller has thought about transition risk and has answers. It also locks in retention conversations early — by the time the deal closes, the four critical roles already have signed retention agreements and are aligned to the transition timeline. Buyers will offer to underwrite the retention bonus cost if the structure is well-designed; do not assume it has to come out of the seller's pocket.

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The three you can pre-empt · M&A & Investor Diligence for Hoteliers · OtelCiro Academy