EHS Due Diligence for M&A: What Actually Happens

I'm in the middle of one right now. An international PE firm is acquiring a multi-site manufacturer, and I'm responsible for the EHS remediation side of the deal on several of the target sites. It's the kind of work where you learn fast what matters and what doesn't.

If you've never been through an EHS due diligence, or you're about to face one for the first time, here's what the process actually looks like from the operations side.

The DD Report Lands — Now What?

A third-party environmental firm (in this world, it's usually someone like Ramboll, ERM, or Arcadis) produces a report. It's thorough. It covers every site in the portfolio. Each "Issue of Concern" gets a risk rating, a cost estimate, and a recommended action.

The problem is that these reports are written by consultants who visited your site for a day or two. They're working from what they could see and what you told them. Sometimes they nail it. Sometimes they flag something that's already resolved, or miss something that's actually a bigger deal than it looks.

Your job — if you're the site EHS person — is to take that report and turn it into a real action plan. That means figuring out what's already done, what needs a vendor, what needs a study, and what needs money.

The Pieces That Slow Everything Down

In my experience, these are the things that consistently cause delays:

• Air emissions permitting. If your facility has never evaluated whether it needs an air permit, you're behind before you start. The study alone takes months to scope, perform, and get results. Start here.
• Wastewater compliance issues. If you've got an active NOV or permit exceedances, that's going to be front and center. The acquirer's team will want to see a capital plan, and "we're working on it" isn't good enough.
• Asbestos surveys. Buildings built before the mid-80s almost always have ACM somewhere. If your last survey was limited in scope, the DD team is going to want a comprehensive one. Get ahead of it.
• Documents that don't exist. Phase 2 reports that were done but never filed. Vendor letters that prove an exemption but nobody saved the PDF. Tier II reports that cover one chemical but not the rest. The amount of time I spend chasing paperwork that should already be on file is genuinely painful.

What I'd Tell Someone Going Into This

Get your vendors engaged early. Like, the moment you know the DD is happening. Environmental consultants, IH firms, engineering assessment companies — they all have lead times. If you wait until the DD report drops to start making calls, you've already lost weeks.

Build a tracker. A simple spreadsheet with every issue, who owns it, what the status is, and when it's due. Update it weekly. The acquirer's team is going to ask for status updates, and "let me check" is not the answer you want to give.

And be honest about what you don't have. If you don't have a permit, say so. If the survey was limited, say so. Trying to paper over gaps just creates bigger problems during closing.

The whole thing moves faster when everyone knows where they stand.