Here is an uncomfortable observation from two decades of walking into other people's factories: nobody pays $11.75 billion for castings. GE Aerospace's cheque for Consolidated Precision Products buys capacity – plants full of airfoil and structural castings – against an industry backlog of nearly 17,000 aircraft, because buying capacity is faster than building it. Speed is the whole strategy. But somewhere this week a quality director has inherited foundries they have never walked, and the data room that justified the multiple held audited EBITDA, customer contracts and an operational-adjustments line. The one document that would have told them what they actually bought – an NCR ageing report – never travels with a deal. It travels with the escape rate. And from closing day, the escape rate carries the acquirer's name.
What the data room never prices
Deals are priced on EBITDA and marketed on synergies. Quality appears in that arithmetic once, as scrap and rework inside cost of goods – and in a well-prepared vendor pack it has already been normalised away. What the model never carries: the open 8D log with dates and customers attached; standing concessions quietly re-issued each year; escape history and what it actually cost. I inherited one operation where third-party sorting at three customer sites ran €60,000 a week before anyone classified it as a quality cost. It sat in customer support, next to the expedited freight.
I can price what is missing because I have paid the other price. At SNOP I built the QA/QC department of a 900-person greenfield plant from an empty building – calibration chains, laboratory capability, control plans, a bench of trained auditors. Eighteen months before the system was genuinely self-sustaining, and that was starting clean, with no inherited habits to unwind. Later, leading quality across a 2,000-plus workforce on multiple sites, I measured the spread between the best plant and the worst operating under the same certificate. Same paper, different factories. The certificate proves the manual. It has never once proved the floor.
What transfers – and what doesn't
Some assets cross the deal boundary cleanly. The EN 9100 certificate belongs to the legal entity and survives a change of control, provided the certification body is notified and the system keeps running. Nadcap merits for heat treatment, non-destructive testing and chemical processing attach to the facility and the process – expect those auditors early, because special processes draw scrutiny exactly when the name over the door changes. The customer layer is different. Source approvals, delegated release rights, approved-supplier status: most aerospace contracts carry change-of-control clauses, and re-approval cycles run in months. None of it sits in the synergy line.
Then there is what no clause covers. Every mid-sized castings supplier I have audited ran on two or three individuals – the metallurgist who knows why the furnace recipe drifts in humid weather, the quality engineer who can read a customer's SQE down a phone line. Lose them in month three and the acquirer has bought a documentation set. That paper-versus-real gap is invisible from a data room. Walking into certified plants cold, as senior quality director at WITTE and later at SNOP, I learned to trust the VDA 6.3 lens over the certificate wall. The certificate tells you how the plant performed on audit day. The concession register tells you how it has been living since.
The multiple prices what the plant earns. The NCR log prices what it owes.
The first ninety days nobody budgets for
Integration budgets pay for lawyers, ERP migration and town halls. The first ninety days of quality integration cost less and hurt more, and they begin before anyone touches the org chart. Walk the floor first – every shift, every furnace. Rebranding a quality manual is the cheapest integration in consulting history and worth exactly that.
- Read the last hundred concessions. The actual paper, not the summary. That is where you learn what the plant has quietly stopped being able to make to print, and which customers have learned to accept it.
- Q-Wall the interface points. Incoming material, casting-to-machining handover, the ship gate – physical walls where defects stop, with a named owner at each one.
- Run QRQC daily on the top escape families. One problem, one hour, one owner, countermeasure verified at the station, not in a meeting room.
- Put an A3 behind the three chronic NCR families – money and a date on each – and retire inherited concessions on a published schedule instead of renewing them by habit.
That last point is not housekeeping. At SNOP, daily QRQC discipline and deliberate concession retirement delivered a 70% reduction in defect costs and a quarter with zero critical customer escalations. At WITTE, the same machinery – QRQC, A3, Q-Wall – drove failure costs down by a margin the business felt. A concession renewed is quality debt refinanced in the acquirer's name, and from closing day the acquirer's name is on the escape.
Key takeaways
- Demand the NCR ageing report and the open 8D log with the same standing as the EBITDA bridge – count, age, customer, containment status.
- Map change-of-control triggers on customer source approvals and Nadcap special processes before close; re-approval cycles run for months and they gate shipments.
- Fund the first ninety days as a real workstream: floor walks, the last hundred concessions, Q-Walls at interface points, a VDA 6.3 read of the acquired system before any rebranding.
- Retire inherited concessions on a schedule. Every renewal is quality debt refinanced at the acquirer's credit rating.
Capacity can be bought in a quarter – that is precisely why the primes are buying it while 17,000 aircraft wait. A quality system cannot be bought at any multiple. It is either compounding credit or compounding debt, and from the day the cheque clears it compounds in the acquirer's name. A record backlog forgives schedule every single day: customers queue, they wait, they negotiate. It never forgives an escape, because an escape is the one defect that got past every wall and into the fleet. GE bought the foundries. The open 8Ds came free – free to acquire, very expensive to keep.