Pre-Close Diligence

Diligence that connects to purchase price, not just a checklist

Most technology diligence tells you what a company has. Ours tells you what it's worth, what it costs to fix, and what the value-creation thesis can actually support, so the deal team underwrites with confidence and the 100-day plan starts before close, not after.

Our diligence team has completed more than 300 buy-side and sell-side engagements. Alongside the advisory team, our bench includes data architects, AI practitioners, and cybersecurity specialists who build what they assess. That technical depth produces findings that are more precise, more financially grounded, and harder for a seller to reframe.

Impact Story

A PE Firm Got the Tech Validation It Needed to Underwrite a 3x Growth Thesis. In Two Weeks.

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How we help

Most technology diligence teams understand transactions. Ours understands the technology underneath them. That distinction matters in three specific ways.

Findings tied to financial impact. Every observation connects to a number: remediation cost, integration cost, revenue risk, or value-creation opportunity. The deal team gets a clear picture of what the current state costs to maintain, what it costs to fix, and what it can support for the thesis.

Technical claims that hold up to scrutiny. AI capabilities, proprietary software value, and data infrastructure quality are increasingly central to deal theses and deal pricing. Our practitioners can validate or challenge those claims at a technical level that general advisors cannot.

A direct line to the hold period. The diligence and the hold period execution are separate engagements. But when the same team understands both sides, the findings don't get lost in translation. The value-creation plan that comes out of diligence is one the hold period team can execute.

What we assess

AI Diligence

We assess the target's AI posture from two angles: what it can do with AI, and what AI could do to it. For capability, we evaluate data readiness, infrastructure, talent, and organizational maturity against the use cases that affect the thesis. For risk, we assess whether AI presents a structural threat to the target's product, service, or competitive position, and how quickly that risk could materialize. The output is a clear view of AI as both an opportunity to capture and a risk to price.

Technology Diligence

We assess the full technology landscape, including architecture, infrastructure, technical debt, team depth, and scalability, against what the deal requires. AI and data maturity are standard scope: we evaluate whether the capability behind the thesis is real, whether the data foundation supports it, and whether it holds up without the consultant who built it. Cyber risk is assessed the same way, quantified as a financial exposure rather than a checklist finding.

Every observation connects to the deal model: what the current state can carry, what it costs to remediate, and what integration or carveout complexity looks like before the term sheet is signed.

Proprietary Software Diligence / Proprietary Product Due Diligence

For technology-enabled companies, the software platform is often the most valuable and most misunderstood asset in the deal. We assess the codebase for quality, maintainability, architectural dependencies, and licensing risk, connecting every finding to what it means for the deal:

Can the platform scale to support the revenue thesis?
What does the DevOps organization behind it look like, and is it built to last beyond the current team?
Where is the differentiated capability, and is it defensible?

The output goes beyond what financial diligence surfaces: a clear picture of integration complexity, hold period investment requirements, and whether the technology can carry the commercial thesis to exit.

Operational Due Diligence

Cost structure, process efficiency, and vendor dependencies determine whether the value-creation thesis is executable and what it will take to get there. We assess SG&A against sector benchmarks, evaluate procurement and vendor relationships for concentration risk and savings opportunity, and identify where manual processes or functional gaps constrain hold period performance.

The output is a quantified picture of operational risk and opportunity before close: what it costs to fix, what it unlocks, and where the hold period work should start.

How we work

Every engagement is scoped to the deal. A technology-enabled PortCo with significant proprietary software gets different coverage than a services business running on packaged applications. A compressed timeline gets a different structure than a full buy-side process.

We work with the deal team before the engagement starts to understand the thesis, what's already known, and where the real risk lives. The engagement is built around that, not around a standard template applied regardless of what the deal requires.

Evaluating a target now?

Tell us about the deal. We’ll tell you where the real risks sit.

Pre-Close Diligence

How we help