Both sides of the table.
We work for sellers and for buyers of software companies, never for both in the same deal. What we deliver is the same: an honest read of the technology and what it will cost to own.
We work for one side per deal.
In a given transaction we act for the buyer or for the seller, never for both. If a buyer calls about a company we are already reviewing for its owner, or the other way round, we decline without saying why, because the first engagement is confidential. When an advisor brings us in, we work for the party named in the engagement letter.
We have no stake in the companies we review and take no success fee. If we have any relationship with a company or a party to the deal, we disclose it before we start, and we decline if it could affect our view. What changes from one client to the next is the question we answer, not how honestly we answer it. The method is the same on both sides: six layers, one severity scale, a cost to fix for every finding.
Founders and boards.
You built the product and plan to sell in the next year or two, or a buyer has already called. You want to know what their reviewers will find, while there is still time to act.
Most founders sell once. The buyer's team has done it many times, and the technical review arrives in the middle of exclusivity, when every week of delay costs momentum. What goes wrong is rarely the code itself. It is a cloud account still in a co-founder's name, an early contractor who never signed an assignment, a framework that ran out of support, or the one engineer who knows billing.
Each of these is easy to explain with a plan and a cost attached. Found by the buyer, the same issue tends to become a lower price, a larger escrow or a special indemnity. Found by you, it is a line in a fix plan.
- Exit readiness when the sale is 6 to 18 months away: baseline, fix plan, monthly tracking and a mock review.
- Vendor due diligence before your advisor approaches buyers: a seller report and a buyer report from one review.
- A red-flag memo when an offer has arrived and you need a quick, honest picture.
- Q&A support during the sale, so your engineers keep running the product instead of answering lists.
Before you call
A rough timeline for the sale, whether an advisor is involved, a few lines on the product and how it is built, the size of the engineering team including contractors, and anything that already worries you. No documents before the NDA.
Search funds and independent sponsors.
Often a first acquisition, often with a lender and investors watching, and rarely with a technical partner in the team. You need a clear read before you commit, at a fee that fits the deal.
A searcher usually buys one company, with investor money, a personal reputation and often an SBA-financed loan at stake. The target is typically founder-run, and the founder is the main source of technical knowledge. The systems grew around one person's habits.
What goes wrong: the price assumes the product will run as before after the founder steps back, and nobody checked whether it can. Accounts sit in the founder's personal name, deployments are undocumented, a long-time contractor quietly holds the keys. Your lender and investors may want an independent technical opinion on file, and a short, specific memo answers them better than a long one.
- A red-flag memo before the letter of intent or early in exclusivity.
- Technical due diligence when the product is the business.
- A fix plan for the first 100 days and the first year that your investors and lender can read.
- A plan for moving the founder's technical knowledge to the people who will run the product.
- If you need hands after closing, PERETZ, our engineering partner, can do the fixes under a separate contract. Never a condition.
Before you call
The teaser or confidential information memorandum if you have one, the stage of the deal and the end date of exclusivity, who your lender is and whether they need to rely on the report, and what you know about how the product is built and who maintains it.
Private equity and strategic buyers.
Platforms and add-ons, carve-outs and integrations. You need the facts inside exclusivity, the cost of integration and a plan for the first 100 days.
The deal team knows the market and the numbers. The technology often arrives as a black box with a short window. What goes wrong: integration costs nobody priced; a carve-out where the product shares infrastructure, accounts and people with the parent; a security posture the insurer will not cover; a 100-day plan written before anyone read the code.
In a buy-and-build program the problem multiplies. Each add-on is reviewed a different way by a different firm, and the findings cannot be compared. One method across deals fixes that: the same six layers, the same severity scale and the same way of costing a fix, so the investment committee reads every report the same way.
The report is written for the deal team and the people who will own the product after closing. The summary feeds the decision and the purchase agreement; the fix plan feeds the 100-day plan and the budget.
- Technical due diligence with a findings register, cost ranges and a 100-day plan.
- Red-flag memos for smaller add-ons, at a pace that fits a buy-and-build program.
- Carve-out reads: what is shared with the parent, what has to be separated, and what a transition services agreement will need to cover.
- Points for counsel on representations, warranties and closing conditions that rest on technical facts.
- The same method across deals, so findings can be compared from one company to the next.
Before you call
The company name under NDA, the deal stage and exclusivity dates, the size of the product and team as you understand it, the plan in one sentence (integrate, scale, replatform), and whether a lender or insurer will ask for the report.
M&A advisors and brokers.
Your client's technology is often the part of the deal you cannot check yourself. We give you an independent technical read, report to your client, and never contact buyers or sellers without you.
Bankers, M&A advisors and business brokers in the lower middle market know how a technical review can slow a deal. Questions pile up, the client's engineers stop working on the product to answer them, and a finding that could have been fixed months earlier surfaces in the third week of exclusivity. Then you are negotiating against a problem instead of presenting a plan.
You need a reviewer who writes plainly, keeps to the timeline, and will not go around you. We agree with you and your client who sees what and when. Findings that need fixing go to the client first, and the buyer report states facts without marketing, which is what makes it useful in the data room.
- Readiness checks for sell-side clients before you take them to market: a red-flag memo or exit readiness.
- Vendor due diligence with a buyer report ready for the data room.
- Technical answers during the process, so questions do not stall the deal.
- Clear, fixed-fee proposals you can put in front of a client.
- Reports go to your client, with you copied as agreed.
Before you call
Your client's situation in a few lines, the planned launch date, the likely buyers (financial or strategic), and whether the client has its own engineers or depends on contractors. The first call can be with you alone, before the client joins.
Common questions.
Can you act for both the buyer and the seller?
No. In one transaction we work for one side only. If we are approached by the other side, we decline.
The seller commissioned vendor due diligence. Can a buyer rely on it?
Reliance for buyers is agreed case by case in writing, with the seller's consent. Some buyers read the vendor report and then order a shorter confirmatory review from a different firm. We will not do that second review on the same deal.
We are a search fund. Is a red-flag memo enough?
For a small deal or an early decision it often is. If the memo finds serious issues, or the product is the business, technical due diligence is the safer next step, and the work already done counts toward it.
Our lender wants a technical report. Can it rely on yours?
Reliance is agreed in writing in the engagement letter. Tell us early, so we can include it from the start.
Do you only review SaaS companies?
No. We also review e-commerce businesses, web and mobile products, and internal systems a business depends on. The six layers apply to any software a buyer pays for.
Do you work on deals outside the United States?
Our focus is US deals in the lower middle market. A target with engineers or hosting abroad is common, and we review it the same way. For a deal outside the US, ask us, and we will tell you honestly whether we fit.
Will you contact the other side directly?
Only through our client or their advisor, and only with consent. Interviews with the seller's team are arranged through the process, not around it.
Can our own engineers take part?
Yes. A buyer's technical lead often joins interviews, and on the sell side your team is our main source. We agree the roles when we scope the work. Start with a call.
Preparing a sale or looking at a target?
We reply within one business day. NDA before any documents change hands.