Pre-merger software and contract diligence

In diligence, the target's software estate is a black box. The financials show a spend line, not what sits behind it: which applications and compute services the target actually runs, what each one costs, which contracts commit the business past the close, and which renewals and true-ups land during the first year you own it. The number is visible. The exposure behind it is not.

That exposure is real. Contracts carry change-of-control and assignment terms that trigger on the deal. Auto-renewals fire in the middle of integration. Shared vendors sit at different prices on each side, so the combined company pays twice until someone consolidates. For an operator buying several companies a year, or a fund running diligence on a target, this picture has to be assembled by hand every time, and it is usually not finished before the deal closes.

We build the target's software and compute estate into one inventory from the contracts, invoices, and data in the data room, with no system access, so the work fits the diligence window and the limited access you get before close. From that inventory we quantify four things the financials do not show.

What the target actually runs, and what it costs. The forward commitment, meaning which contracts extend past close and every renewal and true-up due in the next twelve to twenty-four months. The contract risk, meaning which agreements carry change-of-control, assignment, or auto-renewal terms that the deal triggers. And the overlap with your existing stack, which is the duplicate spend you will inherit and the consolidation synergy you can count on.

You get a diligence read you can act on: what you are buying, what it costs going forward, where the contract landmines are, and how much of the spend is redundant against what you already own. The inventory is complete in one to three weeks, inside a normal diligence timeline, and it repeats cleanly across every deal for a serial acquirer or a portfolio.

Every deal is a different estate, with different contracts and different renewal dates, so we assemble the picture from what is actually in the data room rather than from a standard checklist, and we deliver it on the deal's clock. The output informs two decisions at once. The number, meaning what the software and contract exposure does to the valuation and the model. And the day-one plan, meaning what consolidates, what is at contractual risk, and what renews before you can get to it. For a fund or an acquisitive operator, the same method runs on every target, so each new deal starts with a clear estate instead of a black box.