--- title: M&A Technical Due Diligence url: https://threeventures.com/m-a-technical-due-diligence/ description: A rigorous 6–8 week technical due diligence engagement built for backbone industry acquisitions - surfacing the operational and technology liabilities that don't show up in the financial model. updated: 2026-07-16 --- # Know what you're buying before you buy it **Working in Partnership with the Backbone of Our Economy - M&A** A rigorous 6–8 week technical due diligence engagement built for backbone industry acquisitions - surfacing the operational and technology liabilities that don't show up in the financial model. **Engagement at a Glance** - **6-8 weeks** — Fixed timeline tied to deal schedule - **Fixed fee** — All-in - **Site visit** — Required - we see what we're assessing - **Risk model** — Quantified, not qualitative [Schedule a Discovery Call](#tvContactForm) · [Download Overview](https://cdn-01.threeventures.com/website/prodb/downloadable/documents/catalogs/three-ventures-ma-technical-due-diligence-service-overview.pdf?v=1784210662) **Designed For:** PE-Backed Acquisitions · Strategic Buyers · Platform Roll-Ups · Backbone Industry Targets · Board-Level Validation ## The Problem We Solve Technology risk in backbone industry M&A is **systematically underpriced** Financial due diligence finds what's on the balance sheet. We find what's behind the firewall - the legacy systems, the operational technology risk, and the integration costs that weren't in the model. - **Core systems on life support** — Heavily customized ERPs, legacy dispatch systems, aging WMS platforms - nobody fully understands them, they run on end-of-life infrastructure, and the integration cost is real. It just never makes it into the LOI. - **Operational technology security exposure** — Fleet systems, building controls, SCADA, remote access - backbone operations have significant OT exposure that a standard IT security review misses entirely. - **Operational data that doesn't support the thesis** — The KPIs reported in the CIM versus what the actual systems show. The gap matters for the model - and it comes out either in due diligence or post-close. - **IP and licensing liabilities** — Software licenses that don't transfer, open-source code embedded in proprietary systems, IP ownership disputes in custom tooling or routing algorithms. What we consistently find — The average backbone industry acquisition has **$2–8M in unmodeled technology risk** - **82%** — of deals we assess have at least one critical technology risk not identified in financial due diligence - **3–5×** — the stated integration cost is what we typically find when core systems are fully scoped - **2-3 wks** — typical timeline for critical findings to emerge - fast enough to inform final negotiations ## How It Works Three phases. **No surprises.** We run a structured process tied to your deal timeline - fast enough to inform negotiations, thorough enough to hold up in front of an IC. 1. **Document Review** — Data room analysis, system documentation, IT and OT architecture, software contracts, licensing, IP ownership, security policies and incident history. · _Weeks 1-2_ 2. **Deep Dive** — Technical interviews with operations, IT, and engineering leadership; live system access; site walk and OT/field network review; operational data validation against reported metrics. · _Weeks 3-6_ 3. **Risk Report & Readout** — Findings consolidation, risk scoring and prioritization, integration cost model, executive and IC readout, negotiation support if needed. · _Weeks 7-8_ ## What You Get A DD report your IC **can rely on** Everything we produce is structured for decision-making - scored, quantified, and presented at the level of detail your investment committee needs. - **Core Systems Assessment** — Full inventory and technical assessment of ERP, WMS, TMS, dispatch, field service, and ancillary systems - including architecture, customization depth, and vendor support status. - **Technical Debt Quantification** — A dollar-value estimate of the technology debt you're inheriting - deferred upgrades, end-of-life systems, and custom code that will need to be maintained or replaced. - **OT / Operational Security Posture Audit** — Assessment of field and operational technology exposure, network segmentation, remote access controls, and cybersecurity risk - with a severity-ranked finding list. - **Operational Data Validation** — Cross-check of reported operational KPIs against source system data - confirming or adjusting the performance assumptions in your financial model. - **IP Ownership & Licensing Review** — Review of software licenses, IP ownership documentation, and open-source usage - identifying liabilities that don't transfer cleanly or require renegotiation at close. - **Integration Complexity & Cost Estimate** — A bottom-up estimate of integration costs - systems consolidation, data migration, network remediation - structured as a range with assumptions clearly documented. ## Ideal For The right engagement **for your deal** Designed for acquirers who need a credible, independent technology assessment fast enough to matter. - PE firms acquiring manufacturing, logistics, construction, or supply chain businesses - Strategic buyers adding operational capacity or capability in backbone industries - Platform acquirers rolling up sites and needing a consistent DD standard across deals - Boards and ICs requiring independent technical validation before approval - Deals where the seller's technology claims need to be verified, not assumed ### Engagement Details **Fixed Fee** — Tied to Deal Timeline - **Duration:** 6-8 months - **Pricing Model:** Fixed Fee - **Site Visit Required:** Yes - Weeks 3-4 - **Deliverable:** DD Report + Risk Model - **IC Presentation:** Available on request - **NDA / Confidentiality:** Executed at engagement start [Inquire About This Service](#tvContactForm) ## Ready to know what's **really inside the deal?** Every engagement starts with a 30-minute call. Bring your deal timeline and we'll tell you whether we can fit it. [Schedule a Discovery Call](#tvContactForm) · [Download Service Overview](https://cdn-01.threeventures.com/website/prodb/downloadable/documents/catalogs/three-ventures-ma-technical-due-diligence-service-overview.pdf?v=1784210662)