Working in Partnership with the Backbone of Our Economy - M&A
Know what you're buying before you buy it
A rigorous 3–4 month 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
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
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.
Document Review
Data room analysis, system documentation, IT and OT architecture, software contracts, licensing, IP ownership, security policies and incident history.
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.
Risk Report & Readout
Findings consolidation, risk scoring and prioritization, integration cost model, executive and IC readout, negotiation support if needed.
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
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.
