Case Study 1

THE CHALLENGE:

• Transaction value ~$100 million
• Seller’s small management team of 6
• Deal was confidential and only known to management team; employees were only informed on closing
• Buyer’s due diligence team of 35 employees and advisors
• 475+ detailed diligence requests across 18 subject areas
• Asset sale – all customer agreements, licenses, material contracts had to be scrubbed for consents and other contractual obstacles
• Seller had to manage the transition of employment to Buyer of over 100 employees.

THE SOLUTION:

Utilizing our licensed DEAL DRIVER^SM platform, Flatiron did the following:

Managed the Data

• Created a comprehensive digital platform for Seller (organized for Buyer’s needs)

o captured, managed and optimized responsive documents
o presented data to Buyer in a transparent way
o collaborated with Buyer in an interactive, real-time environment.

• Mined the data using Deal Driver tools to extract actionable intelligence, including

o assignability of contracts
o exclusivity and competition restrictions
o IP rights
◦ Contract value
◦ Duration
◦ Customer location
◦ Indemnification obligations

Turned Documents into Data

• Organized Buyer’s due diligence requests and proposed representations and warranties into a live database of clauses.
• Clauses were linked directly to the associated Seller data (critical Deal data was always accessible to key decision makers).
• Additional requests, comments and questions managed in real time by relevant experts on the platform.

Turned the Data into Actionable Items in Real Time

• Leveraged Seller data (linked to associated Buyer requests) on Deal Driver to produce Seller deliverables:

◦ Collaborative and interactive diligence production
◦ Disclosure schedules
◦ Assignments and Consents lists

THE OUTCOME:

• Seller managed a massive due diligence project with a small team
• Continued day-to-day business operations.
• Deal closed successfully.
• Flatiron’s process produced better, more detailed, more organized information.
• Issues were surfaced, vetted and resolved early, without delaying the Deal
• Both parties appreciated database structure which optimized post-closing integration
• Logistics were handled efficiently, at a much lower cost than a traditional deal.
• Flatiron’s legal fee was less than half of the counter-party Big Law firm.