Case Study 1

 

Sale of SaaS company to a public company Buyer

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Turning Documents into Data

Turning the Data into Actionable Items

Managing the Data

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 DRIVERSM 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.

Do you have a deal in your future? Get in touch and we can help you make it happen.

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