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
- 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.
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
◦ 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
- 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.