Exit: Sell-Side Technology Diligence

Scenarios Our Clients Face

• In the GP's last portfolio exit, buyer diligence found a technology issue that reduced the multiple by 1.2 turns. The team inside the company already knew about it. It had never been remediated or disclosed.
• The portco has a credible AI story but no documentation, no governance artifacts, and no way to show a buyer what the program produced.
• The data room technology section is a folder of vendor contracts and an old architecture diagram from 2022.
• Management has never been through a buyer Q&A process on technology. The CTO is technically excellent but not prepared to defend the platform in a 4-hour session with a buyer's technical team.
• The GP wants to go to market in 14 months. Nobody has run a sell-side assessment to identify what a buyer will find and what can still be fixed before then.

What It Is

We run the buyer's technology diligence against your own company before the buyer does. We find the gaps, fix them, assemble the data room in advance, and protect the multiple. It is the inverse of buy-side diligence, done to the same standard.

The aim is to find and fix technology issues before a buyer finds them, so they are not used to reduce the price.

When to Engage

• 12 to 18 months before anticipated exit
• When the process has begun and a technology finding could compress the multiple
• When prior transactions in the GP portfolio resulted in price adjustments due to technology findings
• When the portco has technical debt, compliance gaps, or security exposure that has not been remediated

How It Works

Buyers run technology diligence, and they use every finding in the price negotiation. A finding the buyer discovers, and the seller did not disclose, reduces the multiple. It also makes the buyer question management's credibility. CCA runs the same diligence first, so you can fix findings and prepare the technology story before the buyer arrives.

Assessment Scope (PRISM™ Sell-Side Edition)

The same five dimensions as buy-side PRISM, run from the seller's perspective:

• Portfolio Fit: Is the technology story consistent with how the business has been positioned?
• Risk Quantification: Which risks, if discovered by a buyer, become negotiating levers? Which can be remediated in 12 months?
• Infrastructure & Engineering: What will a buyer's technical team find? What's the story on technical debt?
• Strategic Data Assets: Is the AI/data story documented and defensible?
• Management & Execution: Can the leadership team handle a 4-hour buyer Q&A?

Deliverables

• Sell-Side PRISM™ Assessment: financially translated, from the buyer's perspective
• Finding Remediation Priority List: what to fix, in what order, by when, before the process starts
• Technology Equity Story Memo: narrative version of the findings, positioned for the buyer's thesis
• Compliance Artifact Package: SOC 2, HIPAA, CMMC documents pre-assembled
• Data Room Technology Section: pre-built, organized, annotated
• Management Q&A Brief: preparation for the buyer's technical questioning

Engagement Format

Duration: 4–6 weeks
Format: Document review + leadership interviews + written deliverable + GP readout
Best started: 12–18 months pre-exit to allow time for remediation

Proof Point

Services-to-SaaS transformation of a PE-backed analytics platform. The company was acquired as a small services business, and revenue scaled 120x through platform modernization and new SKUs. It was then positioned for exit. Our team worked on both the buy-side and the sell-side of that company from the inside.

What Comes Next

Post-assessment: Remediation program leadership → Technology equity story → Data room build → Management coaching → Clean close.