Buy Side Quality of Earnings for Software Company

Virtas Partners was engaged by a Romanian-based software company to perform sell-side report reviews and light-touch buy-side diligence on two separate potential acquisitions, in parallel.

Client Need

Our client was evaluating two separate acquisitions in the software development space, both with prepared sell-side due diligence reports and materials. The client sought an experienced advisor to quickly conduct sell-side material reviews and buy-side due diligence on both acquisitions at the same time, providing client-advantageous advice and deal insights.

Our client also required assistance in understanding US accounting policies and deal structure as both potential acquisitions were US-based.

Tailored Solutions

  • Conducted scoping calls with client at the start of engagement to ensure alignment on key areas of focus/concern unique to each acquisition.
  • Detailed review of both sell-side due diligence reports and supporting virtual dataroom documentation and developed insightful questions and discussion topics which were discussed on calls with each sell-side advisor and respective management teams.
  • Prepared two deliverables for client which provided our views on each sell-side report’s presented EBITDA adjustments and overall financial performance and communicated actionable deal advice and next steps.
  • Assisted client with understanding nuances of US accounting policies and related transaction treatment around deferred revenue and capitalized internal labor costs.

Value to client

  • Provided the client with a trusted industry expert to support decision-making with detailed diligence findings.
  • Created deal value by critically reviewing sell-side materials from a buyer-advantaged perspective.
  • Deployed teams quickly to run two separate acquisition reviews in parallel to meet client’s timing needs.
  • Leveraged US deal dynamic and accounting policy expertise to assist foreign client with US-based transactions.

Capabilities

  • Financial Due Diligence
  • Deep industry, business model, and functional experience
  • Focused and efficient review of prepared sell-side materials
  • Rapid deployment of deal team, delivering insights and reporting on two separate transactions in tandem
  • Knowledge of US accounting policies and deal structure