Crescent Capital Advisors· Technology

Exit — Sell-Side Technology Diligence

Scenarios Our Clients Face

  • The last transaction in the GP's portfolio had a technology finding in buyer diligence that compressed the multiple by 1.2 turns. It wasn't a surprise to anyone inside — it was just never remediated and never disclosed.
  • The portco has a credible AI story but no documentation, no governance artifacts, and no way to show a buyer what the program actually 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 and nobody has run a sell-side assessment to identify what will be found — and what can still be fixed before it is.

What It Is

Running the buyer's technology diligence playbook against your own asset — before the buyer does. Find the gaps. Fix them. Pre-assemble the data room. Defend the multiple. The inverse of buy-side diligence, with the same rigor.

Exit on your terms. Multiple defended. Clean close.

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. Every finding becomes a negotiating lever. Findings discovered by the buyer — and not disclosed proactively — compress the multiple and signal management credibility risk. CCA runs the buyer's playbook first so you can fix findings and build the narrative 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 interrogation

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. Acquired at $500K ARR, scaled to $60M ARR through platform modernization and new SKUs. Positioned for exit. Lived both the buy-side and sell-side from the inside.

What Comes Next

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

Discuss how this applies to a portco.

Bring the asset and the thesis. We'll map this track to the specific gap and the first 100 days of work.