The Problem the Quick Look Solves
PE deal teams often make LOI decisions without any independent technology read. The seller controls the information flow. The banker’s CIM says what the banker wants it to say. The management team is prepping for a full diligence they hope arrives, not the sanity check they know they need. Full technology due diligence is the right answer once exclusivity is signed — but full diligence is a 3–4 week commitment and a fee that only makes sense once the deal is real.
The pre-LOI quick look sits in that gap. Five to ten business days of focused work, delivered before the LOI is signed, aimed at the technology findings most likely to produce a walk, a price adjustment, or an exclusivity-length change.
The engagement is written for three situations:
- Proprietary deals with informal early access, where the deal team has a management call and some financial detail but no technology view at all.
- Competitive processes where LOI timing is the constraint — there isn’t time or budget for full diligence yet, but signing the LOI without any technology read feels reckless.
- Deals where technology is not the acquisition thesis but the deal team wants a sanity check before writing the LOI, especially in cybersecurity-heavy or MSP-dependent targets.
What the Quick Look Covers
The quick look is deliberately narrow. It focuses on the four areas most likely to produce a walk-away finding or a material LOI adjustment in the pre-LOI window — not the full seven-area framework used in a complete diligence.
1. Cybersecurity Posture and Known Incidents
Public exposure check, breach history search, cyber insurance carrier and sub-limit review if disclosed, ransomware exposure indicators, and whatever the seller has volunteered about controls. The question is whether the target has an active or recent incident, an uninsurable cyber posture, or a control gap severe enough to change the deal.
2. MSP and Vendor Concentration
MSP identity and contract length if disclosed, cloud vendor concentration, critical single-vendor dependencies, and vendor lock-in that would constrain post-close options. Targets deeply entangled with a captive MSP or a legacy vendor without a clean exit path show up here.
3. Key-Person and IT Organization Risk
Who runs technology, how long they’ve been there, whether they are actively involved in the sale process, and whether the organization has any documented process or is entirely tribal. Key-person risk that would need to be priced or mitigated in the LOI shows up in this pass.
4. Headline Infrastructure and Application Red Flags
End-of-life infrastructure, unsupported operating systems, custom applications with no source-code access, undocumented on-prem systems that constrain a cloud thesis, and any deferred capex that materially changes the go-forward IT budget. This is a red-flag sweep, not an inventory.
What the quick look is not
The quick look is a filter, not a full diligence. It answers “is there anything here severe enough to change the LOI decision” and “what should the full diligence focus on if we proceed.” It does not produce the vendor-ready diligence report, the 100-day post-close plan, or the priced remediation roadmap that a full engagement delivers. Those are downstream of the LOI, not pre-LOI decisions.
Timeline & Process
A standard 5–10 business day engagement runs as follows:
- Days 1–2 — Intake and information request. Scoping call with the deal team, red-flag information request to the seller through the banker or deal team, review of the CIM and any technology material already shared.
- Days 3–6 — Focused review and management call. Four-area focused review of whatever information is available, plus a 60-to-90-minute call with the target’s IT lead if the seller is willing. Public-exposure and breach-history checks conducted in parallel.
- Days 7–10 — Memo and go / no-go. Short written memo delivered to the deal team: go / no-go recommendation, headline red flags with severity, LOI-terms suggestions if relevant, and a scoping recommendation for full diligence if the deal proceeds.
Faster turns are possible when the seller shares information quickly and the deal team can take a call within a day. Slower turns happen when the seller is protective — in which case the quick look becomes a read on what can be inferred from what the seller will not share.
Deliverables
- Pre-LOI memo (6–10 pages). Go / no-go recommendation. Four-area red-flag summary with severity. LOI-terms observations if any. Scoping recommendation for the full diligence.
- Deal-team call (60 minutes). Walk-through of the memo with the deal partner and any associates staffing the deal. Q&A on findings and their implications.
- Full-diligence scoping note. If the deal team plans to proceed, a one-page scope for the full technology due diligence with the areas most warranting extended attention, based on what the quick look surfaced.
Fee credits toward full diligence
If the deal proceeds and the same team engages Vertex CIO Advisory for the full technology due diligence, the quick look fee credits toward the full engagement. The intent is to remove the financial friction that keeps deal teams from getting a real technology read before committing exclusivity.
Scope Exclusions
The pre-LOI quick look is not:
- A substitute for full technology due diligence. The quick look is a filter, not a comprehensive assessment. Deals that proceed past LOI should engage the full buy-side diligence to produce the vendor-ready report and 100-day plan.
- A financial or QoE diligence exercise. Vertex CIO Advisory covers technology diligence only. Financial diligence, quality of earnings, and commercial diligence remain with the deal team’s existing advisors.
- A commitment to the seller. The engagement is confidential to the deal team. Findings are not shared with the seller or the banker unless the deal team elects to.
Fees and When to Engage
Fixed project fees, known upfront. Typical range $5,000–$15,000 for a 5–10 business day engagement. Fee credits toward full technology due diligence if the deal proceeds and Vertex CIO is engaged for the full work. No hourly billing. No contingent or success fees tied to close.
See our full pricing philosophy → — the reasoning behind fixed fees, and how the quick look sits between the assessment and the full diligence tiers.
The best time to engage is immediately after the deal team gets serious about the target and before the LOI is drafted. Once exclusivity is signed, the quick look loses its main purpose — at that point, the deal team should skip straight to the full diligence.