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  • Writer's pictureAgu Aarna

Vendor Due Diligence (VDD): Bridging the Gap Between Asset Value and Market Perception

Earlier this year we saw how private equity dry powder has soared to new heights. As reported by S&P Global Market Intelligence in July this year, the global private equity (PE) dry powder reserves reached a record ~$2.5 trillion.

Recent deal flow analysis (according to PE Hub) of 2023 Q1-Q3 shows that global PE deal activity has only marginally increased, e.g., ~2.5% YoY compared to 2022 Q1-Q3. The deal value, however, has taken a considerable fall during the first 3 quarters this year - a whopping ~40% - with tech being the hardest-hit sector!

The low deal value could suggest a lower mid-market play. However, as we’ve seen in our network, an important component here could also be the significant dissonance between the buyer's price expectation within the current economy and the asset's real value. Simply put, the potential sellers are waiting for the market to improve and valuations to increase, securing a worthy exit, while buyers are looking for lucrative undervalued assets to acquire. Notably, this conundrum comes down to the ability of PEs to maintain healthy balance sheets and thus offsetting LP pressure to liquidate assets.

Here are our thoughts on how one could nudge the buyer's expectations closer to the asset's true value, specifically through a tech company lens.

Company Valuation - a Private Equity Sellers Struggle

In the current challenging landscape of a bearish economy, private equity firms seeking to sell tech companies often grapple with a significant discrepancy between the perceived market value and the internal worth of their assets. The primary concern for sellers revolves around how to ensure that potential buyers accurately recognize and appreciate the true value of a tech company. The prevailing market sentiment tends to undervalue these entities, creating a formidable obstacle for sellers striving to secure a fair and justifiable price for their assets.

To address this critical issue, the implementation of Vendor Due Diligence (VDD) emerges as a practical and effective solution. By conducting a thorough VDD process, sellers can present buyers with a comprehensive understanding of the tech company's current business plan, ongoing tech initiatives, and associated costs. In particular, we’ve found that among other more standard information, a contemporary VDD report should include the following aspects critical to understanding asset value:

  • High-level outline of R&D spend and association with key roadmap initiatives

  • Headcount requirements supporting key roadmap initiatives

  • Depiction of the current roadmap and association with key business initiatives

  • Clear depiction of ongoing activities associated with feature development as well as evaluation of housekeeping tasks (e.g., technical debt, defects, tech innovation/renewal)

  • Outline of potential opportunities available to initiate alternative value creation paths

These detailed insights serve to bridge the gap between market perception and the intrinsic value of the asset. Sellers can strategically showcase potential opportunities for additional value creation, offering a nuanced perspective that goes beyond the surface-level evaluation commonly seen in traditional VDDs. Clear and transparent communication of both the company's strengths and weaknesses, framed within a strategic context, proves instrumental in fostering a deeper understanding of the asset by potential buyers. Moreover, a clear understanding of the asset's current tech plans can allow a buyer to contemplate a realistic investment thesis that extracts the best possible value from the deal while minimizing investment risk.

Successful Exit Strategy with Vendor Due Diligence

The crux of the matter lies in proposing actionable value creation avenues through VDD. By highlighting specific details such as costs associated with tech activities, potential opportunities for additional value creation, and a clear overview of shortcomings that the asset is currently remediating, sellers can guide buyers toward a more accurate and informed asset valuation. Ultimately, the achievement of the seller's successful exit strategy hinges on orchestrating a tech company sale at the best possible price. Through the lens of a contemporary VDD, sellers can help buyers minimize investment risk, ensuring that the true worth of the asset is recognized and reflected in the final buyer valuation.

Gain Deeper VDD Insight Today

We are an end-to-end service and software platform for maximizing technology ROI. We’d be happy to shed more light on how a technical VDD should be conducted.


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