STRATEGY & LEADERSHIP · M&A DUE DILIGENCE · TEXAS

Technology Due Diligence for M&A in Texas

Before you buy a company you should know what its systems actually are, what condition they are in, whether it has already been breached, and what it will cost to fold it into yours. Sentinel-Pros produces that assessment inside your diligence window, written for the deal team rather than for engineers.

The Problem

Financial and legal diligence get weeks and specialists. Technology usually gets a phone call with whoever manages IT at the target, who is often a bookkeeper with an extra title or an outside provider with an interest in the answer being fine. So the deal closes and the surprises begin: an unsupported application the whole operation depends on, licensing that was never bought for the seat count in use, a network built by four different people over fifteen years, customer data in places the disclosure schedule did not mention, and administrative credentials shared by six people including two who left. Any of those can be managed if you knew before signing. Discovered afterward, they become unbudgeted spending in your first year of ownership and a distraction during the exact months integration is supposed to be delivering the synergies the model promised.

The Solution

We assess the target across the areas that carry money and risk: infrastructure and its remaining life, applications and their supportability, security posture and evidence of prior compromise, licensing exposure, contracts and their change-of-control terms, key person dependency, and the genuine cost and duration of integration. The output is a report the deal team can use, with findings ranked by materiality, an integration cost estimate, and a clear list of what should become a condition, a price adjustment, or a first-hundred-days project. We work to your timeline, which in practice usually means days rather than weeks. Diligence is remote work and we do it for buyers and targets anywhere in Texas; Houston metro engagements can include site visits, and elsewhere any walkthrough is scheduled from Houston. Pricing is a fixed monthly retainer, scoped on a discovery call.

WHAT'S INCLUDED

Core Responsibilities

What The Target Actually Runs

Infrastructure, applications, and data locations catalogued rather than described
Supportability and end of life assessed for anything the operation depends on
Key person dependency identified, including undocumented systems only one person understands

Risk You Would Inherit

Security posture reviewed, including indicators the target has already been compromised
Licensing and subscription compliance checked against actual usage and headcount
Regulatory and customer obligations assessed: health data, payment data, contract flow-downs

What Integration Will Cost

Estimated cost and duration to merge identity, email, files, and core applications
Contracts with change-of-control, assignment, or termination terms flagged for counsel
A first-hundred-days plan separating what must happen at close from what can wait
HOW IT WORKS

Engagement Process

01

Scope Against The Deal

We start with the thesis and the timeline, because diligence on a bolt-on acquisition of a ten person firm is not the same exercise as a platform deal. That conversation sets depth, sequence, and what a material finding means for this transaction.

02

Request, Interview, Verify

A structured request list goes to the target, followed by interviews with whoever runs technology there. We verify what we are told against what the systems show, because in diligence the gap between the two is frequently the most valuable finding.

03

Rank By Materiality

Findings are sorted by what they mean to the deal: a condition to closing, a price consideration, a representation to seek, or a post-close project. Engineering detail goes in an appendix so the deal team reads a document written in the language of risk and money.

04

Hand Over For Integration

If the deal proceeds, the report becomes the integration plan rather than being filed. The team executing day one already knows where the credentials are, which application cannot be touched during month end, and which contract required notice before closing.

SPECIALIZED SERVICES

Where We Deliver This

FAQ

Common Questions

How fast can you turn this around?

For a small to mid-sized target, a working draft in a few days and a final report inside a week or two is typical, provided the target responds to the request list. The constraint is almost never our analysis; it is how quickly the other side produces access and answers. We tell you early if their responsiveness is itself a finding.

What if the seller will not give you access to systems?

That is common before signing and we work around it with interviews, documentation review, external observation, and pointed questions whose answers can be checked later. We are explicit in the report about what we verified directly and what rests on management representation, so counsel can convert the gaps into representations and warranties.

Can you tell whether the target has already been breached?

We look for the indicators available within the scope we are given: exposed services, credentials appearing in known breach data, missing logging, and gaps in prior incident handling. Nobody can prove a company has never been compromised, and we will not claim to. What we can do is tell you how likely it is that a serious event would have gone unnoticed there.

We are the target, not the buyer. Can you help us prepare?

Yes, and doing it before a buyer arrives is worth real money. Sell-side preparation means finding the licensing gaps, the undocumented systems, and the missing security evidence while you still have time to fix them rather than negotiate against them. It also shortens the buyer's diligence, which sellers underestimate as a benefit.

Do you work on deals outside the Houston area?

Yes. Diligence is document review, interviews, and remote system inspection, so we support transactions across Texas. Sentinel-Pros is a Houston firm with no other offices; if a physical walkthrough of a plant, yard, or clinic adds value, we schedule that trip from Houston within your timeline.

Ready to get started?

BOOK A CONSULTATION

Across Texas

Texas deal flow puts specific technology questions in front of buyers. Acquisitions in oilfield services and energy frequently involve field systems, satellite connectivity, and yard infrastructure whose condition cannot be assessed from a headquarters spreadsheet, and cycle-driven sellers often deferred maintenance for years. Healthcare roll-ups, whether dental, dermatology, behavioural health, or home health, carry patient data obligations where an unreported prior breach or missing business associate agreements become the buyer's problem at closing. Defense and aerospace suppliers around Fort Worth and San Antonio bring contractual security requirements that flow down from primes, and a target that cannot evidence compliance can put contract renewals at risk. Manufacturing and fabrication targets along the Gulf Coast and in the Metroplex run plant systems tied to equipment with decades of life left, where licence transferability and vendor support are worth more than the servers. Logistics and customs brokerage businesses on the border corridor depend on platform integrations and trade filings that do not transfer automatically with a change of ownership. Agricultural and ranching operations hold data across equipment and agronomy platforms tied to individual accounts rather than to the entity. In each case the value at stake is not the hardware; it is whether the systems that produce revenue survive the change of control.