CAPVIA Advisory · Transaction Services

Value-driven due diligence for small- and smaller mid-cap deals

Financial, Commercial and IT Due Diligence plus Transaction Support and SPA execution - under one roof, with one consistent valuation logic, for buy- and sell-side. Specialised in IT, Software and Tech.

FDDFinancial DDBuy & Sell
CDDCommercial DDBuy-Side
ITDDIT & Tech DDBuy-Side
SPATransaction SupportBuy & Sell
The Offering

The entire due diligence under one roof

Aligned findings, fixed points of contact and one consistent valuation logic - from the first red-flag analysis to the price formula in the SPA.

Financial Due DiligenceBuy & Sell

Earnings and asset position down to sustainable EBITDA, true net debt and normalised working capital - including target-specific KPIs such as ARR, churn or deferred revenue. On the buyer and the seller side.

Lead: Nicolai Preussner · Benjamin Chen-Zorn
Commercial Due DiligenceBuy-Side

Market, competition and demand assessed, and the business plan mirrored against market reality - we test whether the planned growth holds. With deep understanding of IT, software and technology companies.

Lead: Christian Pfeifer · Floris van Zutphen
IT & Tech Due DiligenceBuy-Side

Architecture, scalability, tech debt and security examined from an operator view - every tech risk translated into cost and price impact, including integration and buy-and-build readiness.

Lead: Markus Winkler · Floris van Zutphen
Transaction SupportBuy & Sell

DD findings carried into price mechanics, warranties and earn-outs, plus support through signing, closing and post-closing - so insights do not get lost in a report, they land in the contract.

Lead: Nicolai Preussner · Sabine Bac
Why CAPVIA

Three promises that protect you

01
Red flags in 5 days - or exit

The price-relevant red flags are on the table within five working days. If the deal turns out to be a breaker, the mandate ends with a reduced flat fee.

Your benefit: you do not pay a full fixed price for a dead deal.
02
Fixed price, not an open timesheet

You know the total price including the inclusive contingent before the process starts - no renegotiation at the end and no incentive to inflate the scope.

Your benefit: full cost certainty from day one.
03
24h response, reachable 24/7

We answer ad-hoc questions within 24 hours and are reachable around the clock - full commitment for as long as your deal runs.

Your benefit: a team that is reachable when it counts, with no waiting.
Our difference

Built by dealmakers, not auditors.

The transaction-services teams of the large audit firms often recruit internally from audit - the audit lens stays on. We come from deals and think from the transaction point of view.

The audit lens

Transaction services with an audit-DNA at their core, processes and people included.

The dealmaker perspective

CAPVIA - advisors who negotiate deals themselves.

The Workstreams in Detail

Four disciplines, one valuation logic

01FDD · Financial DD
A clean data base as the starting point, not the goal

Net Revenue Retention, ARR bridge and CAC payback instead of pure P&L mechanics - with IT and tech targets, it is the understanding behind the numbers that decides.

Buy-side: every insight directly connectable to price mechanics, warranties and the SPA. Sell-side (Vendor DD): an investor-ready VDD report that pre-empts the red flags before the bidder finds them.
Financial Databook

Structured databook from P&L, balance sheet and source files including revenue, margin and cash bridges - the factual base for all further analysis.

Quality of Earnings

Sustainable EBITDA after adjusting for one-off and special effects and capitalised own work - the level on which the purchase price is set.

Revenue & Revenue Recognition

ARR/MRR, Net Revenue Retention, churn and deferred revenue - we separate recurring from one-off revenue and show the true revenue quality.

Net Debt

Full derivation including debt-like items, loans and provisions - directly connectable to the purchase price bridge.

Working Capital

Normal level and seasonality including minimum liquidity as a robust basis for the WC peg in the SPA - no later dispute about the target figure.

Business Plan Review

Bottom-up analysis of pipeline and growth assumptions including sensitivities and downside scenarios - we say whether the plan holds.

NP
Nicolai Preussner
Partner · Financial DD & SPA
Led or supported 50+ SPA negotiations.
BC
Benjamin Chen-Zorn
VP · Financial DD
Focus on QoE, net debt, working capital.
02CDD · Commercial DD
Does the business plan hold against market reality?

Market, competition and demand in the tech space - from SaaS to MedTech. We test not only the market size but the business model behind it.

Focus: SaaS, software and tech-enabled services - we understand the business model behind the revenue, not just the market size.
Market Attractiveness

Market size, growth, structural drivers and regulation - we quantify how attractive the addressable market really is.

Competitive Analysis

Market shares, differentiation, pricing power and entry barriers - including how defensible the technological lead or moat really is.

Customers & Demand

Customer concentration, retention and cohort and churn analyses - we test how stable and how dependent demand actually is.

Business Model Analysis

Recurring vs. project business, land-and-expand and pricing logic - we understand where the company really makes its money.

Business Plan Challenge

We mirror management growth assumptions against market reality - and identify where the plan diverges from reality.

Equity Story & Value Levers

Buy-and-build logic, cross-selling and internationalisation from a market view - the value drivers that actually carry the business case.

CP
Christian Pfeifer
Head Commercial DD · ex Bain
Tier-1 strategy background, tech and software focus.
FV
Floris van Zutphen
Partner · Deal Team & Tech-M&A
Built corporate development of an IT/AI company.
03ITDD · IT & Tech DD
Tech risk, translated into euros and purchase price

An operator perspective instead of a checklist - assessed by people who have built and scaled software and IT companies themselves, not from an audit template.

Focus: from the code base to the cloud bill - tech risk is consistently translated into euros and purchase-price impact.
Architecture & Scalability

Does the architecture carry ten times the users - or are there single bottlenecks on which everything depends? We show where growth becomes risky.

Tech Debt & Code Quality

How much hidden remediation is in the code - and how fast and safely can the team ship new features? We quantify the technical debt.

Security & Data Protection

How easily would an attacker get in and what would a data breach cost? We test the real weak points, not just the certificate on display.

Product & Roadmap

Can the product really do what sales promises - and how much of it is already outdated? We reconcile roadmap and reality.

IP & Licences

Does the company really own what it sells? We check whether third-party or open-source code later becomes a legal problem.

Tech Cost in Euros

What does operation cost per customer - and does the bill rise faster than revenue? We translate the technology into concrete euro figures.

MW
Markus Winkler
Head IT & Tech DD · CTO-level
Tech leadership, architecture and dev-team scaling.
FV
Floris van Zutphen
Partner · Corp Dev IT/AI, Tech-M&A
Buy- and sell-side tech transactions, SaaS/IT focus.
04SPA · Transaction Support
Findings that make it into the SPA

DD insights do not get lost in the report - they land in price mechanics, warranties and earn-outs. On the buyer and the seller side.

Buy-side: secure findings, negotiate the price down on solid ground, maximise W&Is. Sell-side: retrade protection, a limited warranty catalogue, protection of the seller proceeds.
SPA Support

We translate DD findings into concrete warranties, indemnities and price adjustments - so insights arrive in the contract.

Price Mechanics

Locked box vs. closing accounts, net-debt and working-capital bridges and definitions - the mechanics that decide what actually flows in the end.

Earn-out Structuring

KPI definition, covenants and shield and catch-up mechanics - earn-outs that hold in a dispute instead of becoming the breaking point.

Interface Steering

We steer financial, legal, tax and the counterparty from one hand - a consistent factual base across all advisors.

Closing & Signing

Support through the closing process, from closing conditions to post-closing adjustments - so a signed deal also becomes a completed one.

Negotiation Support

Every price position is backed by robust numbers and available in real time - so claims are substantiated, not merely asserted.

NP
Nicolai Preussner
Partner · SPA & Transaction Execution
Led or supported 50+ SPA negotiations.
SB
Sabine Bac
Legal & SPA · ex AGC
Former legal lead at AGC, Austria largest PE house.
How We Work

An integrated approach - one house, no silos

One data room, one Q&A process, one central findings log. All workstreams run together and feed into the SPA.

FDD
Quality of Earnings, Net Debt, Working Capital

We show the sustainable earnings power - adjusted for one-off effects.

CDD
Market, Competition, Business Plan Challenge

We test whether the planned growth holds against market reality.

ITDD
Architecture, Tech Debt, Scalability

We assess whether the technology carries the planned growth.

Central findings log · one valuation logic

Commercial assumptions validate the plan, technical risks flow into planning and purchase price.

Transaction Support / SPA

Insights become price mechanics and contract clauses.

Less friction · no contradictory reports · one point of contact · a faster basis for decisions
What Sets Us Apart

Six reasons for CAPVIA

01
Investor-ready, not an audit report

Investor-grade due diligence focused on transaction relevance, value levers and actionable findings - not audit documentation that is not decision-relevant.

02
Long-term client relationships

Constant personal contacts instead of changing teams. No hire-and-fire culture, no revolving door of people across the process.

03
Pragmatic & results-oriented

Every insight is trimmed to valuation, negotiation or integration relevance - no findings that only raise the invoice.

04
Integrated Deal DD

One integrated view of business model, financial performance, market attractiveness and tech scalability - the business behind the numbers, not silo reports.

05
Size & sector focus

Focus on small- and smaller mid-cap in IT, software and tech. We know the market, players, value drivers and specifics - many large-cap principles do not apply.

06
Operational DNA, not just academic finance

Besides academic finance expertise, our team has hands-on experience building and scaling businesses. That gives us practical judgment on what really drives value - not just theory.

Let's Talk

Let's talk about your next transaction.

We are happy to present our offering in a 30-minute scoping call - whether buy-side, sell-side or Vendor Due Diligence.