Disclosure Schedules Counsel for Vertical SaaS Acquisitions
Preparing Disclosure Schedules on vertical SaaS deals, with the structure protection and capital connectivity an independent sponsor actually needs.
The economics on a vertical SaaS platform deal usually hinge on a handful of structural decisions. Disclosure Schedules is one of them.
The typical vertical SaaS platform sits at $10M to $200M EV with EBITDA in the $2M to $30M (or run-rate ARR) range. The thesis runs on platform plus adjacent module acquisitions inside a single end-market. The ARR number on the CIM is rarely the ARR number on the closing balance sheet. Reconcile early.
How Disclosure Schedules actually gets structured.
Coordinate disclosure schedule preparation with the seller's diligence file, not against it.
Specifically disclose against specific reps, with cross-reference indexing.
Use the schedules to surface known issues, not to hide them.
Update schedules at signing and again at closing where allowed.
In vertical SaaS, layer in ARR bridge built before LOI signing as part of the Disclosure Schedules workstream.
Treating disclosure as a dump. The schedules carry the same legal weight as the reps; they need the same precision.
"Disclosure schedules are the most underrated document in M&A. They protect both sides when done right."Jason Powell · Disclosure Schedules
The deal is one thing. The capital that opens up after close is another.
Most independent sponsors solve the closing capital and then run into the post-close capital problem alone. The capital markets relationships that matter at month 18 are part of this practice.
Related deal pages.
Transaction Fee Structuring for Vertical SaaS
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Representation & Warranty Insurance for Vertical SaaS
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Indemnification for Vertical SaaS
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Disclosure Schedules for Healthcare Services
roll-up of physician practices and ancillary service lines
Disclosure Schedules for Home Services
regional roll-ups of HVAC, plumbing, and electrical operators
An LOI on the desk, a vertical SaaS target, and a Disclosure Schedules question worth a real conversation.
Twenty minutes of practitioner-grade input from a securities attorney whose first move is to read the deal, not the engagement letter.