Private Equity
Thesis-fit sourcing, diligence with page cites, IC packs, and synergy tracking after close.
J&C Dynamic Solutions Management
Vaultium is the M&A Operating System for Private Equity, M&A Advisory, and Corporate Development. Named agents run origination through Day-100 PMI. Every finding carries a document, page, and quote. Document bytes stay in the virtual data room.
Thesis-fit sourcing, diligence with page cites, IC packs, and synergy tracking after close.
Buy-side and sell-side rooms. Brokers onboard as M&A Advisory, side seller. Named agents, not a generic chatbot.
Carry cited work items from screening through integration. Isolation by tenant, deal, role, and side.
The Master Controller sends each request to a named specialist. There is no general M&A GPT over the data room. Each card shows the functions worth opening first; expand a specialist for the full pack.
Thesis-fit targets from authorized extracts. Partner still sends the email.
Thesis-fit target list, Algorithmic Sourcing Engine, and target enrichment (firmographics, headcount, tech stack, estimated financials) from authorized private-market extracts — not a live scrape and not a PitchBook, Grata, SourceScrub, or Crunchbase seat. Intent and growth signals (leadership changes, funding, hiring, domain registrations, patent filings). Relationship mapping from authorized email/calendar extracts — not a live Affinity seat. Intermediary and broker log — not the staff CRM. Origination pipeline (Initial Contact → Teaser Sent → NDA Signed → CIM Received → IOI submitted) and activity logging from authorized extracts. First-pass thesis matching (EBITDA, geography, business model, recurring mix); Mandate Fit still owns pursue/kill. Modeled comps and a preliminary template — not a fairness opinion. Personalized email drafts plus unsent LinkedIn and direct-mail sequences; Partner executes. Campaign analytics (open rate, reply sentiment, conversion) from authorized extracts. Vaultium does not send mail. Live mailbox capture is not run.
Pursue or kill against the mandate before counsel invoices start.
Pursue/kill memo and first-pass CIM/teaser red flags against the mandate. Strategic Fit & Thesis Alignment (geography, product capability, cross-sell). Portfolio Overlap & Cannibalization. Preliminary modeled DCF, LBO sensitivity, and precedent multiples from teaser financials — not a fairness opinion and no PitchBook/Grata seat. High-level synergy screen (COGS, cross-sell, SG&A) — not the IC synergy calculator. ESG & sustainability screen against LP/corporate mandates — not a signed ESG opinion. Reputational and regulatory pre-screen (background, sanctions, FTC/antitrust) from authorized extracts before NDA — live news scraping is not run. IC/Board teaser memorandum (cited; not an IC vote and not the locked IC pack). Go/No-Go scorecard; Associate confirms. Vaultium does not cast the kill.
First-pass cited legal diligence. Counsel remains the gate. Vaultium does not draft the SPA.
Buyer-Specific Legal Risk Profile (corporate structure and governance, material contracts, employment and benefits, IP, and litigation and regulatory compliance including GDPR/CCPA and environmental — not a legal opinion). Subsidiary & Affiliate Matrix (subsidiaries, JVs, partnerships, inactive affiliates, foreign qualifications). Real Property & Tangible Assets (deeds, leases, subleases, zoning, landlord consents, Phase I/II ESA, equipment leases, conditional sale, personal-property / UCC liens — not a title opinion). Cap table and equity structure (options, warrants, convertibles, vesting, anti-dilution). Corporate housekeeping and Certificates of Good Standing. Material-contract CoC matrix (assignment, termination for convenience, exclusivity, MFN). Litigation and contingent-liabilities log. IP ownership and FTO (patents, trademarks, copyrights, domains, OSS, assignment-of-invention). Labor and employment (agreements, non-competes/NDAs, union/CBA, wage-and-hour, 1099 misclassification). Regulatory licensing (SEC/FDA/FTC/FCC and permit transferability). Privacy/GDPR/CCPA (not a DPIA). FCPA/sanctions/AML. Insurance and loss runs (D&O, Cyber, GL). Consents calendar (change-of-control). Contract remaining-term heatmap. SPA issues for counsel (Vaultium does not draft the SPA, LOI, or NDA). Disclosure-schedule cites for stock purchase, asset purchase, and statutory merger. Automated red-flag extraction and scoped VDR Q&A with page cites. Counsel-review templates; not a law-firm opinion. After those first-wave reports have been used: additional IP/OSS when those files are in the VDR, HSR/CFIUS tracker (calendar, not an opinion), RWI exception binder, sell-side Q&A log, permits/HSE, and signing-to-close watchlist. Unscoped chat is denied.
Quality of earnings of the P&L — not a GAAP/IFRS audit. Accountant remains the gate.
Quality of earnings of the P&L, not a GAAP/IFRS audit: financial statements, tax, working-capital peg vs the SPA hoop, cash-free/debt-free equity bridge, budgets, LTM/TTM adjusted EBITDA (NI+ITDA or EBIT+D&A; owner, one-time, transaction, non-operating, and run-rate items), revenue quality (cutoff, concentration, recurring vs project), cost structure (COGS vs OpEx, fixed vs variable, capitalization), run-rate and seasonality, proof of cash and FCF conversion, 12/24-month NWC seasonality (not the SPA hoop report; this room does not draft the SPA), maintenance vs growth CapEx for modeled uFCF, customer and product concentration (top 5/10/20, NRR, churn — wave-2 Commercial / Customer Quality still owns the file-triggered extract), price vs volume and margin volatility, deferred revenue and unbilled receivables, debt-like items (not the CFDF equity bridge; Legal still owns the litigation log; People still owns pension/MEPP), off-balance-sheet liabilities, standalone carve-out replacement cost (not the PMI PMO), pro-forma run-rate bridge (not TTM seasonality and not the IC synergy calculator), industry multiple to indicative EV, MD&A, PPE, and anomaly scans. After first-wave reports have been used: commercial/customer quality, related-party schedule, tax diligence pack (NOLs/nexus/exams), and inventory/WIP/job-cost when those files are in the VDR. Accountant gate required; not a fairness opinion and not an audit opinion. Modeled figures are labeled modeled.
Maps the tech stack and IT risk with page cites. CISO remains the gate.
IT inventory, privacy/BYOD, DR, assessments, TSA, and buyer/seller tech-stack mapping into an IT consolidation roadmap. OSS & License Compliance from authorized SBOM extracts — live repository scans are not run; Legal still owns IP/FTO. Code quality and modeled tech-debt/refactor cost — not a pen test. Architecture and scalability (cloud, microservices vs monolith, capacity). IT CapEx/OpEx breakdown (licenses, SaaS, hardware, AWS/Azure/GCP). Modeled IT run-rate synergies (duplicate SaaS, vendor consolidation) — not the IC synergy calculator. Post-close IT CapEx for EOL software, legacy hardware, and security gaps — modeled. IT org and key-person matrix — People still owns company-wide org. MSP and third-party vendor risk. Service-desk and operational maturity. Industry-specific security attestations (SOC 1/2 Type II, ISO 27001, PCI-DSS, HIPAA, NIST, FedRAMP) — not a signed attestation. Data-flow and sovereignty mapping — not a DPIA; wave-2 privacy inventory still owns systems/categories/BYOD. Day-1 IT readiness (domain, email, IAM, AD trust) — not the PMI IMO Day-1 plan. Modeled IT integration/carve-out estimator — not the PMI PMO. CISO remains the gate. After first-wave reports have been used: a costed TSA and a privacy/data inventory when those files are in the VDR.
Org, employment, and key-person findings from authorized extracts. CHRO remains the gate.
Org charts, employment, benefits, labor, key-person, CoC bonuses, and culture/sentiment from authorized extracts — live Glassdoor scraping is not run. Total Cost of Workforce and headcount by department/location — modeled. Equity and LTI unvesting (options, RSUs, synthetic equity, CoC acceleration) — Legal still owns the cap table. Accrued PTO, deferred compensation, and unpaid commissions — modeled; accountant remains on the dollar. Underfunded DB, MEPP withdrawal, and retiree medical — not ERISA advice; wave-3 Pensions/OPEB still owns the actuarial file. FLSA exempt/non-exempt, overtime, and 1099 vs W-2 — not a legal opinion; Legal still owns labor/employment. Employment litigation, EEOC, class actions, and grievances — Legal still owns the general litigation log. I-9 and H-1B/L-1/TN transferability — not immigration legal advice. Restrictive covenants and non-competes — Legal still owns labor/employment covenants. Modeled flight-risk and stay-package sizing — CHRO executes; Vaultium does not send mail; not a termination decision. Succession 9-box and talent depth. Hiring-pipeline efficiency (turnover, time-to-fill, cost-per-hire). HRIS/ATS/payroll stack — Cyber still owns the IT systems map. DEI and pay-equity flags — not a signed EEOC or OFCCP opinion. Headcount synergy and redundancy overlap — modeled; not the IC synergy calculator and not the PMI PMO. Day-1 HR readiness (offer letters, payroll cutover, benefits, comms templates) — not the PMI IMO Day-1 plan. CHRO remains the gate. After first-wave reports have been used: Pensions/OPEB when an actuarial file is in the VDR.
Runs when vehicle files are in the VDR. Not a certified appraisal or title opinion.
VIN-to-policy exceptions, master fleet inventory (VIN, make/model/year, title, state, odometer), and lien/payoff when vehicles are in the deal. After first-wave reports have been used: fleet FMV/net book, tax-exemption affidavits, loss runs, maintenance/inspection, DOT/OSHA safety, and D&O/GL/property/claims when those files are in the VDR. Not a certified appraisal, title opinion, or DOT certification. This room does not draft the purchase agreement.
Locks the IC pack. Vaultium does not cast the vote. IC chair remains the gate.
Locks the IC pack, dissent log, conditions precedent, and synergy baseline that PMI later measures against. Customer & product synergy calculator from authorized buyer/seller lists. Multi-scenario modeled LBO, IRR, MoIC, and NPV under Base, Upside, and Downside with exit-multiple and leverage drivers — modeled, not a fairness opinion; Mandate Fit teaser valuation is not this pack. Capital structure and sources and uses (senior debt, mezzanine, seller notes, rollover, sponsor equity, fees) with leverage limits and covenant impact — this room does not draft the SPA. Bridge to value creation (entry-multiple expansion/compression, organic EBITDA, revenue/cost synergies, deleveraging). Cross-diligence red-flag heat map from QoE, Legal, IT/Cyber, commercial, and People packs. Risk-mitigation and CP tracker mapping HIGH risks to price adjustment, SPA R&W, special indemnity, or CP to close. Human IC voting log (Approve, Approve with Conditions, Reject, Abstain) — Vaultium does not cast the vote. Historical IC post-mortem versus realized returns — live fund accounting is not run. Board 100-day integration blueprint — not the PMI PMO Day-1/100 plan. Synergy accountability ledger assigning owners and baselines — PMI tracks actuals against the locked pack. Earnout/escrow/holdback after first-wave reports have been used. IC chair remains the gate.
Day-1 and Day-100 measured against the locked IC memo. IMO lead remains the gate.
Day-1/100 plan and synergy actuals measured against the locked IC memo — not the IC board 100-day blueprint. IC memo variance ledger maps revenue, cost-cut, multiple-expansion, and margin promises to live ops metrics. Synergy waterfall tracks Cost/SG&A, procurement, cross-sell, and price-harmonization run-rate less one-time cost — not the IC synergy ledger. Stand-alone AcquireCo + TargetCo versus combined run-rate EBITDA. Functional workstream RAG matrix (Finance, HR, IT, Legal, Commercial, Ops). Critical-path bottlenecks (for example sales incentives blocked by CRM consolidation). IMO steering brief: decisions needed, blocker escalations, budget burn. Customer retention and churn heatmap (ARR, NPS, renewals) — commercial still owns the account plan. Key-talent retention ledger (onboarding, stay bonuses, voluntary turnover) — People flight-risk model is not this ledger; this room does not send employee mail. TSA exit tracker (billing, SLA, countdown) — not the Cyber costed TSA. Day-1 gate checklist (AD, banking, payroll, customer comms) — not Cyber Day-1 IT and not People Day-1 HR. Systems cutover and data-migration ledger — not the Cyber IT integration estimator. Culture, survey, and engagement monitor — live scraping is not run. Signing-to-close IMO watchlist after first-wave reports have been used. IMO lead remains the gate.
MDA, AdjustedEBITDA, QoEPnl (revenue quality, cost structure, run-rate/seasonality), LegalDD (cap table, housekeeping, regulatory, privacy/GDPR/CCPA, sanctions/AML, litigation log, IP/FTO, labor, ESA/OSHA, CoC matrix, insurance/loss runs; counsel remains the gate; not a legal opinion), Origination (enrichment, growth signals, relationship map, broker log, pipeline, activity log, thesis matching, modeled comps, omnichannel drafts, campaign analytics; Partner remains the gate; not a live scrape), MandateFit (strategic fit, portfolio overlap, modeled teaser valuation, synergy screen, ESG, reputational pre-screen, IC teaser memo, go/no-go scorecard; Associate remains the gate; not an IC vote), CyberIT (OSS/license, tech debt, architecture, IT CapEx/OpEx, modeled IT synergies, post-close CapEx, IT org, MSP risk, service desk, security attestations, data sovereignty, Day-1 IT, integration estimator; CISO remains the gate; not a signed ITDD opinion), PeopleHR (TCOW, LTI unvesting, PTO, MEPP/OPEB screen, FLSA, employment litigation, I-9/visas, covenants, flight risk, stay packages, succession, hiring pipeline, HRIS, DEI, headcount synergies, Day-1 HR; CHRO remains the gate; not ERISA advice), ICReports (modeled LBO/IRR/MoIC/NPV waterfall, sources and uses, value bridge, risk heatmap, CP tracker, voting log, post-mortem, 100-day blueprint, synergy ledger; IC chair remains the gate; not a fairness opinion), PMIExec (thesis-variance ledger, synergy waterfall, combined run-rate, workstream RAG, critical path, IMO briefing, customer heatmap, talent ledger, TSA exit, Day-1 gate, systems cutover, culture monitor; IMO lead remains the gate; not the IC board 100-day blueprint), QoEAnalytics (proof of cash, NWC seasonality, CapEx quality, customer concentration, pricing/margin, deferred revenue, debt-like items, off-balance-sheet, carve-out costs, pro-forma run-rate; accountant remains the gate; not a GAAP/IFRS audit), RealEstate, Consents, ContractHeatmap, SPAIssues, DisclosureSchedules (stock purchase, asset purchase, statutory merger), EquityBridge, WorkingCapital, LaterWaves (wave 2/3; dark until Consents, heatmap, SPA issues, equity bridge, and WC peg have been used), FleetExceptions, and Sources.
Upload PDFs and Word (.docx) in Project & Collaboration. Bytes stay in S3. Vaultium does not send document bytes to OpenAI or Amplify. Buyer and seller sides are walled. Unscoped chat is denied.
Named-agent workflows for origination, screening, legal diligence, quality of earnings, cyber/IT, people, fleet/insurance, investment committee, and post-merger integration, plus a VDR and PDF/Excel exports of cited work items.
It is a named-agent M&A Operating System. Specialists produce first-pass cited findings. Counsel, accountants, and the IC chair remain the human gates. The Master Controller sends each request to a named specialist. Open chat over the data room is blocked. Document files stay in the room.
In the virtual data room. Filenames and quotes from the room support the findings. Document files are not sent to the model. Open chat over the data room is blocked.
Yes. Brokers onboard as M&A Advisory with side seller. They receive the same named agents as Private Equity and Corporate Development.
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