Strategic Commercial Due Diligence in Energy & Maritime Transactions

Energy

• Companies aiming to sell system-and-services must structure licensing, implementation and outcome based contracts to align with asset owners, corporate energy purchasers and TSOs, each of which follows different procurement cycles and acceptance criteria.
• Customers of system-and-services must consider whether pilots convert into scaled contracts, whether the vendor has partner ecosystems and implementation playbooks, and whether claimed ROI is measurable and repeatable.
• Investor looking to acquire system-and-services targets must validate channel economics and the true cost to win and service an account: sales funnel conversion, average discounting applied in framework procurements, and payback on sales and implementation costs.

Maritime

• Companies aiming to sell system-and-services must manage multi stakeholder sales that require alignment across technical, commercial and compliance teams within customer organisations (which can be fragmented).
• Customers of system-and-services must test pilot to production conversion rates, switching costs, retrofit timelines and whether bundled services create durable retention.
• Investor looking to acquire system-and-services targets must carefully consider who are the key decision makers in the procurement process, the regulatory requirements and the ability to service a global network.
  

Energy platforms

• Companies aiming to sell system-and-services must align product roadmaps to regulatory reporting requirements and show upgrade paths that preserve customers’ continuity.
• Customers of system-and-services must test interoperability with SCADA, EMS, trading systems and metering stacks and must validate API maturity and data latency.

Maritime platforms

• Companies aiming to sell system-and-services must demonstrate compatibility approaches for heterogeneous fleets and define scalable installation and upkeep models.
• Customers of system-and-services must validate retrofit processes, supplier SLAs and spare parts availability for hardware coupled solutions.
  
  

Operational risk and security

• Review incident histories, time to resolution, technical debt and evidence of certification (SOC2, ISO27001).
• Ensure contractual clarity on SLAs, measurement methodologies for outcome contracts, data ownership and liability for measurement errors.
  

Purpose
Potential investors must reduce valuation and execution risk by stress testing the assumptions that drive recurring revenue, professional services conversion, margin and free cash flow.

Core approach

• Concentrate on the three to five assumptions that most influence ARR, churn, onboarding cadence and gross margin.
• Gather primary evidence through interviews with paying customers, pilot leads, systems integrators and channel partners to reveal adoption blockers and realised value.
• Triangulate subscription metrics, CRM/cohort data, telemetry and contract text against market datasets to validate or challenge management assumptions.
• Integrate commercial and technical findings so that scalability and delivery risk feed directly into valuation and execution planning.

Key additional tests and evidence from vendor and buy side reports

• Market sizing validation: require transparent TAM/SAM/SOM calculations with source data and sensitivity to price, renewal rates and installation pace.
• Framework contract realism: quantify the revenue that is effectively contracted, typical discounts taken to win framework agreements, and how framework pricing evolves at renewal.
• Delivery economics: calculate true delivery cost per customer including professional services hours, third party hardware, cloud/hosting and escalation support; compare to management stated gross margins.
• Sales effectiveness: measure conversion metrics from lead to pilot to paid, customer acquisition cost payback, sales cycle length and average discount.
• Product adoption: inspect telemetry for active usage (API calls, sessions, satellite/module uptime) and map to invoiced usage where relevant.
• Security & compliance: demand recent pen test/assurance reports and an incident log; model remediation costs and potential client churn from a major incident.
• Cohort analysis: produce cohort retention and NRR charts to test sustainability of recurring revenue claims.
  

Purpose
Vendors must acknowledge the equity story and package the evidence from the commercial and delivery case to reduce buyer friction, accelerate underwriting and defend valuation.

Core approach

• Validate the management case through a buyer lens by stress testing subscription metrics, pilot conversion rates and onboarding timelines.
• Produce buyer ready technical and commercial materials: architecture diagrams, API catalogues, SOC2/ISO certificates, cohort exhibits, implementation playbooks, Q&A playbooks and an annotated contract matrix.
• Close obvious delivery gaps such as undocumented integration steps, single vendor dependencies and high risk security issues before launch.
  
  

Vendor facing priorities and practical outputs

• Provide reconciled and auditable sales cubes and cohort exports that reconcile to reported revenue.
• Annotate framework contracts with actual discount profiles and historical renewal outcomes.
• Prepare customer reference packs that include measurable outcomes (before/after telemetry, cost savings, emissions reductions) and the contact scope (operational lead, procurement, technical lead).

Cadence

• Buy side diligence must produce a Week 2 red flag memo that includes a technical commercial integration verdict and an IC ready package by Week 6.
• Sell side CDD must complete core items within 3–5 weeks ahead of launch, prioritising technical packs, customer references and remediation of integration risks.
• Commercial, financial, technical, legal and cyber streams must run in parallel and feed a single risk register.

Mobilisation checklist

Priority interviews

• Speak to the top 3–5 paying customers.
• Speak to 2–3 pilot customers who did not convert.
• Speak to 2–3 competitor/channel experts and systems integrators.
• Speak to 2 key suppliers (cloud provider, sensor/hardware vendor).
• Speak to 1–2 regulatory, compliance or security experts.
  

Priority data pulls

• Pull CRM exports of bookings, renewals and churn by cohort and subscription metrics (ARR/MRR, NRR, average contract term).
• Collect top contracts: MSAs, SOWs, SLAs and DPAs and extract tenor, price mechanisms, escalation, termination, discount mechanics and measurement methodology.
• Obtain unit economics by product, region and channel (licence, implementation, support) and map to closed project margins.
• Provide order book, pipeline and pilot conversion evidence and reconciled sales cubes.
• Deliver technical artefacts: architecture diagram, API catalogue, incident and uptime logs, penetration testing and assurance reports, certifications and third party audit summaries.
• Supply customer survey results, NPS evidence and annotated reference contact list.

Evidence standards and triangulation

• Treat primary interviews as directional but require contract/case data confirmation for material claims.
• Require telemetry or read only dashboard access for rapid validation where possible; anonymised extracts suffice for confidentiality.
  
• Reconcile sales cube/cohort outputs to statutory/financial figures and document any gaps.
• For TAM and BP claims, insist on transparent, auditable assumptions and a sensitivity table.
• For regulatory driven demand, map policy timing and procurement windows to realistic onboarding and installation ramps.

Customers (operational lead)

• What measured benefit have you seen since going live (fuel/energy savings, compliance cost avoided, uptime improvements)? Can you share anonymised telemetry or results?
• What were the total time and cost to reach production use from contract signature? What were the main implementation obstacles?
• Which contractual terms most influence your decision to renew or expand (indexation, minimums, penalties, measurement method)
• How do you measure the vendor’s performance against promised outcomes and what disputes (if any) have occurred?

Pilot non converters (lost bids)

• Why did the pilot not convert? Was it commercial, technical, integration, organisational or timing related?
• What would have changed the decision?
  
  

Systems integrators / channel partners

• How long does a typical integration take and what recurring blockers do you see?
• What commercial splits, discounting or bundling practices are required to close deals in this market?
  
  

Suppliers (cloud/hardware)

• Can you meet the vendor’s growth profile and SLAs? Are there change of control or capacity allocation risks?

Regulatory / policy expert

• What procurement windows or compliance deadlines materially affect customer capex/opex timing in the next 12–36 months?
  

• When targets are systems or services providers to power producers, shipowners, grid operators, energy consumers or terminals, CDD must combine market and go to market testing with technical and delivery forensics.
• Teams must focus on the small set of hypotheses that move subscription economics, onboarding capacity and integration risk, and they must mobilise operational evidence (telemetry, incident logs, contract clauses) within timelines.
• Explicit attention to framework contract economics, discounting practices, product delivery format (classroom vs digital), and market sizing assumptions materially improves decision quality.
• Doing so delivers decision grade answers for buyers and sale ready proof points for vendors and materially reduces valuation, execution and negotiation risk.