A major North American ISP was acquiring a fiber operator covering 1.2 million homes across more than a dozen markets. Tristellium led the technical due diligence and structured the post-close agreements. A bottom-up analysis showed upgrade costs were more than double the seller's estimate, resulting in a valuation adjustment of more than $500 million. Twenty-plus agreements were locked in before signing, giving the buyer the leverage to close on the right number and the coverage to run the business on Day 1.
Built a bottom-up HFC-to-FTTH upgrade cost model across 1.2M homes and more than a dozen markets
Surfaced upgrade costs more than double the seller's estimate, driving a $500M+ valuation adjustment
Structured 20+ TSAs and MSAs across business, technical, and legal teams — completed before signing
Earned credibility with the seller's technical teams as a buyer-side advisor, keeping the deal focused on substance
Defined a market prioritization framework that informed both deal structure and post-close capital deployment
Delivered the full diligence and structuring engagement in 7 weeks
The buyer was acquiring a fiber operator with 1.2 million homes across more than a dozen markets. The seller had a stated upgrade plan and a stated cost basis. The buyer needed to know whether either held up.
ISP acquisitions like this one come down to two questions:
The deal team had working assumptions on both. They needed independent answers. The engagement had to fit inside the seven-week window before the targeted signing.
Two problems sat under the deal:
Tristellium ran the data request from the front. The team identified the inputs that mattered, surfaced likely sources with the deal team, and pressure-tested completeness and accuracy as material came in. Gaps surfaced early — in time to address them, not the week before signing.
The team built a decision-support model to evaluate the cost of upgrading the HFC plant to fiber-to-the-home across 1.2 million homes in more than a dozen markets. The model captured infrastructure from the hub through fiber plant, nodes, drops, and CPE — hundreds of inputs, market by market.
The output was an upgraded sequencing strategy that balanced the buyer's long-term exit horizon against the existing network roadmap and the realities of what was in the ground. The same modeling rigor produced a market-by-market view of which upgrades made the math and which didn't. This framework informed the negotiation, the deal structure, and the buyer's post-acquisition capital deployment.
Tristellium evaluated every agreement against multiple pricing mechanisms and rejected any structure that the seller couldn't operationally support, even when it was the buyer's preference. Pricing mechanisms that require granular cost allocation or usage tracking are dead on arrival when the seller can't produce the data to back them. The team worked across business, technical, and legal — more than 20 agreements — and finished ahead of the signing deadline.
At the deal signing, the operational side was sealed: more than 20 TSAs and MSAs covering network operations, OSS/BSS, and technical services, all written to run on mechanisms the seller could operate.
$500M+ valuation adjustment through bottom-up infrastructure cost analysis, revealing upgrade costs more than double the seller's estimate
20+ TSAs and MSAs completed across business, technical, and legal teams ahead of the signing deadline
A market prioritization framework identifying economically viable upgrade markets and potential carveout opportunities, used in deal structuring and post-close capital deployment
Full technical diligence and deal structuring in 7 weeks, meeting the transaction timeline
A diligence model is only as useful as it is defensible. Numbers that can't be backed by ground truth get torn apart in negotiation. Agreements written without regard for what the seller can operate get reopened the week after close.
That's the work Tristellium does on these deals. Drive the data request. Validate on site. Build the model from the bottom up — structure post-close agreements against the seller's real operational capacity.
It's not a faster way to do diligence. It's the way that holds.
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