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TBG Intelligence
Valuation & Positioning
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TBG Intelligence
Software & Venture Appraisal
Confidential · Valuation & Positioning Package

Ladd × Soma

The valuation, the moat, and the deal that makes you worth more together.
Prepared for
Sean Young · cc Joe Ortiz
Meeting
Nikki / Soma · Fri 09·18 PM
Assembled by
Sloane · Robert · Simon
Discipline
Honest broker · ranges + method
Take the ranges into the room, not the midpoints. Every figure is a band + confidence with the method shown. The one thing worth more than this deck is Nikki's real numbers — bring them back and we harden it to term-sheet grade.
The one page for Sean

You walk in with three things Nikki will respect

A defensible valuation that backs your ~$500M / 250-client benchmark; a competitive map of his own sector that shows you studied his space to grow the collective; and three deal structures that capture mutual upside with zero revenue-share.

01 · VALUATION

Your $500M is real, not a pitch

The internally-consistent output of $250K ARR × 250 clients × 8× — a ~2.5% take on Day-Law-class firms. Standalone band $300M → $500M → $1.24B.

02 · COMBINATION

Worth more together than apart

Base ~$1.0B combined vs a ~$630M sum-of-parts — a +60% "1+1>2" premium from shared distribution, a joint med-cron line, and a multiple re-rating.

03 · POSITIONING

You're not competing — you close the gap

His rivals are specialty EHRs; your legal-AI peers only process records they don't own. Ladd + Soma is the only pairing that instruments both ends of a PI case.

The move tomorrow: don't quote a price — sign a one-page MOU (reciprocal intent, non-rev-share, 60–90 day exclusivity, mutual NDA underneath). Let the economics follow the definitive.
Valuation headline

The numbers at a glance

AssetConservativeBaseAggressiveConfidence
Ladd / Consortium Law standalone, 250 clients~$300M~$500M~$1.24BLow–Mod
Soma ~250 medical clients~$40M~$131M~$340MLow
Sum of parts~$631M
COMBINED synergized~$780M~$1.01B~$1.26BMechanism
1+1>2 premium over sum-of-parts
+~$380M / +60%
Base case — the reason to combine, not just cooperate.
Enterprise value per client
$2.0M
$500M ÷ 250 — the unit that anchors the model.
Implied platform take
2.5%
On a $9.9M/yr reference firm → $250K ARR.
Defend it live

How the $500M is built

Value = platform ARR per client × client count × revenue multiple. Reverse-engineer Sean's benchmark and it lands exactly on plausible inputs — a 2.5% take at an 8× multiple.

ScenarioTakePlatform ARR / clientARR @ 250MultipleLadd EV
Conservative2.0%$198K$49.5M~$297M
Base — ties to Sean's $500M2.5%$250K$62.5M~$500M
Aggressive5.0%$495K$123.75M10×~$1.24B
Assumption  The $9.9M/yr reference is annualized from Day Law's projected steady state — model-based and optimistic (it ignores NY §474-a and NJ 1:21-7). Day Law's premium track makes it a flagship, likely above the average client firm — don't assume all 250 are Day-Law-sized. Real per-firm revenue probably trends lower.
Grounded to today's comps

Are the multiples defensible? Yes — and Sean-favorable

LEGAL-AI CEILING · 2026
39–55×

Harvey $15.6B / ~$400M ARR ≈ 39×. Legora $5.55B / ~$100M ≈ 55×. PI-plaintiff specialists EvenUp ~$2B, Eve ~$1B (reasoned 10–20× band).

LADD'S ASK
6–10×

Conservative against that ceiling. Upside to 15–25× if Ladd earns AI-native investor framing. Legacy legal-tech sits at just 3–8×.

HEALTH-IT · FOR SOMA
5–9×

Healthcare-IT M&A ~5.3× rev; vertical-SaaS health 5–12× ARR in 2026. Soma sits mid-band — top plausible with proven NRR + the WC / No-Fault regulatory moat.

Combined 9× is a floor, not a ceiling. No category comp exists yet for a "PI supply-chain platform"; the nearest analog — vertical SaaS with an owned data layer — historically re-rates 20–40% above blended sum-of-parts.
The 1+1>2 engine

Why combined beats the sum of parts

Synergized ARR bridge · $M
$62.5
Ladd ARR
$18.75
Soma ARR
+$16.25
Cross-attach +20%
+$15.0
Med-cron line
$112.5
Synergized
Re-rated @ 9× → Combined EV (base)
~$1.01B
01

Shared distribution

PI cases are medical + legal — each client base becomes the other's zero-CAC channel.

02

The med-cron line

Productized medical-chronology automation that only exists when the EHR and the case engine are joined — incremental ARR neither books alone.

03

Multiple re-rating

Owning the whole workflow is stickier and bigger-TAM than either half — a new, richer category.

Cross-attach, med-cron, and the 9× re-rate are Assumption cells — replace with Nikki's actuals to harden.
Show him you studied his space

The competitive map — three rings

Ring 1His direct setMSK / PI-medical EHR
Compulink Advantage Ortho · Modernizing Medicine · Raintree · ChiroTouch · WebPT · Prompt · HENO · Genesis.  Each is specialty-locked — Soma's cross-specialty MSK-injury pitch is a defensible niche if the go-to-market names it as such.
Ring 2Records → legal bridgedo NOT compete — redistribute
EvenUp · Supio · Codes Health · Wisedocs · ChartRequest / ChartSwap.  Every one receives records; none generate the chart.
Ring 3Ladd's own neighborsfor context
SmartAdvocate · Litify · Filevine · CasePeer / Neos.
Assumption  Soma ≈ SomaHealth (MSK-native EHR, WC / No-Fault aligned). Verify with Nikki up front — name, primary specialty, payer mix, practice size. Tactical: let Nikki name his top three competitors before you name yours.
The differentiator

Everyone else processes records they don't own

Legal-AI peers — Harvey, EvenUp, Supio, Eve — are all capped by retrieval: HIPAA latency, incomplete records, dictated-note ambiguity. Ladd + Soma originates the record on one side and consumes it on the other, structured, from the treating clinician's first visit.

01

Records origination vs. processing

The data-quality moat no horizontal peer can copy cheaply — to match it they'd have to buy or build a HIPAA-regulated EHR.

02

Double regulatory + workflow lock-in

HIPAA / WC / No-Fault on Soma's side; PI case-management on Ladd's.

03

Med-cron is a byproduct, not a product

For EvenUp / Supio it is the product; for you it falls out of the data model for free — letting you undercut a ~$2B surface.

04

TAM by supply chain, not by seat

Price across the whole PI dollar — provider-side and firm-side.

05

Re-rating by re-categorization

Neither legal-AI nor health-IT — the PI supply-chain platform. That category's ceiling is set by imagination, not peer trades.

Three lines to open with tomorrow

How to say it in the room

"Nikki — I've spent this week mapping your set: Compulink Ortho, Modernizing Medicine, Raintree, ChiroTouch, WebPT. None own the legal-side interface. And on my side — EvenUp, Supio, Eve, Harvey — none own the medical EHR. That's the gap, and I think you and I are the only two who can close it without either of us building a $500M product neither of us wants."
"I'm not here to take a share of your revenue. I'm here to make every one of your practices worth more per patient by making every one of my firms worth more per case — using data that already lives in your platform, under your governance, exposed only where a case file requires it."
"If it works, you don't become a legal-AI company and I don't become an EHR company. We become the PI supply chain."
Capturing upside with zero rev-share

Three deal structures

A payment tied to legal-case revenue or client/patient referrals is a live ethics-and-criminal-exposure problem (RPC 5.4 fee-splitting · anti-kickback / capping). Building the deal to avoid it is a feature you sell to Nikki — consideration is always denominated in software value, never a share of legal fees.

STRUCTURE A
Recommended

Reciprocal Attribution Ledger

Shared auditable ledger; attributed value booked in software units (matters, seats, records), netted quarterly, settled in service credits or accrued toward equity — never a revenue cut.

STRUCTURE B
Fastest

Reciprocal fixed-fee OEM

Each grants the other an embed license at a flat, capped fee — symmetric, so at parity the streams net toward zero and the payoff is depth + retention.

STRUCTURE C
Biggest upside

Joint "Med-Cron" NewCo

The joint product is built and owned in a jointly-held NewCo; each parent licenses in its core (not assigns) and owns equity in the JV.

Counsel note (Robert): engineered to clear RPC 5.4 and anti-kickback exposure — a licensed attorney in each state (NY / NJ) must countersign before either party signs.
The move + the sequence

Sign an MOU tomorrow — not a definitive

01

MOU tomorrow Robert drafts on Joe's go

One page: reciprocal intent to integrate, non-rev-share, attribution-based; 60–90 day exclusivity / standstill; mutual NDA underneath.

02

Phase 1 = Structure A

The operating relationship — captures cross-attach value immediately, low drama.

03

Phase 2 = Structure C

Fund the med-cron JV by converting accrued Structure-A credits into founding equity — A's credits become C's cap table. The built-in bridge.

04

Structure B stays in the pocket

The fast fallback if Nikki wants the simplest possible start.

Sean walks in with a signable, low-risk first step tomorrow while showing Nikki a credible path to shared equity upside — the "worth more together" story in contract form, with zero prohibited rev-share.
What hardens this package

Five questions to bring back tomorrow

Ranked by how much each swings the valuation. The single most valuable output of the meeting isn't a signature — it's Nikki's real numbers.

01

Ladd's contracted / target rev-share % moves Ladd 4× across the band

The single biggest unknown.

02

Average client-firm size

Is Day Law the flagship, or the mean?

03

Soma's actuals

Client count, per-client ARR, growth, margin, NRR — every Soma figure here is an assumption until we have these.

04

Med-cron scope

Confirm it's medical-chronology / record automation — not a scheduling / billing engine.

05

Confirmed contracting parties

Who earns legal fees vs. who licenses software — the fee-split analysis depends on it.

TBG
TBG Intelligence
The one thing to hold

You're not competing with Nikki.
You're the only two who can close the gap.

Don't quote a price. Sign the MOU. Bring back his numbers — and we turn this range into a term sheet.
Standalone Ladd (base)
~$500M
Combined (base)
~$1.01B
1+1>2 premium
+60%
Rev-share
Zero
Assembled by Sloane Merrick (Bellwether) from P1 valuation (Sloane), P2a deal structures (Robert Holloway, Counsel), P2b competitive brief (Simon Ashford). Numbers illustrative at the tagged assumptions — replace with contracted rev-share + Soma actuals to harden from LOW confidence to term-sheet grade. · TBG Intelligence · 2026-09-17
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