Buyer Avoids USD 4M Indirect Access Claim

This software M&A case study shows how a buyer avoided a USD 4M indirect access claim by measuring the target SAP digital access exposure before signing, then pricing it into the transaction rather than inheriting it as a post close surprise.

The situation

The composite is a private equity backed industrial distributor acquiring a 1,200 employee competitor. The target ran SAP ECC at the core, with a customer portal and several integrated applications feeding orders into SAP without a named SAP user behind each transaction. This is the classic indirect, or digital, access pattern. The seller had never been audited and treated the SAP estate as fully licensed. Nothing in the data room suggested otherwise.

A bar comparison showing a four million dollar indirect access exposure identified before signing and reduced to zero net cost to the buyer after it was priced into the deal.

The exposure we found

We mapped every system that touched SAP and counted the transactions that originated outside a licensed user. The customer portal alone generated a document volume that, under SAP digital access pricing, implied a licensing shortfall valued near 4 million dollars at list. This is exactly the exposure that turns into a publisher claim after a change of ownership. As of June 2026, public reporting on SAP indirect access shows the scale these disputes can reach: SAP pursued Anheuser Busch InBev for a reported 600 million dollars, and the English High Court ruling in Diageo Great Britain Ltd v SAP UK Ltd [2017] EWHC 189 (TCC) established indirect access liability that press coverage valued near 60 million pounds.

Indirect access exposure by source system
Source	Access pattern	Document volume	Indicative exposure
Customer portal	Orders into SAP, no named user	High	~ USD 2.8m
Logistics integration	Automated document creation	Medium	~ USD 0.8m
Partner EDI feed	Inbound document flow	Lower	~ USD 0.4m
Total	Aggregate digital access		~ USD 4.0m

Our approach

We delivered the buyer a quantified indirect access exposure with its assumptions stated, in time for it to move the deal. The number was not a guess. It was built from document counts mapped to SAP digital access metrics, with a defensible range the investment committee could rely on. We set out three options: reduce the purchase price by the exposure, hold it in escrow, or cover it through warranty and indemnity. We recommend buyers engage their own counsel on the contract mechanics, which the deal team did.

A timeline showing system mapping, document counting, exposure quantification and the deal term that neutralised the four million dollar risk.

The outcome

The buyer carried the exposure into the negotiation. The parties agreed a specific indemnity backed by an escrow holdback sized to the quantified range, so if SAP raised a digital access claim after close the cost fell to the seller, not the buyer. Net cost to the buyer was zero. Had the exposure stayed hidden, the first sign of it would likely have been an audit notice months after close, with the earnings already underwritten on the wrong basis.

Key takeaways

Indirect or digital access is one of the most common and most expensive latent exposures in an SAP estate.
It is invisible in a data room because the seller has usually never been audited and assumes full compliance.
As of June 2026, public proof points show the scale: SAP pursued AB InBev for a reported 600 million dollars and Diageo v SAP established indirect access liability.
Found before signing, the exposure can be priced, escrowed or covered by warranty. Found after close, it is the buyer cost to cure.

Recommendations for buyers

Map every system that touches SAP. Indirect access hides in portals, integrations and automated document flows.
Count the documents, not the users. SAP digital access is priced on document volume, so that is what must be measured.
Quantify before you sign. A defensible number is what lets you move price, set an escrow or trigger warranty cover.
Back the indemnity with an escrow. A specific indemnity sized to the exposure puts the cost where it belongs if a claim lands.

Lessons for buyers

The lesson for buyers is that the absence of an audit history is not evidence of compliance. It is the reason the exposure is still there. Indirect access does not show up on a license certificate or in a contract summary. It has to be measured from how the systems actually work. A buyer that measures it before signing controls the outcome. A buyer that does not inherits the claim.

Read more in our M&A software audit defense service, understand the mechanism in the indirect access glossary entry, and see the publisher detail on our SAP in M&A licensing and audit risk page.

Frequently asked questions

What is indirect access in SAP licensing?

Indirect access, which SAP now prices as digital access, is when a person or system uses SAP data through another application rather than logging in directly. Because it is priced on document volume rather than named users, a portal or integration can create a large licensing shortfall that no user count would reveal.

Why is indirect access a risk in an acquisition?

A change of ownership is a common trigger for a publisher audit. If the target has unmeasured indirect access, the first sign of it is often an audit claim after close, by which point the earnings have been underwritten on the wrong basis. As of June 2026, public cases such as SAP v Diageo show the scale these claims can reach.

How do you quantify indirect access before a deal?

We map every system that feeds SAP, count the documents created outside a licensed user, and apply SAP digital access metrics to produce a defensible exposure range. That number is what lets the buyer move price, set an escrow or trigger warranty cover.

Does the buyer or seller pay for inherited indirect access?

It depends on how the deal is papered. In this composite the parties agreed a specific indemnity backed by an escrow, so the cost of any post close SAP claim fell to the seller. We recommend engaging your own counsel on the indemnity mechanics.

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