Case Study: A Broken LOI, the Right Advisor, and a Successful Exit
When the owners of a concierge medical practice began thinking seriously about retirement, they knew the time was right to…
Valuing your technology company is a good way to see if your business is exit-ready. By knowing your company’s value, you can assess if you’re likely to get the exit you want — not just in terms of final sale price, but also in the type of deal structure you get, such as how much of your sale price is tied up in earnouts.
The problem is that owners often have an inaccurate understanding of how a buyer will value their company. Owners often gauge their company’s value by looking at public company multiples, industry averages, or their own internal metrics. But without understanding current market conditions, active buyer demand, and what buyers are actually paying in recent transactions, these approaches miss the mark. In our experience, owners can be off when it comes to understanding their company’s value.
We recently spoke with Aaron Solganick, CEO of Solganick & Co., a data-driven investment bank focused exclusively on software and IT service companies. He put company valuation this way:
“If a company gives me their ARR, gross margin, and EBITDA, I can give them a rough estimate of their value. But before you go to market, you want a specific and accurate multiple. Getting at your accurate multiple requires your KPIs and financial data, as well as understanding what buyers in the market are actually paying for companies like yours right now.”
When M&A advisors like Solganick do such an in-depth analysis, they’re getting at not just what your business is worth, but what a buyer would be willing to offer for it.
This is why we recommend that you get your company valued early and often.
With an accurate, market-ready valuation, you can:
At Axial, we work with technology companies across multiple verticals that are interested in exploring a sale. Our network includes SaaS platforms serving enterprise clients such as government agencies and Fortune 500 companies; cybersecurity firms protecting against emerging threats; data analytics companies providing business intelligence solutions; IoT solutions connecting physical devices to cloud platforms; and enterprise software companies streamlining business operations. We help our clients find the right M&A advisor who can accurately value their business and take them to market.
The businesses we work with typically have revenues ranging from $5M to $100M+, each with distinct positioning challenges, such as finding an investment bank that understands complex technical due diligence processes or needing guidance on how enterprise sales cycles affect valuation multiples.
To learn more, schedule a free exit consultation.
M&A advisors typically use multiple valuation methods to arrive at an accurate range for your technology company.
When we asked Aaron Solganick about his firm’s approach, he explained: “We generally focus on comparable companies and precedent transactions when arriving at your valuation multiple.” This approach makes sense for advisors with deep industry experience — they’ve closed deals in your sector and have access to proprietary transaction data that isn’t publicly available. This is why finding an M&A advisor with relevant deal experience matters: they bring real-world transaction data from companies similar to yours.
Solganick also discussed using discounted cash flow (DCF) analysis, which values companies based on projected future cash flows rather than market multiples. “DCF is sometimes used for mature, profitable technology companies, but revenue multiples provide a more practical framework for most businesses, especially those still in high-growth mode.”
The key here is that M&A advisors will use various valuation methods, based on your business model and growth stage, to arrive at an accurate valuation range for your company.
Below, we cover the three different valuation methods Solganick mentioned that are most often applicable when valuing technology companies, specifically software/SaaS companies.
Comparable company analysis benchmarks your company against publicly traded technology companies in your sector to understand what multiples similar businesses command in the market.
Advisors select comparable companies based on business model, geographic market, and growth characteristics rather than just size. For example, if you’re a cybersecurity SaaS company, your advisor will look at public cybersecurity software companies with similar growth profiles and customer retention patterns, even if those public companies are significantly larger.
However, direct comparisons can be challenging. Public companies are typically much larger, more liquid, and have more resources than private mid-sized businesses. Experienced advisors apply appropriate discounts for private company status, smaller size, and reduced liquidity compared to public markets. Then, they adjust for your specific characteristics — a company growing 50% annually might command a premium over the comparable set, while a company with higher customer concentration might receive a discount.
The value advisors bring is understanding which public comparables are most relevant to your business and how to adjust those multiples to reflect your specific growth rate, profitability, customer metrics, and market position.
This approach examines recent acquisitions of similar technology companies to understand what buyers actually paid in real M&A deals. Private transaction data is particularly valuable because it reflects actual exit outcomes rather than public market trading multiples.
Advisors focus on transactions completed within the last 18 months, as market conditions in technology change quickly and older deals may not reflect current valuations. They analyze not just the headline multiples buyers have paid, but also the deal structure — how much was cash at close versus earnouts or equity rollovers. This reveals typical deal terms for companies like yours, not just valuation levels.
The challenge is that no two companies are identical. Advisors factor in how your growth rate, profitability, customer base, and market position compare to the precedent transactions to determine where your valuation would likely fall.
The key advantage of precedent transactions is that this data shows what buyers actually paid, not just what public markets think companies are worth. However, much of this data isn’t publicly available. Experienced advisors provide value through their networks and access to proprietary deal databases from transactions they’ve completed or have knowledge of.
DCF analysis is less common for early-stage, high-growth technology companies but becomes more relevant for mature businesses with predictable cash flows.
This method works best for companies with stable customer bases, predictable revenue patterns, and clear paths to profitability — such as mature IT services firms or established vertical software companies. However, high-growth companies reinvesting heavily in expansion often show minimal cash flows despite strong fundamentals, making revenue multiples more appropriate for valuation.
The challenge with DCF for technology companies is that rapid market changes, competitive dynamics, and technology evolution make long-term cash flow projections difficult and potentially misleading, especially for companies in emerging categories.
Here are more resources for valuing your company:
We recommend getting your business valued early — ideally 6–12 months before you plan to go to market. This timeline gives you enough runway to address any gaps that could impact your valuation without delaying your exit unnecessarily.
If your current valuation doesn’t meet your exit goals, you have time to make improvements. The key is to establish an accurate baseline first, then systematically address the factors buyers care about most.
When we spoke with Solganick, he shared that the areas that most significantly impact technology company valuations include:
You can read more about improving performance in our articles on:
An experienced M&A advisor can help you identify which metrics matter most for your specific business model and buyer pool, then create a timeline for addressing gaps before going to market.
As discussed, the right M&A advisor can get you an accurate, market-ready valuation by leveraging comparable transaction data from recent deals, understanding how different buyer types evaluate technology companies, and bringing sector-specific expertise that ensures your unique value propositions are properly reflected.
But understanding your technology company’s valuation is just the starting point. Your company’s actual value is ultimately what a buyer is willing to pay for it. This is where working with an experienced M&A advisor specializing in technology transactions makes a measurable difference.
M&A advisors help you achieve better exit outcomes in terms of final sale price, deal structure, exit timeline, and stewardship. Data shows that working with an M&A advisor can increase your final sale price anywhere from 6–25%, according to the Quarterly Journal of Finance.
Most owners receive one unsolicited offer with no context about whether it’s competitive. Advisors create competitive environments that drive better outcomes.
They do this by marketing your business in their network. Advisors build these diverse buyer pools by targeting strategic buyers (larger technology companies seeking geographic expansion or technology integration), private equity firms (looking for platform investments or add-on acquisitions), and independent sponsors partnered with institutional capital focused on growth-stage technology companies.
Solganick shared with us just one example from his client list to show us how large a buyer distribution channel is needed to secure multiple viable buyers.
The Solganick team:
With eight qualified options, the owner has significantly better odds at securing favorable terms and achieving their ideal exit.
Technology businesses have unique characteristics that require specialized knowledge to market effectively. Unlike traditional businesses evaluated primarily on revenue and profit, technology companies are valued based on complex metrics like recurring revenue quality, customer retention, technical infrastructure, and growth efficiency.
An experienced advisor understands how to present these metrics in ways that help buyers see their value. The value of your metrics depends heavily on the type of buyer you’re targeting and what they’re looking for in an acquisition.
Different buyers value different aspects of your business:
The key insight is that different buyers value different things. An experienced advisor knows how to tailor the story of your business to resonate with each buyer type, maximizing perceived value without misrepresenting your company.
You can learn more in our articles on:
Technology transactions often involve complex structures that significantly impact your actual payout: cash at close, rollover equity for potential “second bite” returns, earnouts tied to performance metrics, and employment or consulting agreements.
Your M&A advisor has experience evaluating dozens of deal structures and brings objectivity that allows them to assess terms fairly.
An experienced advisor provides several critical advantages during negotiations:
Beyond price, advisors help optimize your total exit experience. This includes finding buyers whose approach aligns with your vision for the company’s future, identifying buyers who can meet your timeline, and structuring post-sale involvement that matches your preferences.
At Axial, we have over 3,000 M&A advisors and investment banks within our network.
Rather than providing generic referrals, we analyze each advisor’s transaction history within our network to understand their specific expertise. For technology businesses, this means identifying advisors who understand technology industry valuations, know the nuances of technology due diligence, and have relationships with buyers who actively acquire technology companies.
We examine factors like the advisor’s experience with businesses of your size, their familiarity with your technology stack or market vertical, and their success rate in closing technology transactions at competitive valuations.
Our evaluation process considers three critical factors:
We start by pairing you with an Exit Consultant who understands your business and exit goals. Your consultant will leverage Axial’s network of M&A advisors and investment banks to create a shortlist of 3–5 candidates specifically qualified to handle your technology business sale.
Each advisor on your shortlist will have demonstrated expertise in technology transactions, proven ability to generate competitive interest, and strong professional reputation within our network. We provide detailed insights about each candidate to help you evaluate your options and prepare for advisor interviews.