SaaS M&A: A Guide for Business Owners Considering an Exit
Selling your SaaS business is likely the most significant (and complex) financial transaction of your career. It involves understanding your…
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Welcome to the latest issue of The Winning M&A Advisor, the Axial publication that anonymously unpacks data, fees, and terms from the winning M&A engagement letters of professional M&A advisors using Axial to win new sell-side business.
Below, we outline the engagement letter terms that ultimately resonated with the business owner, including retainer structure, success fees, engagement duration, and post-termination protections—providing a transparent look at what “winning” terms can look like in today’s market.
| Engagement Letter Details | |
| Retainer Required | Yes - $60K |
| Retainer Payment Terms | Upfront |
| Retainer Applied to Success Fee | No |
| Engagement Duration | 6 months, converts to month-to-month thereafter |
| Exclusive | Yes - either party may terminate with 30 days' written notice |
| Success Fee | Based on the total transaction value, calculated below |
| 3.5% - up to $17M | |
| 5.5% - above $17M | |
| No minimum success fee | |
| Special Terms | |
| Tail Period: 18 months - the advisor earns a success fee if a deal closes with a buyer introduced by the advisor or identified by the Client during the engagement. | |
| Maximum term: The engagement automatically terminates 36 months after acceptance if not already ended. | |
| Charitable Donation Provision: Upon a successful closing, the advisor will donate $30,000 (50%) to a 501(c)(3) charity chosen by the Client. | |
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Behind The Win:
As part of every Advisor Finder process, we ask the business owner to provide a rationale for why they hired a given advisor. The following attributes contributed to the selection of the Winning M&A Advisor:
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Disciplined Outreach Strategy: The business owner appreciated that the advisor was not committed to broad, high-volume outreach. Instead, the advisor proposed a targeted buyer approach that aligned with the owner’s preferences.
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Clearly Defined Phases: The advisor laid out a structured, phased scope of services—from preparation through marketing and closing—giving the owner clarity around expectations, deliverables, and how the process would unfold over time.
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Reasonable Engagement Term: The six-month initial engagement term stood out favorably compared to other advisors requiring 12-month minimum commitments, providing the owner with greater flexibility and comfort moving forward.
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Collaborative Team Dynamic: The owner felt a strong rapport with the advisory team and valued their collaborative working style, noting that interactions felt constructive, aligned, and supportive without being overly aggressive or sales-driven.
| The Business | |
| Timeline | |
| Reaches Out To Axial | 10/31/2024 |
| Begins Interviewing M&A Advisors | 11/12/2024 |
| Signs The Winning Engagement Letter | 1/23/2025 |
| Business Data | |
| Industry | Technology |
| Revenue Range | $10M - $12M |
| EBITDA Range | $2M - $3M |
| Desired Transaction | |
| Transaction Type | Majority Sale (Over 50%) |
| Reason For Transaction | Owner wishes to pursue new opportunities |
| Transaction Timeline | 6-12 months |
| Advisor Recommendation #1 | |
| Firm Type | Investment Bank |
| Generalist / Specialist | Generalist |
| Deals Marketed on Axial L12 | 11 |
| Deals Marketed on Axial All-Time | 49 |
| Average Revenue of Deals | $19,688,266 |
| Average EBITDA of Deals | $2,455,938 |
| Advisor Recommendation #2 | |
| Firm Type | M&A Advisory Firm |
| Generalist / Specialist | Generalist |
| Deals Marketed on Axial L12 | 7 |
| Deals Marketed on Axial All-Time | 77 |
| Average Revenue of Deals | $7,457,531 |
| Average EBITDA of Deals | $1,307,185 |
| Advisor Recommendation #3 (Winning M&A Advisor) | |
| Firm Type | Investment Bank |
| Generalist / Specialist | Generalist |
| Deals Marketed on Axial L12 | 6 |
| Deals Marketed on Axial All-Time | 45 |
| Average Revenue of Deals | $17,272,947 |
| Average EBITDA of Deals | $1,879,694 |
Axial is the trusted deal platform serving the lower middle market ($2.5-$250M TEV).
Over 3,500 advisory firms and 3,000 corporate and financial buyers have joined Axial to efficiently connect with relevant capital partners, source actionable deals, and build new relationships.
Visit the Closed Deals page to see selected transactions that have been sourced and closed via Axial.
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