For tech founders, selling a SaaS is an opportunity to turn years of hard work into real, tangible outcomes, whether that means unlocking personal liquidity, stepping into a new role, or finding a long-term home for their company.
Sell-side M&A advisory services help business owners manage the full transaction lifecycle: from preparing financials and building the success narrative, to developing a valuation strategy, curating potential buyers, managing the sale process, and negotiating terms that align with long-term priorities.
What a sell-side M&A advisor actually does
A sell-side M&A advisor leads the transaction so you can stay focused on running the company. Advisory service firms prepare the narrative for the business sale, develop a target buyer list, manage the timeline of the process, and oversee negotiations from first outreach through closing.
Just as important, advisors bring industry expertise, judgment, and deal execution experience. They understand how buyers think, when to push for stronger terms, and how to address challenges without slowing momentum. The perspective of an M&A advisor protects your leverage and helps secure an outcome that reflects the full value of the business.
Read: How to find the right M&A advisor?
How advisory teams prepare your company before going to market
Before a company is introduced to buyers, advisors spend significant time getting it ready for scrutiny. This preparation helps protect the valuation of your SaaS company because it reduces surprises, and makes the deal process more efficient.
Here’s how sell-side M&A advisors typically approach it:
1. Evaluate financials and SaaS metrics
Advisors review core metrics like recurring revenue, net revenue retention, CAC payback, churn, and gross margin. The goal is to understand how buyers will view performance and to highlight strengths while addressing weaknesses.
2. Refine the growth story
Sell side advisory experts can also help you craft a narrative that explains why the tech business you are selling is attractive today and in the future to strategic buyers. They benchmark against relevant market comparables and ensure the story resonates with the buyer types most likely to engage.
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3. Surface and resolve value detractors
Issues like customer concentration, deferred revenue, or inconsistent reporting can drag down a valuation. Advisors identify these problems early and work with the management team to reduce their impact before the potential buyers ever see them.
4. Strengthen reporting and operations
Buyers equate clean reporting with lower risk. Advisors guide improvements to financial reporting, SaaS metric tracking, and operational discipline to present the company as market-ready.
This preparation is about making sure the fundamentals are clear, credible, and defensible. By the time the right buyer sees the business, the story is consistent, the growth potential is clear, data holds up, and potential objections have already been addressed.
Getting an accurate and market-driven business valuation
Valuation is often the most visible part of a deal, but it’s rarely straightforward. For founders, the number buyers put on the table is shaped not only by metrics but also by positioning, timing, and the competitive dynamics of the process.
A sell-side advisor’s role in this matter is to ensure that the valuation reflects and maximizes the company’s true market potential, by highlighting the right metrics and selecting the best valuation method.
Advisors do this by:
- Analyzing market comparables and multiples: Benchmarking performance against similar SaaS and tech businesses that have sold, using ARR, NRR, LTV/CAC, CAC payback, and other SaaS-specific indicators.
- Tailoring valuation to buyer types: Recognizing that private equity, strategic acquirers, and sponsor-backed platforms each value businesses differently, and positioning the story accordingly.
- Managing expectations around structure: Helping founders understand how terms like earnouts, escrows, or equity rollovers affect the “real” valuation, beyond the headline number.
- Creating competitive tension: Using a structured process to bring multiple buyers to the table, which can increase pricing power and uncover strategic premiums.
Creating the buyer strategy: Targeting, outreach, and competitive tension
Once the company is market ready, the next step is deciding who should see it and how they should engage. A sell-side advisor builds and executes that strategy with discretion, making sure the right buyers are at the table, and that they stay competitive.
Key parts of this work include:
- Curating the buyer list: Advisors identify buyers based on strategic fit, financial capacity, and track record. This often includes strategics, private equity firms, sponsor-backed platforms, and occasionally hybrids.
- Managing confidential outreach: Advisors approach buyers in a way that signals professionalism and scarcity, protecting sensitive information while generating interest.
- Running parallel conversations: Multiple buyers are advanced at once, creating competitive tension that increases leverage and improves terms.
- Aligning buyers with founder goals: Beyond price, advisors filter for buyers whose vision, deal structure, and integration plans match what matters most to the seller.
Controlling the narrative through deal materials and positioning
The way a company is presented to buyers shapes how the deal unfolds. Advisors design and manage that presentation so the business comes across as both credible and compelling.
A major piece of this work is preparing the Confidential Information Memorandum (CIM) and teaser, which highlight the company's growth story in a way that matches market expectations while reinforcing strategic upside.
Advisors build and organize the data room as well, anticipating buyer diligence requests and smoothing the path for later stages of the process.
Negotiating and structuring the deal
When the right buyers are at the table, the focus shifts from the interest in the business to the potential terms of a deal that reflects both the value of the business and the goals behind the decision to sell, especially for the founder.
Sell-side advisory services firms take the lead in negotiations, managing both the headline valuation and the details that ultimately determine the outcome for founders:
- Economic terms
Advisors negotiate the financial structure of the deal, including valuation, earnouts, escrows, working capital adjustments, and rollover equity. Each element can materially affect the seller’s net outcome and payment structure, so the focus is on balancing risk and reward in the seller’s favor. - Founder-related terms
Beyond the purchase price, advisors manage employment agreements, post-close control, and integration planning. These decisions influence the founder’s role after the transaction and the future of the team. Sensitive issues such as layoffs or intellectual property ownership are handled with discretion to protect relationships and outcomes.
Read: How M&A Advisors Help Founder's With Exit Planning - Negotiation dynamics
Advisors use competitive tension and structured communication to preserve leverage throughout the process. By advancing multiple conversations in parallel, they strengthen the seller’s position and push buyers toward terms that align with the founder’s priorities.
Managing the due diligence process for a successful transaction
The responsibilities of advisors after the deal terms are defined, typically include:
- Data room management
Advisors build and oversee a professional data room that includes contracts, financial statements, SaaS metrics, and legal documents. They ensure the information is complete, consistent, and ready for buyer review. - Coordinating diligence responses
When buyers request additional information, advisors coordinate input from founders, legal counsel, and accountants. This keeps responses accurate and timely while minimizing disruption to day-to-day business operations. - Resolving red flags
Common diligence issues such as contract inconsistencies, deferred revenue, or discrepancies in SaaS reporting are addressed directly. Advisors provide context, corrections, or explanations before these issues escalate into larger concerns. - Driving the deal to close
Advisors manage closing checklists, track conditions precedent, and keep all parties focused on the timeline. They play a central role in reducing deal fatigue and ensuring the transaction reaches the finish line on the agreed terms.
The diligence and closing phase is where many deals stall. By staying proactive and structured, advisors keep the process moving and protect the integrity of the negotiated outcome.
How to choose the right sell-side advisor
Selecting the right advisor can shape both buyer confidence as well as the outcome. Founders looking to sell their SaaS company and work with advisors should look for:
- Domain expertise – Experience with SaaS and middle-market companies.
- Recent deal activity – A proven track record of successful transactions.
- Senior-level attention – Direct involvement from experienced bankers, not junior handoffs.
- Process design and buyer access – A clear approach to creating competitive tension and reaching the right buyers.
The L40° team brings senior-level focus, deep SaaS expertise, and a process built for founder outcomes. If you’re considering a sale or want to explore your options, our team can help you understand the market, prepare with confidence, and run a process that reflects the true value of your business. Reach out today.
