Sell My SaaS Business – AI-Powered Brokerage & Valuation

Thinking of an exit? Get a data-driven valuation, a buyer-ready package, and a confidential process designed for SaaS founders.

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How Much Is My SaaS Business Worth?

Short answer: Valuation ≈ ARR × market multiple, adjusted for growth, retention (NRR/churn), unit economics (LTV:CAC, payback), margins, customer/channel concentration, contracts, and product risk.

Valuation, in brief (5 steps)

Choose method: revenue multiple (common for SaaS) or EBITDA/SDE for smaller, mature firms.
Normalise metrics: ARR/MRR, GAAP revenue, gross margin, NRR, churn, LTV:CAC, payback.
Benchmark with comps: size band, growth, category, ACV/SMB vs enterprise, billing terms.
Adjust for risk: concentration, contract assignability, IP, tech debt, data/privacy posture.
Run scenarios: base / upside / de-risked, then set a defendable range for negotiations.

SaaS Valuation Multiples in 2025 (Indicative)

Ranges vary by size, quality, and buyer type. Treat these as directional bands, not guarantees.

Profile	Basis	Indicative Range*
Owner-operated, sub-$2m revenue	SDE multiple	~2.5×–4.5× SDE
$2m–$10m ARR, steady growth	ARR/Revenue multiple	~2.0×–5.0× ARR
$10m+ ARR, strong metrics	ARR/Revenue multiple	~4.0×–8.0× ARR

*Illustrative bands only; actual outcomes depend on growth, NRR, margins, risk, buyer type, and market conditions.

How We Value SaaS: MRR/ARR, Churn, NRR, LTV:CAC

Driver	Strong Signal	Effect on Multiple
ARR Growth	Consistent QoQ growth with pipeline coverage	Higher (durability of growth)
Retention / NRR	Low logo churn; NRR ≥ 110%	Higher (expansion offsets churn)
Unit Economics	LTV:CAC ≥ 3:1; payback < 12 months	Higher (efficient growth)
Gross Margin	≥ 75% with stable COGS	Higher (profit potential)
Concentration Risk	No customer > 15% ARR; diversified channels	Higher (lower revenue risk)
Contracts & IP	Assignable contracts; clean IP; DPAs	Higher (smoother diligence)

SDE vs EBITDA for SaaS: Which One Matters?

Smaller, owner-operated SaaS are often priced on SDE (profit + reasonable owner compensation + normalised add-backs). Larger teams trend to EBITDA or revenue multiples. We compute both and align to the buyer pool.

How our AI model improves the valuation

Maps your metrics to live deal/comparable bands (category, size, growth, NRR).
Runs sensitivity on churn, payback, and margin improvements to show multiple uplift.
Ranks buyer fit (strategic vs financial) to indicate likely price/structure scenarios.

Example (illustrative): ARR $1.2m; 35% YoY growth; NRR 115%; 80% gross margin; 8-month payback; low concentration → AI comps produce a defendable range and show how +5 pts NRR or −2 months payback shifts the range upward.

What to prepare (faster valuation)

Last 24 months P&L + balance sheet; MRR/ARR bridge (new, expansion, contraction, churn).
Cohort/retention exports; churn reasons (voluntary/involuntary) & dunning metrics.
Revenue by product/segment, ACV bands, billing terms (monthly/annual/pre-pay).
Top 20 customers with % of ARR; partner/platform dependence notes.
Contracts/IP checklist: assignability, DPAs, licences, security certifications.

Quick answers:

Is SaaS valued on revenue or profit? Mostly revenue (ARR) for growth SaaS; EBITDA/SDE more for smaller, slower-growth or owner-operated firms.

Does the Rule of 40 matter? Efficiency and growth balance influence multiples; buyers also weight growth durability and retention quality.

What improves my multiple fastest? Better NRR/churn, quicker CAC payback, cleaner contracts/IP, and reduced customer/channel concentration.

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How Long Does a SaaS Exit Take? (Typical 3–6 Month Timeline)

Phase	Weeks	What Happens
Preparation	2–4	Normalise financials & metrics; assemble docs; create CIM; data room setup.
Outreach & IOIs	2–4	Targeted buyer list; NDAs; teaser/CIM distribution; initial Q&A.
LOIs & Negotiation	2–3	Term negotiation (price, structure, earn-out); select preferred LOI.
Due Diligence	4–8	Financial, legal, technical, security; customer calls; confirmatory checks.
Closing & Handover	1–2	Legals, funds flow, IP & account transfers; transition plan.

Timelines vary by deal size, data quality, and buyer type. Clean books and a complete data room compress time-to-close.

SaaS Sale Process (Step-by-Step)

Preparation: normalise financials, verify metrics, review contracts, IP, licences.
Packaging: CIM/teaser, KPI deck, and secure data room.
Buyer Outreach: confidential, thesis-based approach to qualified buyers; NDAs first.
Offers & Negotiation: manage Q&A; align on price & structure.
Due Diligence: coordinate financial, legal, and technical diligence.

IOI vs LOI: What’s the Difference?

IOI (Indication of Interest) is a non-binding price range and high-level terms used to shortlist buyers. LOI (Letter of Intent) sets a specific price/structure, exclusivity period, and key conditions; it is still largely non-binding except for exclusivity, confidentiality, and certain clauses.

Closing & Handover

Post-LOI, definitive agreements are drafted (SPA/APA), schedules completed, working-capital and deferred-revenue mechanics finalised, funds-flow and escrow arranged, and IP/accounts transferred. A clear transition plan reduces post-close risk.

Due-Diligence Checklist & Data-Room Index

Financials: last 24–36 months P&L/BS/CF; revenue recognition policy; ARR/MRR bridge.
Metrics: churn (logo/revenue), NRR, LTV:CAC, cohort & pipeline reports.
Legal: incorporation, cap table, contracts (assignability), DPAs, licences, IP ownership.
Tech: architecture, repos, dependencies, security posture (SOC2/ISO if applicable).
Commercial: top customers, agreements, pricing, renewal/expansion history.
HR/Operations: org chart, key roles, contractor agreements, SOPs.

Deal Structures & Terms

Element	What it is	Pros	Considerations
Asset vs Share	What the buyer purchases	Asset: cleaner; Share: simpler continuity	Tax impact; liabilities; contract assignment
Earn-out	Deferred, performance-linked	Bridges valuation gaps	Metrics definitions; control; reporting
Seller Note	Vendor financing	Faster close, better price	Interest, security, covenant terms
Escrow/Holdback	Funds reserved post-close	Protects against surprises	Duration, claims process

Working Capital & Deferred Revenue Adjustments

Expect a normalised working-capital target at close. For SaaS, deferred revenue and pre-paids require clear treatment to avoid double-counting or cash shortfalls. Define mechanics in the LOI.

Taxes & Legal Basics

Jurisdictions: tax outcomes differ (US/UK/EU). Obtain specialist advice early.
IP & Assignability: ensure chain-of-title and contract transfer rights.
Data & Security: DPAs, privacy policy, security certifications.
Non-compete/Non-solicit: scope, duration, and geography matter.

This is not tax or legal advice. Engage qualified advisers in your jurisdiction.

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Who Buys SaaS?

Strategic Buyers: product/market fit, synergies, higher potential multiples.
Financial Buyers (PE/Roll-ups): disciplined underwriting, structured deals.
Search Funds/Entrepreneurial Acquirers: flexible, operator-led transitions.

Broker Fees vs DIY

Path	Typical Cost	What You Get	When It Fits
Brokered	Commission (tiered) + minimal upfront	Packaging, buyer network, negotiation, DD coordination	Limited time, larger buyer pool, price protection
DIY	Low fees; high time cost	You run outreach, Q&A, negotiation, legals	Very small deals; existing buyer already sourced

Best Time to Sell a SaaS Business

Sell into momentum: clean books, durable growth, improving NRR, and a stable pipeline. If growth is slowing, a 3–6 month tune-up (retention, payback, contracts) can materially lift multiples.

Online Business Brokerage Services

Online Business Sale Brokerage & Exit Advisory

We guide digital founders through the full sales process — from preparing financials and positioning to targeted buyer outreach and closing. Commission-based; aligned with your outcome.

Online Business Valuation & Exit Planning

Get an AI-powered, confidential valuation within 24 hours and a focused plan to lift multiples (retention, payback, contracts, documentation).

Buy-Side Advisory & Acquisition Search

For investors and acquirers: retained search, thesis-matched deal flow, modelling and diligence support to reduce risk and speed to close.

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Case Studies (Anonymised)

Profile	Size	Outcome	Structure	Time to LOI
SaaS – billing add-on	$1.2m ARR	~3.9× ARR range	Cash + 12-mo earn-out	5 weeks
SaaS – vertical CRM	$4.8m ARR	~4.6× ARR range	Cash + seller note	7 weeks
SaaS – analytics tool	$650k ARR	~3.2× SDE range	Share purchase	4 weeks

Illustrative examples; actual outcomes depend on metrics, risk, structure and market conditions.

About Our AI-Native Brokerage

We specialise in online business M&A with AI-assisted valuation models, buyer matching, and data-room standards that speed diligence and protect price. Work is confidential, document-first, and founder-friendly.

Partnership Programme

Advisers, accountants, and operators can refer founders ready to exit. Earn partner fees while we deliver valuation, packaging, and deal execution.

Learn more about partnerships

FAQs – Selling a SaaS Business

How long does it take to sell a SaaS business?

Most sales complete in 3–6 months from preparation to close, depending on size, growth quality, buyer fit, and how ready your data room is. See the sale process.

How much is my SaaS business worth?

Valuation is a multiple of revenue or profitability adjusted for growth, churn/retention, NRR, LTV:CAC, margins, and risk. We produce a defensible range using AI-assisted comps and sensitivities.

How do you value a SaaS business (methodology)?

We use AI-assisted market comps plus metric drivers (MRR/ARR growth, churn, expansion, channel mix, concentration, and contract quality) to produce a range with sensitivities. Details in How Valuation Works.

What documents do I need for due diligence?

Clean financials, KPI exports (MRR/ARR, churn, cohort), customer and vendor contracts, IP assignments, security/policies, product roadmaps, and key SOPs. See process and value-maximising prep.

How are MRR and ARR verified?

Via direct platform exports (billing/subscription systems), bank statements, and cohort analyses to reconcile reported figures with cash and churn/expansion patterns.

Do I need audited financials?

Not always. Accurate, verifiable books with reconciled revenue and consistent KPI reporting are usually sufficient for SMB/mid-market; larger deals may request reviews or audits.

What are typical business broker fees?

Success-based commission (sliding by deal size) is standard. Some brokers charge optional upfront fees for valuation/exit-readiness deliverables that reduce time-to-close.

How do you keep the sale confidential?

NDA-gated data rooms, anonymised teasers, and targeted outreach to vetted buyers only. Identities and sensitive data are disclosed in stages.

What deal structures are common (cash vs earn-out)?

A mix of cash at close plus earn-out or deferred elements tied to revenue or retention milestones is common; structure depends on risk, growth, and buyer type.

Asset sale vs share sale — what’s the difference?

Asset sales transfer selected assets and liabilities; share sales transfer the company as a whole. Outcomes vary by tax, liability, and operational continuity. Seek professional advice.

How are code, IP, and accounts transferred?

Through an agreed handover plan: repo access, IP assignments, domain and cloud transfer, billing gateways, analytics, and vendor contracts — sequenced to avoid downtime.

What support am I expected to provide after closing?

Typically a short transition and knowledge transfer period (weeks to months) defined in the APA/SPA; extended advisory is negotiable if required.

How can I increase my valuation before going to market?

Improve retention/NRR, reduce concentration, document SOPs, and tidy add-backs. Even small churn gains or cleaner books can move your multiple. See value maximisation.

Should I fix issues first or sell as-is?

Fix high-ROI items (data quality, quick churn wins, risky contracts) before launching; larger rebuilds rarely pay back pre-sale. We’ll model the valuation impact either way.