Discretion Capital

Discretion Capital is the leading M&A Advisory Firm for B2B SaaS companies with with $2-25m ARR.

[Discretion Capital @DiscretionCap]

We're at SaaStock! Swing by Booth C1 and grab a free copy of our new guide.

[Discretion Capital @DiscretionCap]

📚 CHAPTER 9: Surviving DD

Due diligence kills more deals than valuation disputes.

Most founders treat it like a formality. It's not.

It's an interrogation. And buyers have the leverage.
https://t.co/d0ETuUb1Xa

[Discretion Capital @DiscretionCap]

💪 What to negotiate in every LOI:

→ Exclusivity period (60 days, not 90+)
→ Escrow terms (10%, not 15%)
→ Earnout acceleration clauses
→ Your termination rights

The LOI stage = your most leverage.

Link to Chapter 8: https://t.co/d0ETuUb1Xa

[Josh Pigford @Shpigford]

Einar is one of the smartest people I know around M&A. Read anything he writes on the topic.

[Discretion Capital @DiscretionCap]

📚 CHAPTER 8: The LOI

⚠️ Most of an LOI isn't binding.

But EXCLUSIVITY is.

You can't talk to other buyers for 60-90 days.
They can walk anytime.

This asymmetry is intentional.

Chapter 8: https://t.co/d0ETuUb1Xa

[Discretion Capital @DiscretionCap]

Most founders think due diligence is a formality.
It's not. It's an autopsy.
Deal killers are never exotic. They're embarrassingly basic:
CTO never signed an IP agreement
Customers don't have executed contracts
Your 2% churn rebuilds to 6%

All preventable https://t.co/LzsdXzftKn

[Discretion Capital @DiscretionCap]

Most founders walk into the biggest transaction of their lives completely unprepared.

You only get one shot at this.

Don't wing it.

Chapter 6 →https://t.co/d0ETuUb1Xa

[Discretion Capital @DiscretionCap]

Selling your B2B SaaS? The real timeline:
▸ Prep: 4–6 weeks
▸ Outreach: 2–3 weeks
▸ Engagement: 3–4 weeks
▸ LOI: 1–2 weeks
▸ Due Diligence: 10–12 weeks
▸ Close: 2–4 weeks

Total: 6–8 months.

Time kills all deals. Momentum is the strategy.

Chapter 6:https://t.co/d0ETuUb1Xa

[Discretion Capital @DiscretionCap]

📚 Chapter 6 is live: The B2B SaaS M&A Process, Step by Step.
Most founders have no idea what to expect when they sell.
This is your roadmap — from first outreach to wire transfer.
Link to Chapter 6: https://t.co/d0ETuUb1Xa

[Discretion Capital @DiscretionCap]

🚨 Burning cash + slowing growth + can't raise = The Valley of Death

Two escape routes:
1. Go for growth HARD
2. Cut to profitability HARD

Don't take the middle path.

Chapter 5 → https://t.co/d0ETuUb1Xa

[Discretion Capital @DiscretionCap]

📚 CHAPTER 5: When to Sell

Most founders drift. Perpetually "maybe for sale."

This is the worst of both worlds.

Either be for sale, or don't be. But don't half-ass it.

Chapter 5 → https://t.co/d0ETuUb1Xa

[Discretion Capital @DiscretionCap]

🚨 The $9M Mistake

Two offers. Same company

🚨 Offer A: $45M
🚨 Offer B: $54M

Most founders pick B.

But after accounting for earnout probability, Offer A was worth $1.7M MORE.

Most founders never run this math.

Chapter 4 →https://t.co/d0ETuUb1Xa

[Discretion Capital @DiscretionCap]

📚 CHAPTER 4 is Live Now: Deal Structure

$6M all cash vs $9M headline ($3M cash + $6M earnout)?

With 30% earnout probability, the $9M offer is worth LESS.

That headline number? Not what you get paid.

Chapter 4 Link: https://t.co/d0ETuUb1Xa

[Discretion Capital @DiscretionCap]

❌ M&A Myth: "Revenue multiples are standard"

We've seen $5M ARR companies sell for 3x.
We've seen $5M ARR companies sell for 10x.

Multiples are the OUTPUT, not the input.

Chapter 3 → https://t.co/d0ETuUb1Xa

[Einar Vollset 🇳🇴🇺🇸 @einarvollset]

Happy to announce that Hedgerow Software, an environmental health focused GovTech SaaS has merged with SDL and GovPilot.

Discretion Capital served as the sole financial advisor to Hedgerow Software in connection with the transaction.

[Discretion Capital @DiscretionCap]

📚 CHAPTER 3: What is Your B2B SaaS Worth?

A $5M ARR company can sell for 1.5x to 12x ARR.

Same revenue. 8x difference.

Stop guessing. Start knowing your number.

Read Chapter 3 →https://t.co/d0ETuUbzMI

[Discretion Capital @DiscretionCap]

❓ If you sold tomorrow, do you know:
A) Who the ideal buyer is?
B) What they'd pay?
C) What they'd value most?

Most founders answer "no" to 2+

Chapter 2 → https://t.co/d0ETuUb1Xa

Next Monday: Chapter 3 tackles the valuation question head-on.

[Discretion Capital @DiscretionCap]

💡 Same business. One buyer pays 2x what another offers.

Why? They're measuring different things.

Strategic buyers → synergies
Platform PE → unit economics
Value buyers → want a deal

Chapter 2 shows you who's who → https://t.co/d0ETuUbzMI

[Discretion Capital @DiscretionCap]

📚 CHAPTER 2 IS LIVE: Who Buys B2B SaaS Companies ($2-20M ARR)?

70% of acquisitions are Private Equity. Not strategics.

The buyer you pick matters more than your metrics.

Read Chapter 2 → https://t.co/d0ETuUbzMI

[Discretion Capital @DiscretionCap]

📖 NEW: The Definitive Guide to M&A for B2B SaaS ($2-20M ARR) Everything we've learned helping founders exit. One chapter at a time. Free. First chapter drops Monday: Who Actually Buys B2B SaaS Companies?