Discretion Capital

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📚 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. discretioncapital.com/guide/

💪 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: discretioncapital.com/guide/

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

📚 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: discretioncapital.com/guide/

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 discretioncapital.com/guide/

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 →discretioncapital.com/guide/

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:discretioncapital.com/guide/

📚 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: discretioncapital.com/guide/

🚨 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 → discretioncapital.com/guide/

📚 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 → discretioncapital.com/guide/

🚨 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 →discretioncapital.com/guide/

📚 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: discretioncapital.com/guide/

❌ 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 → discretioncapital.com/guide/

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.

📚 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 →discretioncapital.com/guide/

❓ 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 → discretioncapital.com/guide/ Next Monday: Chapter 3 tackles the valuation question head-on.

💡 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 → discretioncapital.com/guide/

📚 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 → discretioncapital.com/guide/

📖 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?