Besides growth, churn is the second most critical valuation metric because it represents the primary downside risk for an acquirer. For private equity firms focused on protecting their capital, a high churn rate signals a fragile business that might collapse after the founder's exit.
The common advice to wait for an inbound acquisition offer is often pushed by VCs whose incentives are to chase massive, fund-returning exits. This advice misaligns with founders, who may benefit from a proactive selling process that secures a life-changing, albeit smaller, outcome.
Contrary to popular belief, the primary buyers for mid-market B2B SaaS are not competitors (strategics) but private equity firms. They acquire companies as platforms or as "tuck-ins" to their existing portfolio companies, making them the most dominant force in this M&A landscape.
A "tuck-in" acquisition, where a PE firm buys a smaller company to merge into a larger portfolio company, shouldn't be underestimated. The strategic value to the existing platform can be so immense that the PE firm is willing to pay a premium multiple, often exceeding what a standalone strategic buyer would offer.
Founders optimizing for personal profit by avoiding hires create significant key-person risk, making their business less valuable and harder to sell. An acquirer will pay more for a de-risked company with a team in place, even if it's less profitable, because the asset is more likely to survive the transition.
A fast-growing, break-even SaaS is often more valuable than a slow-growing, highly profitable one. Buyers, especially private equity, prioritize growth because it's the clearest path to achieving their 3-5x return target. They can optimize for profit later; restarting growth is significantly harder.
Traditionally, investment bankers ignored smaller SaaS deals. A market shift occurred when private equity funds began acquiring smaller companies (sub-$20M ARR). This created a need for specialized M&A advisory firms who understand this new universe of PE buyers and their specific deal structures.
A founder who grows from $2M ARR at 100% to $4M ARR at 10% has likely destroyed massive value. The slowdown triggers a shift from growth-oriented buyers willing to pay high multiples to value-focused buyers offering low multiples, drastically reducing the sale price despite higher revenue.