M&A advisory for software companies
Software is the most heavily traded category in tech M&A, and also one of the most unforgiving to misrepresent. ARR quality, net retention, gross margin and CAC payback are the four numbers every strategic and PE buyer reads first - and any gap between what's pitched and what shows up in QofE is where deals quietly die.
The buyer universe has split into two clear camps. Strategics like Microsoft, Salesforce, ServiceNow and the vertical software roll-ups buy for product and customer expansion at premium multiples; PE platforms (Thoma Bravo, Vista, Hg, Insight) underwrite on rule-of-40, retention and how the cost base can be reshaped post-close. Each runs a completely different diligence playbook, and the right sell-side advisor knows which one your business is built for before the process even starts.
Software M&A is at the very heart of what we do at Flow. We've been advising SaaS founders and the funds backing them since long before our inception, and run sell-side processes built around the metrics that actually move SaaS valuations.
M&A goes smoother with an advisor that understands software
We speak SaaS metrics
Buyers diligence on net retention cohorts, gross margin by deployment, magic number and CAC payback - not headline ARR. We build the equity story and data room around the numbers acquirers actually underwrite on, so QofE confirms the pitch rather than contradicts it.
Direct lines to SaaS buyers
Software exits run through a known circle: strategics like ServiceNow, Salesforce and HubSpot, vertical roll-ups, and the SaaS-focused PE platforms (Thoma Bravo, Vista, Hg, Insight, TA). We know who is actually deploying capital at your size, and reach the right corporate development teams directly.
Earn-out structures that hold
Most software exits below USD 100m include a rollover or earn-out tied to retention or ARR growth. We structure the cash and earn-out split so post-close targets are realistic against the plan management can actually deliver - and the founder doesn't lose 30% of headline value to a missed gate.
Run a real process
Single-bidder conversations leave 15-30% of value on the table in software. We run tight, parallel processes with five to ten qualified buyers, manage the data room and management presentations in-house, and create the price tension that turns a passing offer into a binding LOI.
Recent software M&A deals we closed
We've closed sell-side and buy-side transactions across European, US and emerging-market tech.
Our M&A track record spans strategic exits to corporate acquirers, PE buyouts, and cross-border deals where regulatory and structuring complexity actually matters.
We acted as exclusive sell-side advisor to MAILINGWORK, a Chemnitz-based email marketing software platform, on its sale to French digital marketing leader Positive Group.
Recent M&A advisory software track record
Selected M&A transactions and prior deal experience.
M&A advisory for all software niches
From automotive software to education software, we're a specialized M&A advisor to software companies.
Our M&A experience spans across all software verticals.
Explore other sectors
We know tech inside & out.
We live and breath tech - true understanding of how startups operate is fundamental at what we do.
Recent software insights
Talk to us
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Fractional CFO
- Fractional CFO for Software
- Fractional CFO for AI & ML
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- Fractional CFO for Consumer internet
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