Summary
Summary
- Three anonymised mandates across SaaS, fintech infrastructure and affiliate media, from $1M to $50M.
- Each structure followed the risk: earnouts for key-person risk, escrow for licensing, price for traffic concentration.
- A licence transfer added 45 days to the fintech deal; planning for it kept the deal alive.
- Traffic concentration cut the media multiple from a 4.0x ask to 3.2x revenue at close.
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Overview
The following case studies are drawn from completed transactions. All identifying details, including company names, specific financials, and parties, have been removed. The purpose of these summaries is to illustrate the types of situations, structures, and diligence issues that arise in digital asset M&A transactions across different verticals and deal sizes.
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Case Study 01 | SaaS | APAC | $5M - $15M
| Situation | Founder-led B2B SaaS business serving professional services firms. Seeking full exit after 7 years. ARR of approx. $1.8M with 85% gross margin. |
|---|---|
| Structure | 70% cash at close, 20% earnout over 18 months (revenue-based), 10% seller note at 8% p.a. |
| Diligence Issues | Moderate customer concentration (top 3 clients = 38% of ARR). Founder was primary relationship holder for key accounts. Required structured handover plan. |
| Outcome | Closed within 90 days of LOI. Earnout fully achieved at 18 months. Founder retained in a consulting capacity for 12 months post-close. |
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Case Study 02 | Fintech Infrastructure | US | $20M - $50M
| Situation | Payments infrastructure business processing transactions for SME merchants. High-volume, low-margin model with strong recurring revenue from platform fees. |
|---|---|
| Structure | 85% cash at close, 15% rollover equity. Buyer was a strategic acquirer seeking to expand into the target's geographic market. |
| Diligence Issues | Regulatory licensing in two jurisdictions required transfer approval. One licence required re-application under the new ownership structure, adding 45 days to the timeline. |
| Outcome | Closed with a 30-day escrow extension to accommodate the licensing transfer. Full consideration paid on close of regulatory approval. |
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Case Study 03 | Media / Affiliate | UK | $1M - $5M
| Situation | Affiliate media site in the personal finance vertical. 92% organic traffic. Revenue primarily from affiliate commissions with a small display advertising component. |
|---|---|
| Structure | 100% cash at close. Buyer was a portfolio operator with existing sites in the same vertical. |
| Diligence Issues | High SEO concentration risk: top 5 keywords drove 61% of organic traffic. Google algorithm volatility was flagged as a material risk. Buyer priced this into the multiple. |
| Outcome | Closed at a 3.2x revenue multiple, below initial seller expectations of 4.0x, reflecting the traffic concentration risk. Post-close, buyer successfully diversified traffic sources over 12 months. |
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What Each Case Teaches
| Case | Core risk | How structure handled it | Lesson |
|---|---|---|---|
| 01 SaaS | Founder held key accounts | 20% earnout and 12-month consulting role | Key-person risk is solved with time and alignment, not just price. |
| 02 Fintech | Licence transfer approval | 30-day escrow extension and conditional payment | Map licence transfer rules before LOI; they set the timeline. |
| 03 Media | Top 5 keywords drove 61% of traffic | Price adjusted; 100% cash | Concentration is priced in the multiple. Diversify before going to market. |
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Patterns Across Mandates
- Structure follows riskIn each case, the part of the deal that was hardest to verify was the part that was deferred, escrowed or discounted.
- Timelines are set by third partiesRegulators, licence holders and key customers decide how fast a deal closes. Identify them in week one.
- Preparation protects priceSellers who arrive with clean data and known risks negotiate from strength; surprises in diligence are always paid for by the seller.
For the benchmarks behind these structures, see the Deal Structure Playbook and Time-to-Close Decay.
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Work with Acquiry
Acquiry runs buy-side and sell-side mandates for digital businesses. We are not limited to the sectors or markets covered here: any sector, any market, bring it to us anyway. Start a mandate (opens in a new tab).
Reference
Frequently asked questions
Why are the case studies anonymised?
Our mandates are confidential. Names, exact financials and parties are removed so the structures and lessons can be shared without identifying anyone.
Why did the media site sell below the asking multiple?
Five keywords drove 61% of organic traffic, so the buyer priced in the risk of a search algorithm change. The deal closed at 3.2x revenue against a 4.0x expectation.
How do licence transfers affect fintech deal timelines?
Some licences need regulator approval or a fresh application under new ownership. In Case 02 this added 45 days, handled with an escrow extension.




