Upper mid-market sponsors
Larger funds buying platforms with clear operational upside. Detailed diligence, firm timetables.
Upper mid-market · $50M to $150M
A $100 million transaction.
More stakeholders, more structure, more at stake.
At this size there are usually several shareholder classes, preference stacks, option pools and sometimes debt to deal with. Buyers include upper mid-market sponsors, growth equity, listed strategics and international acquirers. The process looks like an auction, and every term is negotiated by specialists on both sides.
- Standard at this size
- VDD + W&I
- Standard at this size
- Typical preparation to close
- 6-9 months
- Typical preparation to close
- Sponsor and strategic buyer pool
- Global
- Sponsor and strategic buyer pool
Upper mid-market desk
Confidential
- Waterfall and stakeholder mapMonth 1
- Vendor due diligence scopedMonth 1
- CIM, model and VDRMonth 2
- Sponsor and strategic outreachMonth 3
- Final bids and SPA markupsMonth 5
- Regulatory clearances and closeMonths 6-9
Board and major shareholders sign off each stage.
Why this size is different
The headline is shared. The waterfall decides who gets what.
With venture preferences, option pools and management incentives in play, a $100 million headline can pay founders very differently depending on the structure. Mapping the waterfall early shows each shareholder what a given price means for them, and keeps the board aligned through the auction.
- Liquidation preferences and participation rights change founder proceeds.
- Option holders and management need a clear, early answer on treatment.
- Debt, convertible notes and earn-in rights must be cleared or rolled.
- Cross-border buyers bring FDI, antitrust or licensing reviews.
Institutional mechanics
What a $50M+ auction needs.
Vendor due diligence
Reports the buyer can rely on.
Financial VDD
A full QofE with net debt and working capital analysis, addressed to the eventual buyer.
Tax and legal VDD
Structure, IP ownership, employment and material contracts reviewed in advance.
Technical diligence
Architecture, security, open-source licences and scalability. See technical due diligence.
Deal protection
Clean exits for shareholders.
W&I insurance
Warranty and indemnity cover lets sellers cap liability at a small fraction of the price.
Locked box or completion accounts
Chosen to suit the buyer pool and the predictability of cash flows.
Sell-side SPA
Your lawyers draft the purchase agreement, so bidders mark up your terms.
Auction structure
Price set by competition.
Process letter
Clear rules, dates and bid requirements for every bidder.
Clean team
Competitively sensitive data shared with strategics only under clean-team rules.
Signing and closing plan
Regulatory filings mapped early so the gap between signing and close is short.
Valuation at this size
Typical pricing for $50M to $150M deals
| Profile | Usually priced on | Typical range |
|---|---|---|
| Scaled SaaS, Rule of 40+ | Forward ARR | 5x to 10x ARR |
| Profitable software, lower growth | EBITDA | 12x to 18x EBITDA |
| Regulated fintech | EBITDA | 10x to 16x EBITDA |
| AI and data infrastructure | ARR, usage revenue | Wide; premium for proven usage growth |
Ranges are typical of recent private-market transactions, not a valuation of your business.
Who buys at this size
A global buyer pool.
Growth equity
Minority or majority stakes for founders who want liquidity and to keep building.
Listed and international strategics
Cash or stock, often cross-border. Bring regulatory and integration complexity.
Read the playbookOther deal sizes
Every size runs differently.
- $1M to $10MFounder-led exits, bootstrapped SaaS, content and e-commerce.
- $10M to $50MInstitutional process, QofE, CIM and several PE and strategic bidders.
- $150M and aboveTransformative, listed-acquirer and multi-jurisdiction transactions.
- Buyer archetypesWho buys at each size, and how each one behaves at the table.
Questions
What founders and boards ask us.
What is vendor due diligence?
Reports on finance, tax, legal and technology commissioned by the seller before the sale and addressed to the eventual buyer. They shorten the process and reduce re-trades.
What is W&I insurance?
Warranty and indemnity insurance covers losses from breaches of the warranties in the purchase agreement. It lets sellers keep a smaller escrow and a lower liability cap.
Locked box or completion accounts?
A locked box fixes the price at a past balance sheet date and is common in sponsor auctions. Completion accounts adjust the price after close. The right choice depends on cash flow predictability and the buyer pool.
How do liquidation preferences affect founders?
Preferred investors are paid first, sometimes with participation. At some prices that can leave founders with less than their percentage suggests. Model the waterfall before agreeing a price.
Exits from $50M to $150M
Tell us about the business.
A few details are enough to start. A senior member of the team reads every enquiry and will be in touch to discuss it in detail. Nothing is shared with any buyer without your written approval.
- Strict NDA before any numbers are shared.
- No buyer contact without your sign-off.
- No obligation to sell.