M&A Advisory
The Seller's Journey
What is it really like to experience a fully-advised exit? From your perspective as the founder, co-founder, or CEO — how does it all go down, and what are the rules of the game?
What founders ask us
Five questions every seller wants answered
Timeline
Six months, start to close
From the moment we're hired and have combed through the initial information packet, a typical deal closes six months later. There are transactions that close faster — when both legal teams are razor sharp and the buyer is a finely-oiled acquisition machine, sometimes three months. And others stretch beyond a year when unexpected events intervene. We hold to six months as our project management baseline.
One important prerequisite: you should already have received multiple unsolicited inbound inquiries — ideally at least two from strategic buyers — before we engage to run a formal exit process. If not, a Market Check to take the temperature of the market is typically more appropriate as a first step.
Typical engagement-to-close timeline
Compressed timeline for an optimally run process
The Process
Eleven milestones from start to close
A fully-advised exit process has a defined arc. Here is exactly what happens, and when — from the first day we're engaged to the closing dinner.
Preparation Phase
We build four core deliverables: a Confidential Information Memorandum (CIM — 30 to 50 pages), a bottom-up three-year financial model with all germane SaaS metrics, a one-page no-names teaser, and a full target list enumerating all prospective buyers delineated by strategic and financial rationale.
Teaser Distribution
The anonymous one-page teaser is distributed to all target buyers. Because it contains no identifying information, the risk that the market knows your company is for sale is minimized — allowing us to check the market before you commit to a full process.
NDAs & CIM Distribution
For each interested party, we execute an NDA and distribute a watermarked CIM and financial model. We watermark each copy with the recipient's email address to encourage discretion and accountability throughout the process.
Management Presentations
We solicit and oversee 45–60 minute management presentation calls with company executive leadership and qualified buyers. These set the tone for the relationship and allow both sides to assess strategic fit before deeper engagement.
IOI Process Letter
We issue the Indications of Interest (IOI) process letter, then analyze and summarize results — normalizing to present value for any earnouts or other contingent consideration to make offers directly comparable.
Pre-LOI Analysis
We prepare detailed analyses to sharpen each buyer's understanding of the business — arming them with the information they need to commit to an exact dollar figure in their forthcoming LOI, reducing retrade risk later in the process.
In-Person Management Meetings
Facilitated in-person meetings including technical and platform due diligence with the shortlisted buyer set. These deeper sessions allow buyers to finalize their valuation thesis and confirm their strategic rationale.
LOI Process Letter
We issue the LOI process letter requiring exclusivity provisions from all remaining engaged parties — typically two to four — and confirming select legal terms to avoid confusion and retrade risk in the long-form documents.
Multi-Round LOI Negotiation
We negotiate LOIs across a competitive multi-party process to maximize both total consideration and deal terms — structure, representations, holdbacks, and earnout provisions. Competition between buyers is the most effective lever available to a seller.
Exclusivity & Due Diligence
We sign a single LOI and enter exclusivity. Working shoulder-to-shoulder with legal teams on both sides, we march through confirmatory due diligence and negotiate the Share Purchase Agreement (SPA) or Asset Purchase Agreement (APA) — ensuring terms agreed in the LOI are fully reflected in the definitive documents.
Close & Celebration
We prepare a Flow of Funds document directing payment to shareholders in exact dollars. Then we host a well-earned closing dinner.
SaaS strategic and financial buyers in our global database
The Network
One of these groups is likely your future owner
Cardin's data backbone is a database of over 25,000 SaaS strategic and financial buyers globally, paired with a customized CRM and Deal Automation Platform. Because a no-names teaser is low-impact to a prospective buyer's inbox — and because they cannot identify your company from the summary level of disclosure we employ — the risk of a premature "for sale" signal is minimized.
One of the key elements of target list development is thinking through the strategic rationale motivating your competitors, near-competitors, and — most powerfully — your existing or prospective channel and integration partners. We divide these groups into discrete buckets delineated by likely rationale and associated synergies, then ensure the CIM fully articulates the strategic value resonant with each.
Timing
When to engage us
The simple answer: the moment you are ready to plan for exit. By plan, we mean that rather than continuing to grow and run the business, you are clear in your own mind — and your board agrees — that it is time to plot the path to monetization.
This moment could arise 18 to 24 months before exit. Often there is a clear "final leg" of growth realizable — perhaps another doubling of enterprise value if you focus on the most effective strategic and operational efficiency initiatives. In that case, we engage to help establish these initiatives and associated target SaaS metrics, to maximize enterprise value before the formal exit process begins. These growth consulting engagements are a natural prelude to full exit and afford us a running start.
Alternatively, the stars may have aligned: continuous unsolicited inquiries validate your relevance to myriad buyers, you have been at this for a decade or longer, and it is time to liquidate and diversify your risk.
18–24 months out
Growth & Preparation
Identify the final value-creation levers. Establish SaaS metric targets. Growth consulting engagement as a natural prelude to full exit mandate.
Ready to exit
Full Exit Mandate
Multiple unsolicited inbound inquiries. Clear alignment with board. Time to run a formal, fully-advised sale process.
First inquiry arrives
Market Check
A single inbound buyer. Not yet ready for a full process. Anonymous teaser distribution to validate market interest and discover indicative value.
Compensation
How we charge
We are paid in two components: a monthly work fee over the preparatory and deal marketing phase, and a success fee once the deal is 100% complete. This structure aligns our incentives fully with yours.
The success fee is incrementally graduated above thresholds of value. We are compensated less if our process does not achieve figures above the midpoint of expectations, and significantly more if we exceed them. We always aim to minimize earnout provisions — we believe they create misaligned incentives post-acquisition, and we negotiate accordingly.
Even most boutiques shy away from advisory mandates below $10M to $20M USD implied enterprise value. Full-service investment banks generally won't engage at this scale. We thrive in this range — and we bring the deep domain expertise in technology and software that generalist advisors cannot match.
Contact us to discuss your specific situation and receive a representative proposal.
Ready to explore your options?
We advise a limited number of companies at any time. Reach out to discuss your situation confidentially — no commitment required.