Representative Experience
SaaS Rollups
Buying software companies one after another, with diligence and paper that hold up across every deal.
12+ rollup acquisitions and a decade advising software companies.
Typical deal size: Typically $3 million to $30 million enterprise value (lower middle market)
The situation
A rollup lives or dies on repeatability. The first acquisition gets full attention; the fourth gets a rushed diligence pass and a lightly-read purchase agreement. That is where the problems hide: a customer contract that terminates on change of control, code with unclear ownership, an open-source license nobody reviewed.
What we handle
- Acquisition structuring across a repeatable platform model
- IP chain of title and open-source license review
- Customer contract assignability and change-of-control terms
- ARR quality, revenue recognition, and churn diligence support
- Data privacy, DPAs, and security representations
- Earnouts tied to ARR, escrows, and indemnity packages
- Post-closing contract integration and template harmonization
How these deals work
- 01 Before the LOI, we pressure-test the target's IP ownership, customer-contract assignability, and ARR quality, so price reflects what you are actually buying.
- 02 In diligence, we run a focused review that prioritizes the issues that move value over a generic checklist.
- 03 From signing to close, we negotiate the purchase agreement, drive third-party consents, and set escrow and earnout terms tied to real, measurable metrics.
- 04 After closing, we integrate the acquired contracts and standardize templates so the next deal runs faster than the last.
Who it's for
PE-backed platforms and strategic acquirers rolling up software businesses, and founders selling into one.
Common questions
SaaS Rollups, answered.
- What matters most in SaaS acquisition diligence?
- Three things carry the most risk: whether the company clearly owns its code, whether customer contracts survive a change of control, and whether reported ARR reflects contracted, collectible revenue. We work those first because they move price.
- Do SaaS customer contracts transfer automatically in a sale?
- Not always. Many enterprise agreements include anti-assignment or change-of-control clauses that let the customer consent, renegotiate, or walk. In a rollup, we review the top contracts early so consents are handled before closing rather than during it.
- How are earnouts usually structured on a SaaS deal?
- Most commonly against ARR or net revenue retention over a defined period. The fights come from definitions and control: how ARR is measured, who runs the business during the earnout, and what happens if the buyer changes pricing or sales coverage. We draft those terms tightly.
- How long does a SaaS acquisition take to close?
- Most move from signed letter of intent to close in roughly 45 to 90 days, driven by diligence findings and how many third-party consents are needed. A clean target with well-papered contracts closes at the faster end.
- Asset deal or stock deal for a software company?
- It depends on tax treatment, contract assignability, and which liabilities the buyer will accept. Asset deals give buyers more control over what they take on; stock deals can be simpler where contracts are hard to assign. We model both before you sign.
This page provides a general overview of saas rollups matters. Every situation is different. Contact Mond Law to discuss the specifics of your matter.