Sell Your SaaS ($1M+ EBITDA) to Andrew Wilkinson & Tiny: Criteria, Process, and Timeline

Sell Your SaaS ($1M+ EBITDA) to Andrew Wilkinson & Tiny: Criteria, Process, and Timeline is the plain-English playbook I use to get from first email to funds-flow fast.
You’ll see exactly what Tiny buys, what to send, and how to close in ~30 days without drama.
I’ll keep it first person, direct, and practical.
Every sentence gets its own line for speed.

Are You a Fit for Tiny

I buy durable, simple, profitable SaaS that throws off cash.
I lean in when TTM EBITDA ≥ $1M, churn is calm, and the team can run without you.
Quick gut check: $3M–$30M ARR, 30–80% gross margin, NRR ≥ 100% or a clear path there, and no single customer over 25% of revenue.
For inbox discipline while you run this, see our post: I Don’t Respond to Long Emails.

What Tiny Actually Buys in SaaS

I like B2B workflow depth, embedded data, and switching costs.
I avoid ad-only models and products that depend on one platform’s algorithm.
If you can pause paid spend for 90 days and still print cash, you’re in my lane.
For focus while you prep, skim: Delete 95% of Your Email.

The Four-Line Email I Reply To

I read four lines and decide if we should talk.
Line 1: What you are and who you serve.
Line 2: TTM ARR, TTM EBITDA, growth, gross margin.
Line 3: Retention, concentration, pricing power in a phrase.
Line 4: Your preferred terms and close timing.
Keep it human and blunt.

The 8-Slide Teaser I Actually Read

I don’t want 40 slides.
I want truth and signal.
Slides: Snapshot, 3-year financials + TTM, unit economics, retention/cohorts, customer mix, moat, org chart, risks + the deal you want.
Label every chart.
No fluff.
For narrative craft, see: Never Tell, Always Storytell.

Unit Economics I Underwrite First

Show gross margin by product, contribution margin, CAC, payback, and LTV.
Prove the numbers with sources and a one-page method note.
If payback is <12 months on core channels, I move faster.

Retention That Makes Me Comfortable

Show GRR and NRR by month for 24–36 months.
Annotate why cohorts bend and what fixed them.
I pay for durability, not a pitch.

Pricing Power in Plain English

Show the last two price changes and their effect on churn and expansion.
If NRR stayed ≥100% after a price bump, that’s a moat.
If discounting crept up, explain why and what you changed.

Working Capital Peg for SaaS (Deferred Revenue Included)

We price cash-free, debt-free with a normalized NWC peg.
In SaaS, deferred revenue is real and it sits in NWC.
We set the peg from 12 monthly snapshots, adjust for seasonality, and true-up dollar-for-dollar at close.
To write the peg note fast, mirror the style from: I Don’t Respond to Long Emails.

QoE-Lite Pack That Speeds LOI

I don’t need a Big-4 novel to issue an LOI.
I need a cash→accrual bridge, labeled add-backs, AR/AP and deferred revenue schedules, and bank tie-outs.
Clean beats clever every time.

Diligence Sprint: What I Check First

I verify recognition policy, sample invoices to bank, and cohort math.
I pull vendor and platform risk, access hygiene, and backups.
I keep scope focused so we can close in ~30 days.

LOI Structure That Favors Founders

I keep economics non-binding and guardrails binding.
I push for short diligence, a clear peg, limited indemnities, modest escrow, and more cash at close.
I avoid long, murky earnouts.
If you want a template, use: “Free LOI Template: Plain-English Letter of Intent” on this site.

Cash vs Earnout vs Rollover

Cash is certainty.
Earnouts add risk and delay.
Rollover aligns upside if you believe in the compounding.
If you insist on an earnout, keep it ≤ 25%, ≤ 18 months, one metric, and lock governance.

Customer Concentration and Reference Calls

If any customer is >25% of revenue, show contracts and renewal history.
We’ll do a few reference calls with a short script.
Stickiness and price headroom beat logo glamour.

Tech & Security I Scan Without Drama

Give me a one-pager on architecture, SSO, privilege hygiene, backups, RTO/RPO, and incident history.
If one engineer is a single point of failure, we’ll plan a short, paid transition to fix it.

Legal & IP Housekeeping Before LOI

Clean IP assignments for employees and contractors.
List change-of-control clauses and consents.
Kill ancient SAFEs with landmines.
Boring legal is fast legal.

The Data Room: Vital 20% First

Upload the TTM P&L tied to bank, top-20 customers by month, cohorts, AR/AP and deferred schedules, contracts, and an org chart.
Hold the rest in reserve until needed.
Answer questions in one thread to prevent drift.

Timeline: 30 Days That Actually Works

Days 1–3: Send four-line email, share 8-slide deck, pre-stage data room.
Days 4–10: First call, align on terms, sign LOI, begin focused diligence.
Days 11–20: Financial, legal, tech sprints, customer calls, draft SPA.
Days 21–30: Final mark-ups, funds-flow, Day-1 transition kickoff.
If you like decisive rhythm, subscribe to the site Newsletter and Podcast.

Communication Hygiene That Halves the Timeline

One owner per domain.
One checklist.
One weekly summary.
Short, numbered emails.
For tone, read: Never Tell, Always Storytell.

Red Flags I Price or Pass On

Hidden liabilities, “trust-me” add-backs, and vague EBITDA definitions kill deals.
Platform dependency without mitigations slows terms.
Fix these now and you’ll trade complexity for cash.

Post-Close Plan That Calms Everyone

I keep teams intact, set a simple KPI cadence, and run a 90-day transition with clear ownership.
You exit with pride and energy, not burnout.
That’s the point.

Quick Examples You Can Steal

Example A — Peg math.
Trailing 12-month average NWC is $1.2M with deferred included.
You deliver $1.35M at close.
You get a $150k upward adjustment.

Example B — Price power.
You raised 10% last quarter.
NRR stayed 102% and churn didn’t spike.
We stretch multiple and cash at close.

Example C — Earnout sanity.
We cap a 12-month GP-based earnout at 20% of price with locked definitions and audit rights.
No integration games.

FAQs

What ARR and EBITDA ranges do you engage with fastest.
$3M–$30M ARR and ≥$1M EBITDA with clean retention and unit economics.

Do I need audited financials to get an LOI.
No.
I need reconciled statements tied to bank and a clear recognition policy.

How fast can we get to LOI and close.
7–10 days to LOI and ~30 days to close when the data room is tight.

Will you buy with customer concentration.
Yes, if contracts and renewal history are strong.
We may tweak terms to price risk.

What about earnouts.
Short, small, and one metric or we skip it.
≤ 25% and ≤ 18 months is my rule of thumb.

How much rollover should I take.
Only what you’d happily invest today.
Rollover is conviction, not pressure.

What kills deals late.
Vague EBITDA definitions, surprise liabilities, and messy deferred revenue treatment.

Do you require a QoE.
A QoE-lite is enough for LOI.
We may expand if something is unclear.

What’s a fair escrow.
Often 5–15% for 12 months with a cap and a small basket.

How do I prepare my team for diligence.
One owner per domain, weekly summary, and a short Day-1 memo for continuity.

Conclusion

Sell Your SaaS ($1M+ EBITDA) to Andrew Wilkinson & Tiny: Criteria, Process, and Timeline boils down to durability, clarity, and speed.
Send a four-line email, an 8-slide deck, and a tight data room.
Lock the peg, favor cash, and keep governance simple.
Close in ~30 days and move on with energy.
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