Good to Great SaaS
For PE Firms & M&A Advisors

Commercial diligence tells you
the market is big.
It doesn't tell you if the
company can own it.

Standard commercial diligence frameworks answer one question well: how large is the market, and how well-positioned is the company today?

They don't answer the question that determines the multiple: has this company changed the conversation in its category — or is it defending one that's wearing thin?

Every B2B SaaS valuation premium is built on a conversation change. Companies that change the conversation command price-maker multiples. Companies that don't compress back toward the median — regardless of ARR growth, NRR, or product quality. The gap between 3.7× and 7.2× is execution. The gap between 7× and 20× is something else entirely — it is which side of the category belief the company is on. That is not visible in a data room.

The Reset Read answers it. It surfaces three things standard diligence leaves open: the risk of overpaying for a company priced on a conversation that has already hit its ceiling; the opportunity of finding a company underpriced because the new conversation hasn't been valued yet; and the narrative leverage that makes the next exit cleaner and faster.

Median — inside the existing story
3.7×
Revenue multiple across 1,325 private software transactions, 2015–2025. Where companies land when the category belief is intact and execution is average.
Top quartile — best execution, same story
7.2×
The ceiling for a company answering the existing category question better than its competitors. The gap from 3.7× to 7.2× is execution. The gap above 7× is something else.
Conversation changers — new story, new ceiling
15–25×
Gong peaked at ~15× ARR on a new conversation. Veeva ~20×. HubSpot ~25×. Piano repriced individual deals 12× on the same product. The gap between 7× and 20× is not execution. It is which side of the category belief the company is on.
Positioning

What the Reset Read is — and what it is not

This is not
  • A replacement for financial due diligence
  • A replacement for legal or technical diligence
  • A full commercial diligence engagement
  • A valuation model or fairness opinion
  • A TAM or market sizing analysis
This is
  • A structured read on whether this company has changed the conversation — or is defending one that's wearing thin
  • Risk identification: is this company priced on a conversation that has already hit its ceiling?
  • Opportunity identification: is this company underpriced because the new conversation hasn't been valued yet?
  • A sharper growth narrative for the CIM and investment memo — making the next exit cleaner and faster
  • Applicable in 2 weeks alongside existing diligence workstreams
The Gap

What current diligence covers — and what it leaves open

A standard PE diligence process validates four workstreams. Each is rigorous within its lane. None asks the question that determines the multiple: has this company changed the conversation in its category — or is it defending one that's wearing thin?

Workstream 01
Financial Diligence
Validates ARR, NRR, churn, cohort quality, revenue recognition, and financial projections.
Covered
Workstream 02
Legal Diligence
Validates contracts, IP ownership, regulatory exposure, and change-of-control provisions.
Covered
Workstream 03
Technical Diligence
Validates product architecture, scalability, technical debt, and engineering team quality.
Covered
Workstream 04
Commercial Diligence
Validates market size and competitive position. Does not assess whether the company's strategic and narrative positioning will hold under competitive pressure — or whether a category reset is available that could significantly expand the multiple.
Partially covered — this is the gap
The Framework

Three questions standard frameworks don't ask

These questions don't replace the four standard workstreams. They complete them. Each one connects directly to valuation — ceiling, mispricing, compounding.

Q 01
"What conversation is this category built on — and how long has it been the only one?"
Every category runs on a dominant conversation about what the problem is and what solving it looks like. That conversation shapes what gets built, what gets funded, and what success metrics get used. When it's been dominant long enough, it calcifies — and the gap between what it promises and what it delivers starts to show. The age and brittleness of the conversation sets the window for when a new one can take hold and whether a premium multiple is structurally defensible or contingent on conditions that won't persist.
Signal: If the category leader is still telling the same story it told five years ago, look for where buyers describe the problem differently in private than vendors do in public. Those are the seams.
Q 02
"Is this company answering the existing conversation better — or starting a new one?"
The former has a ceiling determined by the conversation. A company answering the old question better is priced on competitive position inside a calcifying story — and that story has a multiple ceiling regardless of how good the product is. A company starting a new conversation is priced on the old story but valued on the new one. That gap is where the opportunity lives in both directions: overpaying for the former, underpricing the latter.
Signal: Ask the CEO what problem their best customers had before they bought. If the answer matches the category's founding story, they're answering the old question. If it doesn't, keep listening.
Q 03
"If they are starting a new conversation, does the CEO describe it with the specificity of someone who has already lived it — or the fluency of someone who has recently rehearsed it?"
Conviction is the root. Everything else — data asset, GTM model, pricing architecture — is downstream of whether the CEO actually believes the new conversation is true and is willing to bet the company on it. Borrowed conviction looks compelling in a pitch. It collapses under competitive pressure, board scrutiny, and the stress of new ownership. Real conviction compounds. The difference is not visible in a data room.
Signal: Push back on the core claim in the room. Borrowed conviction retreats to features or social proof. Real conviction gets more precise. That's the tell.
Pattern Recognition

Every B2B SaaS valuation premium follows the same structure. It was mispriced before it was obvious.

These are not branding case studies. They are examples of the strategic move and narrative combination that made each multiple defensible.

Salesforce — CRM
Reframe
Software you install, customize, and maintain
"No Software"
Removed perceived implementation risk. The move was available because SaaS delivery had matured. The narrative made it inevitable. The multiple followed.
HubSpot — Marketing Automation
Reframe
Send more campaigns, generate more leads
"Inbound"
Changed what marketing leaders believed they were optimizing for. The seam was visible: buyers were actively avoiding interruption. The new belief organized the category. Pricing power followed.
Gong — Revenue Intelligence
Reframe
Better dashboards and cleaner CRM data
"Operate on Reality"
Reset the belief about what revenue leaders needed. The seam: CRM fields were a poor proxy for what happened in conversations. The reset was available. The narrative made it travel.
The Offering

The Reset Read

A structured engagement that answers the question current diligence leaves open: what conversation is this company running on — and is it priced correctly for where that conversation is going?

What it produces
Five Sections

Structured to feed directly into the growth narrative section of the CIM and the investment memo — and to give the deal team a clear read on what this company is actually worth.

01
The Historical Chain and Current Category Orthodoxy
  • What conversation the category was built on and how long it has been dominant
  • What the orthodoxy says the problem is — and what solving it looks like
02
The Seams and the Current Moment
  • Where the existing conversation is already failing — in private if not in public
  • What current events — consolidations, renames, market signals — indicate the category is at an inflection
03
Where the Target Sits — and Where Everyone Else Does
  • The target's position relative to the current orthodoxy
  • How the other significant players in the category are positioned
04
The Real Problem — Named
  • What the category's founding belief actually got wrong — named precisely, not diplomatically
  • What conversation becomes available once the mis-scoped belief is set aside — and whether this company is positioned to own it
05
The Company Read and the Management Presentation Brief
  • A specific verdict on the asset: current ceiling, available upside, and what would need to be true for the upside to be real
  • The four or five questions the management presentation needs to answer — and what the right answer looks like versus the rehearsed one
Engagement details
How it works

Designed to run alongside your existing diligence workstreams without disrupting your timeline.

Timeline
2 weeks from engagement start to final deliverables.
Format
Written report structured for the investment memo, plus a 60-minute walkthrough call with the deal team.
Access
Management team interviews, sales and marketing materials, customer references where available. Works with standard diligence data room access.
Works best for
B2B SaaS targets in narrative-sensitive categories, $5M–$100M ARR, where the growth narrative is a meaningful driver of valuation — and where the company is positioned to make the move.
Fee
$25,000 per engagement. Fixed fee. No retainer. Payable on engagement start.
Who Does This Work

Mike Brady

Mike Brady has spent 30 years helping the world's biggest brands leverage digital. As a senior leader at Piano, he executed a category reset firsthand — turning two-year, $160K transactions with mid-level managers into four-year, $1M+ engagements with the C-suite.

He now brings that pattern recognition to the diligence stage — specifically the question that deal experience alone doesn't answer: whether the company's category narrative will hold or compress under the pressure of new ownership, a new growth mandate, and a market that may be moving. He has seen what a genuine conversation change looks like from the inside. That is what he is looking for.

The Pattern, Firsthand
"Do not monetize content. Monetize loyal audience." — the reframe that changed what Piano's buyers believed they were purchasing, and what they were willing to pay for it.
30+
Years in digital and B2B SaaS
6×
Deal value increase at Piano through category reset
C-suite
Buyer level shift — from mid-manager to executive through narrative repositioning
Next step

I work with a small number of advisors on specific deals.

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