How PE acquirers evaluate a SaaS in 2026

In 2026, PE funds represent 58% of acquirers in the European SaaS market. Their evaluation process has become more rigorous than ever, and founders who do not understand their criteria leave value on the table.

The 4 non-negotiable metrics

• NRR (Net Revenue Retention), The critical threshold is 100%. Below, the asset loses value each year through attrition. Above 110%, you are in the top quartile and the multiple rises accordingly.
• Monthly churn, Any churn above 2% monthly on a B2B client base is a deal-breaker. A PE buying at 5% churn knows it will lose 46% of its base in 12 months.
• LTV:CAC ratio, The minimum acceptable is 3:1. Premium assets are at 5:1 or more. A lower ratio signals a non-scalable acquisition model.
• Gross margins, Minimum threshold 60% for B2B SaaS. Premium multiples (6x+ ARR) are reserved for assets with margins above 75%.

What PE looks at beyond metrics

Financial metrics are only the first filter. What truly determines the final valuation is the quality of the underlying assets, and that is where Aegryn certification changes the dynamic.

• Controlled IP, Filed trademarks, formalised software rights, contractor agreements with rights assignment. An asset without its own IP cannot be sold at its real value.
• Documented technical debt, A PE prefers known and quantified technical debt over hidden debt. Opacity costs between 1x and 2x ARR in final valuation.
• GDPR compliance, No serious institutional fund acquires an asset with documented GDPR gaps without a significant discount.
• Client concentration, A single client representing more than 20% of revenue is a red flag. Above 30%, some funds refuse outright.

Technical due diligence, what your buyers will find

Every serious PE mandates a technical due diligence before closing. Items systematically verified: codebase quality (tests, documentation, CI/CD), security architecture, critical dependencies, and the asset's ability to operate without its founder.

“An asset that cannot run 30 days without its creator is not an asset, it is a job.”

— Aegryn Advisory

Timeline of a typical PE acquisition

• D0: First contact or file submission
• D+7 to D+14: Pre-qualification on key metrics
• D+14 to D+21: NDA signed, preliminary data room access
• D+21 to D+30: Non-binding LOI (Letter of Intent)
• D+30 to D+60: Full due diligence (technical, legal, financial)
• D+60 to D+90: SPA negotiation, conditions, warranties
• D+90: Signing and closing

Aegryn certification compresses this timeline by 30–45 days by providing pre-validated due diligence. A PE acquirer receiving an AAA grade report can move directly to the LOI.