A founder I know wrapped up an eight-month banker-led process last quarter. Forty-page deck, teaser to sixty buyers, IOIs that came in at half what the banker had verbally suggested. By the time IOIs were stack-ranked and management meetings scheduled, three of the top six buyers had dropped out. The remaining three came back with offers below the founder's walk-away number.
The deal didn't happen.
The banker still got the retainer. The founder got eight months older, with a team that knew the company was for sale and customers who'd started to wonder why deals were taking longer to close.
This isn't a one-off. Nearly every banker-led process we've seen in the last six months has fallen apart at some stage. Not because the bankers are bad at their jobs, but because the playbook they're running was designed for a different kind of company in a different kind of market. For most SaaS companies doing a few million in ARR, hiring a banker is the wrong move.
Bankers compete for mandates. To win one, they have to be the most optimistic person in the room about what your company is worth, so they are. They float multiples that haven't traded in two years. They show you comps that match your TAM, not your reality. They tell you the IOIs will come in at one number, then the IOIs come in at half that, and by then you're already three months into a process and emotionally committed.
This isn't bad faith, it's the structure.
If a banker tells you the truth about your value, you'll go to the banker down the street who tells you something better. The selection process rewards optimism, and you get what you select for. The deal that eventually does happen has to climb out of that hole before it can even begin.
For a $50M ARR company, a banker has a clear playbook. Clear comps, clear strategic buyers, clear process. For a $3M ARR vertical SaaS, none of that exists, and the banker has to actually understand your business deeply enough to translate it to buyers who think in categories the banker doesn't always know.
A lot of bankers run smaller deals as if they were bigger deals. They send a polished CIM to eighty names on a list, get IOIs from buyers who didn't really understand what they were looking at, and the deal falls apart in diligence because expectations never matched the business. You built the company. You know its quirks and its strengths better than any associate at a sell-side firm ever will.
A banker process for a multi-billion dollar deal makes sense. Lots of buyers, complex diligence, real competitive tension. The structure exists for a reason. A banker process for a $3M ARR company has the same structure (six to nine months long, dozens of buyers, management meetings, second-round bids, exclusivity periods) but none of the deal economics to justify the overhead. You spend most of a year running a process that drains you and your team, and at the end you're negotiating with one buyer anyway. You could have gotten there in six weeks.
The fees typically run 3-5% plus a retainer plus expenses. On an $8M exit you're paying $250K to $500K all-in. And six months of management distraction is six months you're not improving the business, which usually shows up in the diligence data and drags the price down.
Here's what's changed. It's easier than ever to figure out who's actually buying companies like yours. You can use Claude or any research tool to pull a list of holding companies, search funds, PE shops, and operator-buyers active in your space, find their buy box, their recent deals, who runs diligence, who to email. The information is public.
The hard part used to be discovery. That's largely solved. The new hard part is picking up the phone and writing an email, and most founders skip that and hire a banker instead, because writing the email feels like work and hiring a banker feels like progress. Three to five direct conversations with the right buyers will usually get you a better outcome than sixty teasers to a generic list.
The macro context matters. Public SaaS multiples are at multi-year lows, private deal volumes are down, buyers are pickier and slower than they were two years ago. The right number of buyers to talk to in this market isn't sixty, it's a handful. In that environment, a banker-run process amplifies the problems it was supposed to solve. You get more no's, more lowballs, and you spread information about your business and your competitors that doesn't come back.
The pattern we keep seeing is consistent. Strong interest at the IOI stage. Process drags on. Top buyers drop out. The remaining buyers reprice in diligence. The founder either takes a number they could have gotten directly six months earlier, or walks away.
To be fair, bankers aren't always wrong. If you're at $50M+ ARR with multiple strategic and financial bidders, run a process and hire a banker. If you have a confidential situation where leak risk is high, a banker can be your single point of contact with the market. If your business has a complicated story that needs translating, a good banker earns the fee. For most everyone else doing a few million in ARR with a clean business, the math doesn't work.
You built the company. You know it better than any banker ever will. The buyers who actually want businesses like yours aren't hard to find, and the process to get to a deal doesn't have to take eight months and half a million dollars in fees.
At Curious we buy SaaS businesses directly. No banker required. We underwrite an offer in two weeks and close in another four to six. The deals we like best are the ones where the founder and the buyer talk honestly without a wall of intermediaries translating in both directions.
A banker-run process is one tool. It's not the only tool, and for most companies at this size right now, it's not even the right tool.
Curious is a long-term holding company that buys and grows software companies with empathy.
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