Most of the questions below came from founders we've actually talked to. If yours isn't here, email Mike — we'll answer it and probably add it to this page.
Structure, alignment, and identity. A PE fund raises capital from outside investors who expect it back, with a return, within 4–6 years — which forces every portfolio company onto an exit timeline whether the business benefits or not. A PE portfolio is also a collection of disjointed companies, each optimizing for its own outcome.
Waverock is one business. Each operating company is an integral part of Waverock Software — not a line item in a portfolio. We share more than back-office: we share equity. Every team member across the family can be an owner in all of Waverock, so a win at one operating company benefits everyone working at every other one.
Practically, that means we plan to own these companies indefinitely and let them compound, measure success in 10- and 20-year revenue and earnings instead of markup on a sale sheet, and run shared services — finance, HR, legal, cyber, recruiting, M&A, and an AI center of excellence — that get stronger as the family grows.
A strategic buyer typically wants your customer list, your ARR line, and maybe your product IP — and then integrates you, retires the brand, and consolidates the team. The deal is often lucrative; the business, as a standalone thing, goes away.
We keep your brand, your team, and your product roadmap intact. The company still exists a year after close. Your customers still know who to call.
Searchers are often excellent operators — but they're typically buying one company, on their own, with a small check and a lot of personal risk. We have a bench of operators who've run software companies before, shared services and an AI center of excellence ready on day one, and the balance sheet to invest in product and GTM instead of worrying about next quarter's covenants.
Some of the best software companies we've seen were bought by searchers and then outgrew what the searcher could offer. Waverock is built for the "what's next" after that stage.
No. We care far more about durability than about growth rate at the point of acquisition. A profitable, sticky, slow-growing business in a niche we understand is a great fit. A 40%-growth business burning cash is not.
Specialty healthcare, field services, public sector, compliance and regulated industries, logistics and supply chain, education administration, legal tech, and adjacent B2B niches. We've done deals across those and expect to keep doing them.
The honest answer: we care more about the shape of the business (vertical, sticky, niche) than the specific industry label. If your software is load-bearing for the people who use it, we're probably interested.
Very rarely. Our operating footprint, shared services, and AI center of excellence are built around North America. We've made exceptions for clearly excellent companies, but they are exceptions — not the norm.
30–45 minutes with Mike. No NDA at this stage, no financial diligence, no commitment in either direction. We'll ask you about the business, you can ask us anything you want. If it feels like a fit on both sides, we'll schedule a second conversation and bring in more of our team.
Typically 4–8 weeks. We like to talk 2–3 times before we put pen to paper, visit your office, and meet your team. Some of the best deals we've done took longer; we're patient when patience is warranted.
90 days is our target and our track record. We run a tight, prioritized diligence process: tech, customer, financial, legal, and a short operating review. We don't boil the ocean or grind you to exhaustion. The deal you sign is the deal that closes.
No, as a matter of principle. If diligence surfaces something material that genuinely changes the business, we have an honest conversation about it. But "we found a reason to chop the price at the last minute" is not how we work — and every founder we've ever bought from will tell you that.
You don't need to, and most of our deals are done without one. If you want a banker for advice or process management, we're perfectly comfortable working with them. We're not trying to back-door you — we just want you to know that the cost of a banker is often a meaningful percentage of your proceeds, and for a single-bidder direct process, it's often optional.
Yes, as soon as we move past the first call. For the introductory conversation, we're comfortable talking at a general level without paperwork — many founders prefer that so they can test the waters first.
Yes. We don't rebrand portfolio companies or roll them up into a parent identity. Your customers, your team, and your market still know you by the name you built.
Not unilaterally, and not as a first move. Our default is: the team that got the company here is the team that gets it to the next level. If specific gaps emerge — we need a VP of Engineering, the CFO is retiring — we'll help recruit. Surprise reorgs are not something we do.
Only if you want to. We've kept founder-CEOs in the seat for years after close. We've also helped founders hand the role to a GM or outside CEO on a 6–24 month transition. And we've had founders step to the board or to an advisory role at close. All three are fine — we'll structure around what works for you.
Light by design. A monthly package (P&L, cash, key operating KPIs) that we build with you and that usually takes an hour or two to produce. Four board meetings a year with a shared dashboard. Direct access to Mike and Brian between meetings when you want it.
No. Shared services are available — finance, HR, legal, cyber, recruiting, M&A, and AI implementation through our AI center of excellence — and most of our operating companies use them in some form. But if your finance team is great and your controller has been with you for fifteen years, we're not going to rip that out. We supplement, we don't replace by default. The one place we lean in hardest by default is AI: the AI center of excellence partners with every company to embed AI into how the team works.
We talk about it. The board is the forum for actual strategic decisions, and on most questions the operator's view is decisive — you know your customer and market far better than we do. When we disagree, we say so, clearly, and we work it out. We've never had a decision collapse a working relationship.
Primarily an ARR multiple, adjusted for scale, growth rate, gross and net retention, margin profile, and team quality. EBITDA multiple is a secondary input we use to sanity-check and triangulate, especially for more mature, slower-growing businesses. We try to be straightforward about the number: we'll tell you what we see, why we see it that way, and what would move it up or down. Most of our deals price in a range that feels fair to a seller who has talked to other buyers.
Typically ~75–80% cash at close, 15–25% rollover into Waverock equity (not just equity in the operating company you sold us), and very limited earn-outs. We generally don't love earn-outs because they create perverse incentives in the first year of ownership; if we use one, it's small and mechanical.
At close, you take ~80% of your equity off the table as cash. The remaining ~20% rolls into equity in Waverock Software itself — not just the operating company you sold us. That means your second bite is tied to the value of the entire Waverock platform: every operating company, every shared service, the AI center of excellence, and every dollar of value we build together over the next 5, 10, 15 years.
Often, depending on how we structure the rollover and your specific tax situation. Where the rollover converts into qualifying C-corp equity under Section 1202 and is held 5+ years, rollover holders can be eligible for substantial (often 100%) federal capital gains exclusion on the next liquidity event — a meaningfully better tax outcome than the original sale.
We structure many of our deals with QSBS eligibility in mind. Talk to your tax advisor about your specific situation; we'll give yours the information they need.
Conservative by industry standards. Typically 2–3x EBITDA, from relationship banks, with covenants that leave operating room. We're not trying to dividend-recap the company or squeeze every basis point — we're trying to make sure the balance sheet supports the business we want to build.
Yes. A pool of 8–10% of enterprise value is reserved for the team, depending on the company's size and structure. And because Waverock is a single business, that equity participates in all of Waverock — not just the operating company they work at — so a great year anywhere in the family lifts everyone. The specifics are worked out with you and tailored to who's contributing what.
Our default plan is to never sell. And because your rollover is in Waverock itself, not in any one operating company, a sale of a single business doesn't cash you out — you continue to own your share of the rest of Waverock. If something unusual ever forced a sale of the whole platform, you participate in the outcome on the same terms we do. We're aligned by design.
Mike reads every email. Most questions get an answer same-day, and if we think it's a question other founders would want to see, we'll add it to this page.