The single most useful thing to hold in mind in a brokered process is whose interests the advisor represents. A sell-side advisor works for the seller, and a professionally prepared information package is genuinely informative and also constructed. Your job is to ask the questions the package did not choose to answer.
TL;DR: A sell-side advisor represents the seller, and a professionally prepared package is designed to answer the questions it chose to raise. Here is how to run buyer-side churn diligence through a broker process.
Sell-side M&A advisory, small to mid-market SaaS. That shape determines what a buyer can expect to be given and what has to be requested, which is most of what changes between one acquisition channel and another.
Brokered processes typically produce a substantial information memorandum with structured financials, a product and market description, customer information at an aggregate level, and a managed question-and-answer process. The quality of preparation is usually high, and it makes the business easier to understand quickly.
What a prepared package rarely contains is the raw material for an independent recomputation. Aggregate customer information is not a subscription export. Cohort retention curves, the renewal calendar, parent-entity concentration and the decomposition of MRR growth into its four components are typically absent, and they are the analyses that produce a different answer from the one presented.
Brokered processes run on timelines and structured question rounds, which creates real pressure to work from what has been provided. The subscription-level export is the request most likely to be deferred and the most important one to make. Make it early and in writing, and treat repeated deferral as information.
A cohort retention table prepared by the seller's advisor has already made every definitional choice. Ask for the underlying subscription rows so the table can be reproduced. If only the table is available, note in your memo that retention is unverified rather than treating the table as verification.
A well-run process creates urgency, and urgency is where diligence gets shortened. Decide before the process starts which analyses you will not proceed without, and hold that line independently of how many other bidders you are told about.
Prepared packages present normalised and adjusted figures for good reasons. Every adjustment is a judgment, and add-backs that are reasonable for the seller may not survive your ownership. Ask for unadjusted figures and rebuild the adjustments yourself.
In order, and stopping early if any step produces a blocker:
Getting a usable export is its own problem, and the request wording that works differs by billing platform. The export guides cover eighteen platforms with the exact wording to send and the status values that mislead on each. Once you have the file, the seller-claims pages give the arithmetic for each specific claim, and the 23-point checklist is the short version of the whole process.
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Every check on this page can be run by hand in a spreadsheet, and if you have the time you should. If you would rather not: send us the target's subscription export and we run the full human-reviewed analysis — logo churn, revenue churn, customer concentration, annual-plan decay, zombie MRR and an A–F revenue-quality grade. The free Starter tier covers one CSV per month, which is enough to check a single deal.
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No. A sell-side advisor is engaged by and paid by the seller, and their duty is to the seller. That does not make the information they prepare unreliable, but it does mean the package is designed to answer the questions the seller's side chose to raise. Buyer-side analysis remains the buyer's job.
The subscription-level export including cancelled subscriptions, in writing, in your first question round. It is the request most likely to be deferred and the one everything else depends on, and asking early avoids it looking like a delay tactic inside a managed timeline.
Treat it as a claim rather than as evidence. The table has already made every definitional choice — the denominator, customers versus dollars, the handling of annual plans — and those choices are exactly what a buyer needs to set independently. Ask for the underlying rows; if only the table is available, record retention as unverified.