5x Ebitda, Rule of 50 SaaS deal in Latam

searcher profile

January 02, 2026

by a searcher from Stanford University - Graduate School of Business in São Paulo, SP, Brasil

I'm looking for a few experienced investors/operators to take a look at our current deal (in DD) in the Brazilian e-commerce software sector. (now expanding to Peru) The Opportunity: Brazil leads the world in daily time spent online, and the e-commerce has been growing >15% annually. The Deal: -Valuation: Entry at ~5x EBITDA + Earn Out (above CAGR), -Others: Rule of 50, low churn, strong moats, such as pricing power. -Even before closing, we’ve already referred 4 major clients; 1 signed. The Macro Arbitrage: US search fund returns are facing pressure (see the recent Yale* and ^redacted‌'s last post) as the market matures. In contrast, LatAm offers lower capital competition and high talent availability. The new Spectra/Cerralvo report shows a 28% USD IRR for the region. In fact, Brazil’s###-###-#### exits (like Labsoft and Agger) have seen IRRs > 48% in USD. I would love to talk to investors who have experience in Internationalization, Culture Building and Creating a Sales Machine. ^Luke Tatone *‌https://som.yale.edu/sites/default/files/###-###-#### /How%20are%20Search%20Fund%20Investors%20Really%20Faring.pdf
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commentor profile
Reply by an intermediary
from University of Leeds in New York, NY, USA
A couple of questions to better understand the economics and risk allocation: • How is consideration structured between cash at close vs deferred / EO? What % is paid upfront? • Is there an R&W holdback / escrow (we usually see 10%), and if so, over what survival period? • Any material customer churn or cohort softness to be aware of, particularly across SMB merchants? • On valuation, ~5x EBITDA feels high for e-commerce SaaS, which typically trades at a discount given cyclicality, GMV exposure, and platform dependency, with an additional LATAM discount historically. Curious how you’re underwriting durability and multiple support here.
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Reply by an investor
in Houston, TX, USA
Hi ^redacted‌ - I’ve built and led B2B SaaS businesses from $2M to $250M across LATAM and Brazil. Happy to chat.
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