Mike Lyon is the founder and managing director of Vista Point Advisors, a boutique sell-side investment bank he started almost sixteen years ago. A former chemical engineer at Exxon and BP who later joined Citigroup’s tech M&A team, he built Vista Point to solve a conflict of interest he watched play out on Wall Street: bankers quietly working both sides of a deal.
Vista Point Advisors represents founder-led software companies only — never the buyers — focusing on vertical SaaS with enterprise values between $30 and $300 million. Mike and five other managing directors run about a dozen deals a year, spending 50 to 100 hours cleaning up each company’s data before launch and running a long, non-exclusive process built to keep multiple buyers competing to the finish.
Mike says buyer criteria changed this year for the first time in a decade, and changed fast. Buyers now demand roughly 90% gross retention as a proxy for AI resilience, favor systems of record with real data moats, and discount horizontal point solutions. His advice: understand exactly how you’ll be graded long before you go to market, because the aperture for a premium exit keeps shrinking.
Key Takeaways
- AI Changed Everything — For the first time in a decade, buyer criteria are shifting week to week this year.
- Gross Retention Rules — Buyers now want 90%-plus gross retention as a proxy for AI resilience.
- System of Record — Point solutions look exposed to AI; systems of record with real data moats win.
- Exclusivity Is Leverage — Once you grant it, the deal slows and power shifts to the buyer.
- Watch Spend, Not Talk — Every buyer says the right things; only diligence dollars prove real intent.
- Second Bite Pays — Most founders who sold majority to PE did as well or better on the rollover.
Quote from Mike Lyon, Founder & Managing Director of Vista Point Advisors
“For the first time in ten years, the rules have changed — and they changed fast. If you called any private equity or strategic buyer over the last decade and asked what makes a good SaaS company, the answer barely moved. This year I’ve had conversations I’ve never had before, where the criteria shifted week to week — first it’s X, then X plus Y, then X plus Y plus Z.
“The first big change is a maniacal focus on gross revenue retention (GRR). Net retention (NRR) was the star for years, but gross gives you no credit for upsells — you only get dinged for downgrades and churn, so it’s really asking what happens if you can’t upsell anymore. Buyers want to see 90% or better now, and our read is that it’s a proxy for AI risk: they don’t fully understand the AI threat yet, but they know a business at 90% gross retention is probably resilient enough to take some hits and survive.
“System of record is the other thing that suddenly matters more. Point solutions feel like they’re at further risk from AI, so buyers want a system of record with a real data moat — not the fake moat where anyone can go get that data somewhere else — or a payments angle, which is harder for AI to route around. And if your business started eight years ago, it’s hard to be fully agentic, but you at least need the ability to hang agents off the backbone of your software to keep delivering value.”
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