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M&A advisory for Main Street businesses

Buy-side advisory for acquirers of established Midwest businesses

Twelve31 Advisors is an M&A firm for Main Street businesses, based in Omaha. We advise acquirers from the first target screen through valuation, structure, diligence and closing.

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How it works
Buy-side engagementConfidential
From target to closing
Your criteria, offers and lender discussions stay with you and your advisors.
  1. Criteria and target screeningStage 1
  2. Valuation and offerStage 2
  3. 3Structure and LOIStage 3
  4. 4Diligence and financingStage 4
  5. 5Closing and transitionStage 5
Structure is settled before the LOI, not after it.
Structure that closesSBA 7(a), seller notes, earnouts and rollover
Supportable valueNormalized earnings, tested before you offer
Managed diligenceOne timeline from LOI to closing
Confidential processMutual NDA before information is shared
How a buy-side engagement proceeds

From acquisition criteria to a funded closing

You stay focused on the business and its people. We manage the work that decides whether an acquisition closes on acceptable terms: valuation, structure, lender coordination, diligence and documents. Every material decision remains yours.

01

Sourcing and screening

We define the acquisition criteria with you, then identify and screen targets, including owners who have not put their companies on the market. Each candidate is tested early against your criteria, the quality of its earnings and its capacity to carry acquisition debt.

Fit and financeability, tested early
02

Valuation, structure and LOI

We recast the target’s financial statements, normalize earnings and build a value range a lender will support. We then structure the offer across senior debt, seller note, earnout or rollover equity, and negotiate the letter of intent, including exclusivity and the working capital peg.

Terms settled before exclusivity
03

Diligence through closing

We run diligence as a project, coordinating your attorney, CPA, quality of earnings provider and lender against one timeline, and carry the transaction through the purchase agreement, funding and the transition plan agreed with the seller.

Through closing and transition

Review buy-side advisory in full

Who we serve

Advising acquirers, and representing owners in focused sale processes

Acquirers

Buy-side advisory

Our principal practice. We advise independent sponsors, search funds and self-funded searchers, owner-operators, strategic acquirers and family offices on the acquisition of established Main Street companies.

  • Target sourcing and screening
  • Valuation, offer and LOI negotiation
  • Structure, financing, diligence and closing
How we advise acquirers
Business owners

Focused sale processes

For owners, we run a targeted sale process to a curated set of qualified buyers, each approached directly and in confidence. Companies we represent are not advertised on public marketplaces.

  • A curated buyer set, approached directly
  • Your approval of each buyer before your name is disclosed
How we run a sale process
CPAs, attorneys, lenders and wealth advisors: when a client is considering an acquisition or a sale, we welcome the introduction and handle it with the same confidentiality as any engagement. Information for referral partners
Structure

Most Main Street acquisitions are decided by structure, not price

The headline number matters less than how it is paid: what the lender will fund, what the seller will carry, what is contingent on performance and what the buyer must put in. We build structures that a lender will approve, a seller will accept and the business can service.

SBA 7(a) financingSizing senior debt to normalized cash flow, meeting the lender’s equity injection requirements and coordinating with lenders who finance acquisitions of this size.
Seller notesAmount, term, amortization and standby provisions, and how the senior lender will treat the note within the capital structure.
EarnoutsTying part of the price to performance after closing, with definitions and measurement periods that will hold up when the payment comes due.
Rollover equityKeeping the seller invested alongside you, with governance, valuation and exit terms agreed at the outset rather than after closing.
Working capital pegSetting the normal level of working capital to be delivered at closing, so that the price you agreed is the price you pay.
Asset or stock purchaseWeighing tax treatment, liability exposure, contracts and licenses, and the allocation of purchase price, with your CPA and attorney.

How we structure acquisitions

Industries

Established, owner-operated companies

Our work centers on businesses with durable customer relationships, experienced teams and consistent cash flow, the characteristics acquirers and their lenders weigh most heavily in this part of the market.

White service van parked along a rural road
Home services and tradesHVAC, plumbing, electrical, roofing and specialty contractors
White truck traveling a road through open farm fields
Transportation and logisticsTrucking, freight, warehousing and distribution
Bakers preparing pastries in a busy production kitchen
Food and agricultural manufacturingFood production, packaging and suppliers to agriculture
Workers setting up a large machine on a small manufacturing floor
Light manufacturingFabrication, machining and industrial products
Why Twelve31 Advisors

How we advise acquirers

Our advice centers on the points that decide whether an acquisition closes on sound terms: which questions matter before the LOI, which issues surface in diligence and what has to be in place on the first day of ownership.

Structure a lender will fund

We size the debt to normalized cash flow and build the seller note, earnout or rollover around it, so the offer you sign is one a lender can approve and the business can carry.

Diligence managed as a project

Financial, legal, operational and customer workstreams run against one timeline, with open items tracked and issues raised while they can still be priced or negotiated.

Candid advice

If a target does not hold up in diligence, or the price cannot be supported by cash flow, we will say so before you are committed.

Secure data room

Engagements are supported by a secure data room, so documents are shared only with the parties who need them.

Grain silos beside a two-lane country highway under a wide sky
Rooted in the Midwest

Based in Omaha, working across the Midwest

Many of the companies changing hands in this region are family-owned and closely tied to their communities, and a transition handled with care matters to the seller, the employees and the buyer alike. Meetings take place at our office, at the business or by video, as you prefer.

Insights

Perspectives on buying and selling a business

View all insights
Hand writing figures in a notebook beside a calculatorDue diligence
Due diligence4 min read

What Due Diligence Is and Why It Matters

What buyers examine in diligence, and how sellers can prepare so that it does not erode value or terms.

Read article
Financial statements, a calculator and a pen on a deskValuation
Valuation4 min read

Valuing Your Business for Sale

The factors that drive value, from normalized earnings and market evidence to assets, working capital and risk.

Read article
Two business owners talking over coffee at a cafe tableSelling
Selling4 min read

Know Your Buyers: Three Common Misconceptions

Who acquires Main Street and lower middle market companies, and three misconceptions that can complicate a sale.

Read article

Discuss an acquisition

An initial conversation is confidential and carries no obligation. Owners considering a sale can request a confidential valuation.

Discuss an acquisition Or call 402-957-1231