Owner at work in a small tool and woodworking shop lit by tall windows

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.

Discuss an acquisition Speak with an advisor402-957-1231

Confidential, with no obligationResponse within one business day

How it works

Buy-side engagementConfidential

From target to closing

Your criteria, offers and lender discussions stay with you and your advisors.

1 Acquisition criteria
2 Target sourcing and screening
3 Valuation and offer
4 Structure and LOI
5 Diligence management
6 Financing coordination
7 Closing and transition

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.

1
Acquisition criteria
We set out what you are buying and why: industry, size, geography, the role you will play after closing, and the capital and debt available to you. Clear criteria shorten the search and keep later decisions on solid ground.
Written criteriaCapital and financing plan
Start here
2
Target sourcing and screening
We identify candidates through direct, confidential approaches to owners and through their CPAs, attorneys and other advisors, and screen each one against your criteria, the quality of its earnings and its capacity to support acquisition debt.
Target pipelineScreening notes
Ongoing
3
Valuation and offer
We recast the target’s financial statements, normalize EBITDA or SDE, test the add-backs and size the debt the business can carry. You receive a supportable value range and a recommended offer before anything is put in writing.
Recast financialsValue rangeDebt capacity
Before the first offer
4
Structure and LOI
We structure the consideration across senior debt, seller note, earnout and rollover equity, and negotiate the letter of intent: price, structure, working capital peg, exclusivity, transition terms and the conditions to closing.
Offer structureSigned LOI
Before exclusivity
5
Diligence management
We run diligence as a project. Financial, quality of earnings, legal, tax, insurance, customer and operational workstreams are tracked against one timeline, and findings are brought back to price and terms while there is still time to act on them.
Diligence trackerIssues listPrice and terms review
During exclusivity
6
Financing coordination
We prepare the lender package, work with SBA and conventional lenders through underwriting, and coordinate appraisals, third-party reports and equity partners so that funding is in place for the closing date.
Lender packageCommitment letter
Alongside diligence
7
Closing and transition
We work with your attorney through the purchase agreement, ancillary documents, funds flow and closing checklist, and help plan the transition with the seller, including transition services, consulting terms and the first conversations with employees and customers.
Purchase agreementFunds flowTransition plan
Closing day and after

Review buy-side advisory in full

Who we serve

Advising acquirers, and representing owners in focused sale processes

New owner holding the keys to an established business

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 trades**HVAC, plumbing, electrical, roofing and specialty contractors

White truck traveling a road through open farm fields — **Transportation and logistics**Trucking, freight, warehousing and distribution

Bakers preparing pastries in a busy production kitchen — **Food and agricultural manufacturing**Food production, packaging and suppliers to agriculture

Workers setting up a large machine on a small manufacturing floor — **Light manufacturing**Fabrication, 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.

Advisors and a client meeting around a table

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