Buy-side advisory for acquirers of established Midwest businesses
Twelve31 Advisors is an M&A firm based in Omaha. We advise acquirers and represent owners in the sale of Main Street businesses.
From acquisition criteria to a funded closing
We manage the work that decides whether an acquisition closes on acceptable terms. Every material decision remains yours.
- 1Before the LOI
Acquisition criteria
What you are buying and why
Written criteria - 2
Target sourcing and screening
Direct, confidential approaches to owners
Target pipeline - 3
Valuation and offer
A supportable value range and a recommended offer
Value range - 4
Structure and LOI
Price, structure, working capital peg and exclusivity
Signed LOI - 5During exclusivity
Diligence management
Workstreams tracked against one timeline
Issues list - 6
Financing coordination
SBA and conventional lenders through underwriting
Commitment letter - 7Closing
Closing and transition
Purchase agreement, funds flow and transition
Transition plan
Structure is settled before the LOI, not after it.
Review buy-side advisory in fullAdvising acquirers, and representing owners in focused sale processes
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
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
Most Main Street acquisitions are decided by structure, not price
The headline number matters less than how it is paid. We build structures that a lender will approve, a seller will accept and the business can service.
- SBA 7(a) financingSenior debt sized to normalized cash flow
- Seller notesWhat the seller will carry
- EarnoutsTied to performance after closing
- Rollover equityThe seller invested alongside you
- Equity injectionWhat the buyer must put in
Also set: working capital peg, and asset or stock purchase.
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.
Based in Omaha, working across the Midwest
Meetings take place at our office, at the business or by video, as you prefer.
- Structure a lender will fundAn offer a lender can approve and the business can carry
- Diligence managed as a projectIssues raised while they can still be priced or negotiated
- Candid adviceWe will say so before you are committed
- Secure data roomDocuments shared only with the parties who need them
Perspectives on buying and selling a business
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
Valuing Your Business for Sale
The factors that drive value, from normalized earnings and market evidence to assets, working capital and risk.
Read article
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.