Confidential sale advisory for owners of established Midwest companies
Twelve31 Advisors is an M&A firm for Main Street businesses, based in Omaha. We represent owners through the full sale process, from recast financials and valuation to a controlled marketing process, negotiation of terms and closing. Our team has owned and operated companies, and we approach every engagement from that perspective.
- Valuation and recast financialsStage 1
- Offering memorandum and data roomStage 2
- 3Buyer qualification under NDAStage 3
- 4LOI, exclusivity and diligenceStage 4
- 5Closing and transitionStage 5
A structured process from first conversation to closing
Owners remain focused on running the business while we manage valuation, marketing, buyer outreach and negotiation. You receive regular reporting on buyer activity and make every material decision yourself.
Valuation and preparation
We recast three years of financial statements, normalize EBITDA for owner compensation and nonrecurring items, and assess the risks a buyer will price. The result is a supportable value range and a clear view of what could improve it before going to market.
Confidential marketing
We prepare a blind teaser and a confidential information memorandum, then approach a defined universe of strategic and financial buyers. No buyer learns the name of the company until it has signed an NDA and been qualified.
Negotiation and closing
We compare offers on value, structure and certainty of close, negotiate the letter of intent and exclusivity terms, and manage diligence with your attorney and CPA through the purchase agreement and transition.
Representing owners, and working with qualified buyers
Selling a business
Owners come to us at retirement, at a partner transition, after an unsolicited offer, or when they want an objective view of their options. We provide a candid assessment of value and run a sale process on terms that reflect their priorities.
- Main Street companies, generally valued under $2 million
- Lower middle market companies, generally valued above $2 million
Acquiring a business
We work with individual acquirers, search funds, private equity groups and strategic buyers. Registered buyers with defined criteria are contacted about opportunities that fit, under NDA.
- Confidential opportunities shared under NDA
- Perspective on SBA and conventional acquisition financing
- A secure data room for diligence
Established, owner-operated companies
Our work centers on businesses with durable customer relationships, experienced teams and consistent cash flow, the characteristics buyers weigh most heavily in this part of the market.
An operator’s perspective on the sale of a business
Members of our team have managed payroll, negotiated with lenders and acquired companies of their own. That experience shapes how we prepare a business for market: we anticipate the questions a buyer’s diligence team will raise and address them before they affect value or terms.
Confidentiality throughout
The business is marketed under a project name, identifying details are withheld, and sensitive information is released in stages to qualified buyers only. Employees, customers and competitors should not learn of a sale from the market.
Preparation that protects value
We identify the issues a buyer will raise, from customer concentration to working capital, and help resolve or frame them before marketing begins. We also help plan a transition that keeps your team intact.
The resources of Twelve31
Engagements are supported by a secure data room and, where a question calls for operating depth, by Twelve31’s operating team.
Candid advice
If the business would command a better outcome after a year of preparation, we will say so and outline what that preparation should involve.
Based in Omaha, working with owners across the Midwest
Many of the companies we see are family-owned and closely tied to their communities, and we treat their sale with corresponding care. Meetings take place at our office, at your business or by video, as you prefer.
Perspectives for owners considering a sale
SellingExit Planning: Why It Matters and What a Plan Should Address
What a sound exit plan addresses, and why the work should begin well before a sale is needed.
Read article
ValuationValuing Your Business for Sale
The factors that drive value, from normalized earnings and market evidence to assets, working capital and risk.
Read article
Due diligenceWhat 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 articleRequest a confidential valuation
An initial conversation is confidential and carries no obligation. Nothing you share is disclosed without your consent.