Buy-side advisory for acquirers of Main Street businesses
We represent the buyer. From the first target screen to a funded closing, we help acquirers value businesses accurately, structure offers that lenders will finance and sellers will accept, and carry the transaction through diligence without giving up the terms agreed in the letter of intent.
Acquirers of established, owner-operated companies
The buyers we advise differ in capital, experience and timeline. Each needs a target that fits, a price the cash flow supports and a structure that closes.
What we do for acquirers
An engagement can cover a full search, a specific target or a transaction already under LOI. The scope is agreed in writing at the outset.
- One advisor accountable from the first screen to closing
- Your decision on every offer, term and walk-away point
- 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 planStart 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 notesOngoing - 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 capacityBefore 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 LOIBefore 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 reviewDuring 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 letterAlongside 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 planClosing day and after
Structures built to be funded, and to hold up after closing
Price is one term among several. We weigh each component against what the lender requires, what the seller needs and what the business can service, and we document the assumptions so they hold when the loan, the note and the earnout come due.
Scope and terms are agreed in writing
Engagement terms are discussed privately after an initial conversation, once we understand your criteria, your capital and where you are in the process. Scope and terms are documented in writing before any work begins.
- Confidential from the first callYour criteria, targets and offers remain with our team.
- Engaged at the right pointFor a full search, a specific target or a transaction already under LOI.
- Mutual NDASigned before we share information about any company we represent.
Tell us about the acquisition
A few details allow us to prepare for the first conversation. Nothing you submit is shared outside our team.
Questions acquirers commonly raise
What does a buy-side advisor do?
A buy-side advisor represents the acquirer. The work typically covers sourcing and screening targets, valuation, structuring and negotiating the offer and letter of intent, managing diligence, coordinating financing and carrying the transaction through the purchase agreement and closing. The advisor’s job is to protect the buyer’s price and terms, not to close a transaction at any price.
When should we engage you?
Earlier is better, because the most consequential terms are set in the letter of intent. Some acquirers engage us before a search begins; others bring us a specific target or a signed LOI. We can be useful at any of those points, but structure and the working capital peg are much harder to change once exclusivity has begun.
How are most Main Street acquisitions financed?
Most combine buyer equity, a seller note and senior debt, often an SBA 7(a) loan. Some add an earnout or rollover equity to bridge a difference in value. The right mix depends on the buyer’s capital, the business’s cash flow and current lending conditions. Lenders apply their own requirements on equity injection and seller note standby, so the structure should be tested with a lender before the LOI is signed.
How do you find businesses that are not publicly marketed?
Many owners of sound businesses have not decided to sell, or would prefer not to advertise the fact. Using criteria agreed with you, we approach owners directly and in confidence, and through their CPAs, attorneys and other advisors.
What is an independent sponsor?
An independent sponsor identifies and negotiates an acquisition before raising the equity to fund it, usually from family offices or other investors, one transaction at a time. A sponsor needs a target that will withstand an investor’s scrutiny and a structure that works for the lender, the equity partners and the seller at once.
Do you require an NDA?
Yes. Information about companies we represent is shared only after a buyer signs our mutual NDA. When we advise an acquirer, we treat its criteria, targets and offers with the same confidentiality.
Discuss an acquisition
From a search that has not yet begun to a letter of intent already on the table, an initial conversation is confidential and carries no obligation.