The October 1 SBA quality-of-earnings rule and what it does to your acquisition
Independent QoE is now mandatory on larger SBA-financed acquisitions. Here is what the rule actually says, who it hits, and why we structure around SBA anyway.
Buy-side M&A · Turnaround CFO · Fractional CFO
Most of these deals shouldn’t happen. The ones that should, we bring the money.
Buy-side M&A advisory, turnaround CFO work and fractional CFO services for trucking, construction, excavation, oil & gas and manufacturing companies in the $5MM–$50MM+ range. Boots before spreadsheets.
01The Survival Underwrite
Three rules that kill most deals before they kill you.
Every target we touch goes through the same screen. It is not a framework we invented for a brochure — it is what we learned underwriting, financing, repossessing and rescuing these companies from every side of the table.
RULE 01
The 20% Drop Test
If revenue drops 20% the month after close, does the business still cover its debt and make payroll? Most deals are never tested this way. We test it first and build the structure around the answer.
RULE 02
Debt Service Coverage
We model coverage on conservative numbers, not the seller's projections. If it is thin, we change the structure — more seller note, longer term, different mix — until it holds.
RULE 03
Customer Concentration
When one customer carries a big share of revenue, you are buying a relationship as much as a business. That is not a no. It changes the price, the structure and what the seller stays on the hook for. We size it honestly and tell you what it is worth.
02What we do
Three service lines. One operator behind all of them.
01
Buy-Side M&A Advisory
You have found a company, or you want one found. We run the underwrite, the diligence, the structure and the lender process from first look to close — and we tell you when to walk.
More info »02
Turnaround & Restructuring CFO
Cash is tight, the lender is nervous and the fleet is aging. We stabilize the cash position, restructure the debt and rebuild the reporting the bank actually wants to see.
More info »03
Fractional CFO
C-level financial leadership without the C-level salary. Cash forecasting, unit economics down to the truck or the crew, lender relationships and a company built exit-grade from day one.
More info »
03Who we are
Founded without suits and ties.
We are boot-wearing, forklift-certified, red-blooded Americans. The backbone of this economy is people waking up in freezing rain and burning heat to keep the lights on and the country running. Too often those owners get overlooked — in lending, in diligence, and in the room where their company gets priced.
Things change here. We teach our clients with full transparency. Our clients see what we see, and they understand the why. Most of us still run equipment on the side and own it too.
Mark Peterson has been on every side of a deal — lending it, funding it, repossessing it, fixing it, and running the company afterward. He has also built houses, including his own, and runs a farm.
Our office is inside a two-bay shop with six acres of yard behind it — water, sewer and power hookups, air and welding supplies, and room for a client to pull in and rest. Not a bougie high-rise.
We are at the forefront of connecting business owners with the resources and experience to reduce the stress and uncertainty of growing their business.Mark Peterson — Co-Founder
$5MM–$50MM+Deal size band
20%Revenue-drop test every deal must pass
1.5xMinimum post-close DSCR
04Industries
Asset-heavy. Owner-operated. Unglamorous. Exactly our lane.
Trucking & Logistics
Fleet age and condition, deferred maintenance, factoring lines that encumber A/R, insurance loss runs, driver turnover, authority and safety scores.
Construction & Excavation
WIP schedules, over- and under-billings, bonding capacity, retainage, backlog quality and whether the estimator is the business.
Oil & Gas Services
Utilization cycles, customer concentration with operators, equipment at orderly-liquidation value, and what happens to the day rate in a soft year.
Manufacturing
Machine age and maintenance capex, inventory reality versus the balance sheet, customer concentration and tooling ownership.
Equipment Dealers & Rental
Fleet utilization and age, rental book value against orderly liquidation, floor plan debt and its covenants, used-equipment residuals, parts and service margin, and which manufacturer agreements actually transfer.
Specialty Trades
Plumbing, HVAC, electrical, drywall. License dependency, key-man risk and whether the owner's relationships transfer with the keys.
Roll-ups & Platforms
Multi-entity structures, add-on sequencing, working capital pegs and holdco debt that has to survive all of it.
05Insights
Straight talk on buying and fixing these companies.
Read all »How to tell a real add-back from a fabricated one
We reviewed a target whose adjusted EBITDA was 83% adjustments. Here is the test we run on every add-back before it touches a valuation.
Buying a trucking company: the eleven things that actually kill the deal
Fleet age, factoring, loss runs, driver churn, authority. The diligence list we work through before anyone talks about a multiple.
Bring us the deal before you sign anything.
A 15-minute call. We will tell you straight whether the deal is worth your time, your money and your personal signature.