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Buy-Side M&A Advisory

We work for the buyer. Only the buyer.

Buy-side M&A and LBO advisory for blue-collar, asset-heavy companies in the $5MM–$50MM+ range. Sourcing, underwriting, diligence, structure, lender process and close — plus the word nobody else in the room will say: walk.

What buy-side M&A advisory is, in one paragraph

A buy-side M&A advisor works for the buyer. We find the targets. We rebuild the seller's earnings into a number a bank will actually lend against. We dig into the equipment, the customers and the contracts. We structure the purchase and the debt, run the lender process, and negotiate the close.

For owners and searchers buying trucking, construction, excavation, oil & gas and manufacturing companies. Every deal gets tested against a 20% revenue drop and real debt coverage before you sign.

01The problem

The seller's numbers are a sales document.

Every CIM you will ever read was written to make the company look like a machine that runs itself. Adjusted EBITDA is adjusted by whoever is being paid to sell it. Equipment is carried at book value that has nothing to do with what it brings at auction. The owner's salary is normalized to zero, as if the man who knows every customer by name works for free.

Then there is the part nobody writes down: the two customers that are 60% of revenue, the tractors that are all past 500,000 miles at the same time, the factoring line that already has a lien on every dollar of receivables, the loss runs the broker did not send.

Our job is to find all of it before you sign, not after.

Deal killers we call out loud

  • Customer concentration nobody has priced
  • Add-backs that cannot be traced to a bank statement
  • Adjusted EBITDA that is mostly adjustments
  • A fleet where the whole replacement cycle lands at once
  • Factoring on the A/R of a business claiming a fat margin
  • Loss runs or safety scores that never arrive
  • A structure that cannot survive one soft year
  • An owner who is the business and is leaving at close
02The Survival Underwrite

How we take a deal apart.

STEP 01

True SDE / EBITDA

Every questionable add-back comes out. Owner compensation is normalized to what it actually costs to replace that person in the market, not to zero. What is left is the number we underwrite — and it is usually materially below the one on the cover page.

STEP 02

Asset reality check

Equipment gets valued at auction or orderly liquidation value for downside modelling, never at seller book value. We want fleet age, hours, maintenance history, lien positions and the real replacement schedule — because deferred maintenance is the debt nobody puts on the balance sheet.

STEP 03

Revenue quality

Revenue broken down by customer, by lane or by job type, with concentration measured and contract terms read. When one customer carries a big share, the structure has to carry a mechanism that protects you if that customer leaves. That changes the price and what the seller stays on the hook for, not whether the deal happens.

STEP 04

The 20% Drop Test

We model revenue down 20% the month after close and run the debt service through it. If coverage breaks, the structure gets rebuilt — more seller paper, a longer amortization, a smaller senior piece, a holdback — until it holds — and if it will not hold at any structure, we say so plainly.

STEP 05

Structure and capital

Conventional and private credit, seller notes, rollover equity, earn-outs and escrows, arranged so the deal stands on its own numbers rather than on your personal signature. We run the lender process and we negotiate the terms.

STEP 06

Close and the first 100 days

Purchase agreement, working capital peg, escrow, transition terms. Then the part most advisors skip: the integration plan, the reporting pack and, if you want it, a fractional CFO sitting in the seat while the business changes hands.

03Engagement

Four ways in.

START HERE

Deal review call

Fifteen minutes on one live target or on your buy-box. You will get a straight read, not a pitch.

ENTRY

Survival Underwrite Report

Fast turnaround. Quality-of-earnings-lite plus a full deal screen on one target.

CORE

Full buy-side advisory

LOI through structuring, lender process and close. Equity or co-invest considered on deals that pass the underwrite.

POST-CLOSE

100-day integration

Fractional CFO in the seat, reporting built for the lender, and the attach streams — factoring, ABL, equipment lending — explained in full.

04Questions

Straight answers.

What does a buy-side M&A advisor actually do?

A buy-side advisor works for the buyer, not the seller. We build the acquisition thesis, source or screen targets, normalize the seller's earnings into a defensible number, run diligence on the assets and the customer base, structure the purchase and the debt, manage the lender process, and negotiate the documents through close. The seller's broker is paid to sell you a story. We are paid to find out whether the story is true.

What size deals do you work on?

Enterprise values of roughly $5MM to $50MM+. That is the range where the numbers are real enough to underwrite properly but small enough that the owner still is the business — which is exactly where the risk hides.

Do you use SBA financing?

No. Our structures center on conventional and private credit, seller notes and equity. SBA paper brings personal guarantees, covenant packages and timelines that do not suit the deals we run, and as of October 1, 2026 it brings a mandatory independent quality-of-earnings requirement on larger acquisitions. We will explain the SBA route if you want it, but we do not build on it.

Will you tell me not to buy something?

Regularly. Customer concentration nobody has priced, add-backs that cannot be traced to a bank statement, or a debt structure that cannot survive a soft year all get called out in writing. The cheapest deal we ever work on is the one you do not do.

What is a Survival Underwrite Report?

It is a screen on one live target — a quality-of-earnings-lite plus a full deal screen, delivered fast. You get a normalized earnings number, an asset reality check at orderly liquidation value, a concentration and key-man read, and a structure that either clears 1.5x DSCR under a 20% revenue drop or does not.

Send us the CIM. We will tell you what is wrong with it.

Book fifteen minutes and bring one live target. You will leave the call knowing whether it is worth a full underwrite.

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