The Monroe County Courthouse in Bloomington, Indiana, in late light.

Acquisition Partnership

Buy it with the people who will help you run it.

For select acquisitions, LIMESTONE works alongside buyers on transaction evaluation, financial analysis, diligence coordination, transition planning and defined post-close operating priorities.

Engagement responsibilities and economics are negotiated separately. This is distinct from independent third-party Quality of Earnings, with potential conflicts addressed before work begins.

The five stages

Five stages, and what you receive at each one.

The deliverables are fixed in advance, and the decisions stay yours.

From the first read to Day 100

What LIMESTONE delivers at each stage

01

Evaluate

Before the letter of intent

We deliver

A Red-Flag Review of the deal in front of you.

You decide

Which deal receives the letter, and on what terms.

02

Structure

While the letter is negotiated

We deliver

The capital stack sized to what the business carries.

You decide

The structure you offer, and which lender sees it.

03

Diligence

Under exclusivity · 10 to 25 business days

We deliver

The Quality of Earnings and the operational read: proof of cash, the add-backs, the peg and the seats.

You decide

Proceed, proceed with terms, or stop.

04

Close

Signing to the wire

We deliver

The peg defended, day-one cash sized, the lender’s file supported through underwriting.

You decide

Sign.

05

Run

Day 1 to Day 100, and on

We deliver

The CFO and operating partner roles after close, one or both, on terms agreed before you sign.

You decide

One role or both, and for how long.

Who does the work

Ryan Anoskey leads the numbers and Jared Luegers the operating read. After close, the roles go to the partners who tested the deal, one or both, as agreed.

What an Acquisition Partnership delivers by stage. Diligence business days count from Day 1, the later of cleared payment and the last critical item on our request list; in stage 05, Day 1 is the day the wire clears. The lender’s and the seller’s calendars set the rest.

A technician sprays clear coat in a collision shop paint booth while another masks a fender.

How this usually starts

You pay for the full review once, on the deal you decide to pursue.

The buyers we talk to sign two or three letters of intent before one closes, often lining up a different lender for each, and expect to buy one business. A full review on each would buy two or three reports to close one business, so the work runs in order: a read of each deal, a decision, then the Quality of Earnings and the operational read on the one that survives.

Two terms matter on most small acquisitions: cash left in the business for the months after close, so the new owner is not borrowing working capital in month two, and a seller note tied to the transition of the customer relationships, so the seller has a reason to make the introductions. Both are settled before the letter is final.

Sources and uses on the sample business

Illustrative · $ in thousands

Sized against what the business can carry: the debt service its tested earnings cover 1.73 times, against SBA’s 1.25x floor, and the cash that stays in for the first months.

Uses

Purchase price5,000
5,550

Sources

SBA 7(a) loan4,440
5,550

1.73x

coverage on the sample structure, against SBA’s 1.25x floor

Uses
Purchase price, about 4.0x adjusted EBITDA of 1,2475,000
Working capital at close400
Fees and closing costs150
Total uses5,550
Sources
SBA 7(a) loan, 80 percent of the total4,440
Seller note, 10 percent555
Buyer equity, 10 percent555
Total sources5,550

The coverage test

Adjusted EBITDA1,247
÷
Annual debt service719
=
Coverage1.73x
The readWe recommend the lenders; you choose who sees the deal, and the lender decides.
Illustrative. Hoosier Supply Co. is our sample company. Its adjusted EBITDA of $1,247K is the sample Exhibit Book’s figure, priced here at about 4.0x. Debt service assumes a ten-year amortization at 10.5 percent on the 7(a) loan; the seller note sits on the standby the lender requires for it to count toward the equity, so it carries no payments in the test. SBA’s coverage floor for an initial acquisition is 1.25x on the report’s adjusted earnings (SOP 50 10 8.1). On an SBA deal at this price, the lender runs coverage on its own report’s adjusted earnings. Not a quote or a lender’s terms.

Structure

We take nothing from any lender, so the structure fits the business.

We are paid the same whether the deal closes on a 7(a) loan, a conventional loan or seller financing. On an SBA initial acquisition or business expansion at a business purchase price of $3 million or more, the lender’s quality of earnings comes from another firm under its own fee, and our work for you sits beside it.

Three ways to build a deal team

Seven questions to ask anyone who helps you buy, including us.

Most buyers assemble their own team or join a program; the last answer to each question is ours.

Three ways to build a deal team

By category · no firm named

The question

Assemble it yourselfA broker, your CPA, a loan broker, a bookkeeper

Join a programAn accelerator or a buy-side group

Bring in a partnerLIMESTONE

Who proves the numbers, and does the firm put its name on the report?

Ask which firm proves the numbers and puts its name on the report.

Ask who produces the report and whose name is on it.

A CPA leads it and LIMESTONE issues the report.

Who reads the operation?

Ask who on the team reads the operation.

Ask whether diligence is in scope.

The operational read; customer calls through the seller, with consent, when scoped.

Who designs the capital stack, debt and equity together?

Ask who sizes the structure.

Ask who sizes the debt and the equity together.

One team sizing the debt and the equity gap.

Is anyone advising you paid by a lender?

Ask each advisor whether a lender pays them.

Ask whether a lender pays the program.

Never; we take nothing from any lender.

Who tells you to walk?

Ask who will tell you to walk, and in writing.

Ask what the terms are.

In writing before you sign, with the evidence and its size.

Who is there after the wire?

Ask who stays after the wire.

Ask what support continues after the wire.

The partners who tested the deal, in one role or both, as agreed.

What does it cost to find out whether it fits?

Ask what each vendor charges, and when.

Ask what it costs before a deal exists.

A call. We charge for work on a live deal.

Ryan Anoskey, CPA, Partner at LIMESTONE.

Ryan Anoskey, CPA

Partner

Jared Luegers, CFA, Founder and Managing Partner at LIMESTONE.

Jared Luegers, CFA

Founder and Managing Partner

The partners

Two partners, one or both in the business after close.

After close, Ryan Anoskey, CPA, takes the CFO Partner role and Jared Luegers, CFA, the Operating Partner role, one or both as you agree. We are taking on our first two Acquisition Partnership clients and will say so here until both deals have closed.

Our Team

A chef plates at the pass during dinner service.

Day one onward

The roles can start the day the wire clears.

At the Embedded level the CFO role owns the 13-week cash view and the lender reporting; at Advisory it reviews them. The operating partner role owns the plan the diligence wrote, three to five initiatives, each with an owner, a date and a measure, re-read every quarter. One role or both; the cadence, the level and the terms are set in the engagement letter, and the levels are on the CFO & Operating Partner page.

How the roles work

Questions

Three questions buyers ask about the partnership.

The self-funded buyer field guide covers the path from the first memorandum to the wire.

Who is this for?

An experienced operator buying a first company, a searcher whose investors want an operator beside them, or an owner buying an add-on. The business sits in Indiana or within about four hours of it, because the roles are in the building, and the deal has to be one we would recommend. A thirty-minute call settles fit faster than a list.

Is the diligence still independent if you are my partner?

The report is written for you and says what we found, whether or not it helps the deal. Where a lender relies on a quality of earnings, that report comes from an independent firm. On an Acquisition Partnership, where we stay on after the close, part of our fee may be a minority stake in the business. We offer it only on a deal we have recommended to you, and we set it out in writing before you sign; we never take one where a lender or a third party relies on our diligence. The other independence rules are in the FAQ.

What does it cost?

Fixed fees for the defined work, each quoted in writing after a call: a Red-Flag Review starts at $2,500, and a Quality of Earnings at $7,500 (Lite), $15,000 (Core) or $25,000 (Full). The CFO and operating partner roles are monthly, from $2,500 a month per role at Advisory, with the level and the terms set in the engagement letter. Nothing to join and nothing for access.

Get started

Bring the deal you are closest to.

A thirty-minute call with both partners about the business, the lender and the letter. If the deal only needs diligence, we’ll say so and quote that instead.