The 14-day roadmap
About 15 to 20 hours of work, structured so you decide fast and build momentum.
Day 1
First call plus Tier 1 document requests, with the next call dated before you hang up.
Days 2 to 6
Recent cash-flow proof test on Tier 1, then escalate to Tier 2 and the historical proof test only if Tier 1 holds.
Days 7 to 10
Deal-killer scan and a one-page underwriting model.
Days 11 to 14
Go or No-Go checklist and the LOI decision.
Two-tier document discipline
Do not ask for everything at once. Earn the right to the deeper request.
Tier 1
Last 3 months of bank statements, the matching P&L, a trailing-twelve-month P&L, and revenue by customer. One question: is the business real on cash and close enough to the P&L to justify more work.
Tier 2
12 to 36 months of bank statements, balance sheet and cash flow, the general-ledger export, 3 years of tax returns, and accounting access. Only after Tier 1 validates.
If Tier 1 fails
Close the gap with documentation quickly, or walk. Do not chase a story the numbers do not support.
Proof tests and deal killers
Pass/fail thresholds, not forensic accounting.
Bank-to-revenue variance
Over 20 percent needs a documented explanation; 10 to 15 percent is normal.
Customer concentration
Top customer over 30 percent is structural risk, over 50 percent needs protection, top 3 over 70 percent is concentration regardless of the split.
Deal-killer scan
Concentration, owner dependency, regulatory and legal exposure, asset and IP ownership, and hidden debt. Each gets a proceed, reconsider, or walk, with hard walk triggers such as undisclosed debt over roughly 20 percent of EBITDA.
Underwrite to implied EBITDA, then decide
Implied, not reported
Normalize only documented adjustments: above-market owner comp to replacement cost, and documented one-time and personal expenses. Then build conservative, base, and optimistic cases.
The honesty test
If the deal only works in the optimistic case, you have hope, not underwriting.
The Go or No-Go checklist
Snapshot, thesis clarity, proof-test outcome, deal-killer outcome, the top three risks with concrete protections, and three to five must-verify-post-LOI items each with a defined test. If you cannot finish it without guessing, you are not ready to go exclusive.
Valuation Multiples Database
Pressure-test your price range against lower middle market benchmark data.
The output is a decision, not a folder
Fourteen days, fifteen to twenty hours, and a clean go or walk anchored to implied EBITDA and a written risk list. That list becomes the spine of your LOI.
This course is operational guidance, not investment, legal, tax, or financial advice. SilverShore Partners is not a registered broker-dealer or investment adviser; in qualifying private-company transactions we may operate within the federal M&A broker exemption under Section 15(b)(13) of the Securities Exchange Act. Confirm specifics with your own advisors.