APEX GLOBAL BUSINESS PARTNERS, LLC | Acquisition Underwriting Opinion Letter
Monroe, WA | deals@apexglobalbusinesspartners.com
August 4, 2026
Prepared for: Client (name redacted)
RE: Acquisition Underwriting — Three-Entity Telecom Infrastructure Roll-Up

1. Executive Summary

CONDITIONAL GREEN LIGHT — subject to three entity-level conditions that must be resolved before binding commitment on any individual entity and before combined capital-stack deployment.

The roll-up assembles three telecom-infrastructure service businesses — a site-planning and survey firm (Entity 1), a tower-installation and microwave-specialist company (Entity 2), and a general engineering / civil-infrastructure construction contractor (Entity 3) — into a vertically adjacent platform spanning design, tower build, and ground-up civil infrastructure across a multi-state western footprint. The strategic thesis is compelling: the three entities occupy complementary positions in the same capital-spending cycle, share overlapping Fortune 500 carrier customers, and together would represent a rare end-to-end telecom infrastructure platform in a sector still experiencing significant densification and fiber-deployment demand.

Each entity individually clears the Apex DSCR floor at its documented earnings, but Entity 2 carries significant data gaps — an undisclosed EBITDA figure, a 2023 revenue decline with only a narrative explanation, and financials not verified against tax returns or bank statements — and must be treated as substantially unverified. Entity 1 and Entity 3 are more fully documented at the broker-teaser level, though neither has yet been verified by underlying tax returns.

The three cure conditions are: (a) full tax-return and bank-statement verification for Entity 2 and confirmation that 2024 revenues recovered as represented; (b) confirmation of Entity 3's SDE via tax returns, given the owner's "semi-absentee" characterization and the magnitude of the earnings claim; and (c) resolution of the multi-entity SBA affiliation issue governing which capital structures are available on a simultaneous close. Each condition is specific, within the sellers' control, and high-probability of resolution — the buyer should proceed into NDA and due diligence on all three simultaneously, with the above conditions named as closing contingencies.

2. Business / Property Overview

Entity 1 — Site Planning & Survey Firm (West Coast metro)

Income Type: Operating business services. No real estate component.

Entity 1 performs site planning and surveying for the telecom industry, with named Fortune 500 carrier clients. Services span two divisions: Field Engineering (field walk-out and survey, right-of-way permitting, make-ready engineering, small-cell site surveys) and Design & Drafting (new-development project design, small-cell design, CAD drafting, traffic-control design, photo simulations, and 3D modeling). The business was established roughly 17 years ago and operates from a leased office. Headcount is 21 employees across project management, drafting, QC, field, and design roles.

The listing explicitly states that no licenses or certifications are required to own this business, as the entity operates as a subcontractor — the prime contractor holds all required licenses. This is a material positive for transferability: there is no professional license tied to the owner's name that must transfer or be re-obtained. The selling reason is retirement; owner financing is described as available, with a proposed 10% down / 10% seller carry / 80% bank structure. FF&E is stated at $236,576, included in the $835,000 asking price.

Strategic Role in Platform: Entity 1 is the design and pre-construction intelligence layer — site planning, surveying, and permitting feed directly into the deployment work of Entities 2 and 3. Within the combined platform this creates the potential to capture a full project lifecycle: plan it (Entity 1), build the tower (Entity 2), trench and lay the ground infrastructure (Entity 3).

Entity 2 — Tower Installation & Infrastructure Company (South-Central US, home-based)

Income Type: Operating business services. Real estate is owned by the seller, separately priced at $1,400,000 and excluded from the $1,800,000 business asking price.

Entity 2 installs, services, and supports communication-tower and rooftop infrastructure — constructing foundations, erecting towers, rigging antennas, cabling and lighting, and building equipment shelters. The company has a particular competitive differentiation in microwave-system installation, an area it describes itself as having no known regional competitor with comparable capability. FF&E is stated at $859,000, included in the $1,800,000 ask. The business was established roughly 41 years ago — by far the longest track record in the portfolio.

The listing describes a 2023 revenue decline attributed to high-value project postponements, supply-chain disruptions, and safety-evaluation delays, with the postponed projects expected to commence in or after Q1 2024. EBITDA is not disclosed. SDE is stated at $400,000 against gross revenue of $3,000,000 — an SDE margin of approximately 13.3%, tight for a tower-installation contractor and worthy of independent verification. Seller is ready to retire; seller financing is described as available but no specific terms are provided.

Regulatory Position: Tower construction and installation is a regulated activity involving structural work, antenna rigging, and potential FAA/FCC coordination on tower height and lighting. Entity 2's operational licenses have not been disclosed in available materials — a material due-diligence item, since unlike Entity 1 this business performs physical structural work that does require licensing.

Strategic Role in Platform: Entity 2 is the tower-build and microwave-installation execution layer — the physical counterpart to Entity 1's design services. The microwave specialization is a niche, defensible capability with high barriers to entry.

Entity 3 — General Engineering / Civil Infrastructure Contractor (West Coast metro)

Income Type: Operating business services with heavy equipment (FF&E). No owned real estate included in the transaction.

Entity 3 is a general engineering construction contractor (Class A & B licensed) providing civil infrastructure services for the telecom industry: directional boring, open trenching, rock-saw trenching, asphalt removal and replacement, and concrete removal and replacement. An aerial cabling division was added within the past four years in response to customer demand. The company was established roughly 16 years ago and employs over 50 personnel including office staff, field management, and five production field crews of six to eight workers each.

Named customers are Fortune 500 carriers. Operations are primarily in one western state but extend across five western states — a multi-state footprint that provides geographic diversification and positions the entity as a natural platform asset. 2025 gross revenue is stated at approximately $15,877,287; 2025 SDE is estimated at $4,425,000 (described as "subject to buyer's verification"). Contracted WIP and backlog as of year-end 2025 is stated at more than $25,000,000 — a material pipeline figure that, if verified, substantially de-risks near-term revenue continuity. FF&E is estimated at approximately $6,000,000 or more, included in the $16,000,000 asking price.

The seller is described as "half-time" or "semi-absentee." The asking price is stated as approximately 2.7x SDE, and the seller explicitly states willingness to consider all reasonable offers based on a combination of price, terms, and timing. Some seller financing is described as possible.

Regulatory Position: Entity 3 holds a Class A & B contractor license — a substantive license that must transfer or be maintained. State contractor licensing is entity- and/or qualifier-based; in an asset purchase the buyer must either hold or obtain the applicable license or retain a Responsible Managing Employee (RME) or Officer (RMO) who does. Solvable, but not trivial.

Strategic Role in Platform: Entity 3 is the civil/ground-infrastructure execution layer — the largest revenue contributor by a wide margin and the backbone of a combined platform's balance sheet. Its $25M+ backlog provides substantial runway, and its multi-state footprint is the geographic spine on which Entities 1 and 2 could expand.

Public Footprint Scan — Unverified Public Sources

3. Financial Overview

ALL FIGURES SELLER-STATED AND UNVERIFIED. NO TAX RETURNS, BANK STATEMENTS, OR AUDITED FINANCIALS PROVIDED AT THIS STAGE. "STATED SDE" MEANS THE SELLER'S REPRESENTATION, NOT A VERIFIED FIGURE.

Entity 1 — Site Planning & Survey Firm

Stated Financials

The listing states an adjustment is included in cash flow "to replace or retain the owner if desired," indicating a management-replacement cost has already been deducted from stated SDE. This is favorable — it means the $263,339 is presented as a post-owner-replacement figure. Requires confirmation in due diligence; if the deduction reflects a fully loaded market-rate replacement salary (~$90,000–$120,000 for a PM/GM role in this market), the stated SDE is already defensible as buyer-available cash flow.

Three-Scenario Model — Entity 1

Formula Valuation — Entity 1 (3.5x–4.5x on verified SDE)

Ask vs. Formula: The $835,000 ask falls within the conservative-to-base formula range (~3.17x stated SDE). At stated figures the seller is not asking an aggressive price. A formula value above the ask is not itself a reason to pay the ask without verified financials — treat $835,000 as a ceiling and negotiate toward or below it contingent on verified SDE.

Entity 2 — Tower Installation & Infrastructure Company

Stated Financials

EBITDA non-disclosure is a significant data gap. A 13.3% SDE margin on a $3,000,000 tower-installation business is at the low end of what is typical for specialty telecom contractors — possible but tight given heavy equipment costs, fuel, insurance, crew wages, and vehicles. The 2023 revenue decline further clouds confidence in the figure's representativeness of normalized earning power. The buyer must obtain at minimum three years of tax returns and 24 months of bank statements before placing capital on this entity.

Three-Scenario Model — Entity 2

Formula Valuation — Entity 2 (business only)

Ask vs. Formula: The $1,800,000 business ask exceeds the base formula value ($1,400,000) and sits just below the optimistic formula — approximately 4.5x SDE, above the range defensible for this asset given the data gaps and the 2023 performance drop. The business ask needs to come down to $1,400,000 or below (3.5x verified SDE), or verified SDE must demonstrate numbers materially above the $400,000 stated figure, before the business price is defensible.

Real Estate (separate): The $1,400,000 real estate is separately priced and excluded from the business ask. Without rent roll, square footage, or market comps, the figure cannot be independently validated; an MAI appraisal is required if acquired. If not acquired, arm's-length lease terms must be negotiated and capitalized as an operating cost deducted from business SDE.

Entity 3 — General Engineering / Civil Contractor

Stated Financials

A ~27.9% SDE margin for a civil construction contractor with 50+ employees and five field crews is at the high end of what is achievable in this sector. Not impossible for a well-run, equipment-intensive contractor with efficient crew utilization and favorable project mix — but not a figure to accept at face value for a $16,000,000 capital commitment. The "estimated" qualifier and the "subject to buyer's verification" language reinforce that this is a projection, not a confirmed number. The semi-absentee owner characterization means owner-compensation normalization must be isolated in diligence.

Three-Scenario Model — Entity 3

Formula Valuation — Entity 3 (4.0x–4.5x on verified SDE)

Ask vs. Formula: The $16,000,000 ask is below the base formula value ($18,806,250) and well below optimistic. The seller's own framing of "about 2.7x SDE" suggests the seller is not trying to extract the maximum multiple. The critical question is whether verified SDE holds near $4,425,000; if verified SDE comes in at $3,000,000, a $16,000,000 ask is 5.3x — above the standard range and only defensible for a best-in-class asset. Tax-return verification of the SDE figure is decisive. The seller's explicit, public, multi-platform statement that all serious and reasonable offers will be considered is a strong positive indicator of seller flexibility. This is not a firm-price seller.

Combined Portfolio Summary

At stated figures, the combined asking price is at or below the combined base formula value. The buyer is not being asked to pay a premium for the roll-up itself. If verified SDE for Entity 3 holds near the stated figure, the combined portfolio represents genuine value relative to asking prices. Entity 2's business price is the only entity where the ask exceeds the base formula value.

4. Debt Service & DSCR Analysis

ALL INTEREST-RATE ASSUMPTIONS BELOW ARE ILLUSTRATIVE — CONFIRM CURRENT PRICING WITH YOUR LENDER. NO RATE USED CONSTITUTES A QUOTE, COMMITMENT, OR REPRESENTATION OF AVAILABLE TERMS. APEX DSCR FLOOR: 1.75x MINIMUM; TARGET 1.83x+.

Given a combined acquisition of ~$18,635,000 (business only), the SBA 7(a) $5,000,000 hard cap means SBA cannot be the primary vehicle for the combined transaction. It may apply to Entities 1 and 2 individually, with Entity 3 requiring conventional or alternative financing. Per-entity and consolidated structures are modeled below.

Entity 1 — Seller-Proposed (10% down / 10% seller carry / 80% bank)

All three scenarios clear the 1.75x floor under the seller-proposed structure; the conservative scenario clears at 2.00x. (Under a full SBA 7(a) structure at ~9.50% illustrative, the conservative case tightens to 1.66x — below floor — so the buyer should target a negotiated price at/below $800,000 or a 7-year seller-carry term to preserve the buffer.)

Entity 2 — Conventional 70% Bank / 30% Down

At conventional terms with 30% down, the conservative scenario fails at 1.43x. This reinforces that Entity 2's DSCR is sensitive to SDE verification. A conventional structure works only if verified SDE comes in at/near the stated $400,000. DSCR breakeven: SDE must be at least $310,975 to clear 1.75x at $177,700 annual debt service. (A 90% seller-carry structure at 4.5%/30-yr clears all scenarios — 2.59x conservative — but is premised on a term the seller has not committed to.)

Entity 3 — Conventional Senior 70% / 30% Equity

All three scenarios clear the floor — including the conservative case at nearly 2.0x. This is the strongest standalone DSCR in the portfolio. A hybrid of full senior debt plus a material seller note pushes the conservative case below floor (1.47x–1.66x); the cleanest path to an above-floor conservative DSCR is a negotiated price reduction to $14,000,000–$14,500,000, at which a 70% bank / 15% seller note / 15% equity structure produces:

A $14,000,000 negotiated price (12.5% reduction from ask) brings all scenarios above floor and is directly within the seller's stated range of flexibility. Open at $13,500,000 and target $14,000,000–$14,500,000.

Consolidated Portfolio DSCR

At the portfolio level, even the conservative combined scenario clears the DSCR floor at 1.96x. The portfolio is DSCR-viable at stated figures. Entity 2 is the weakest link and the one whose verification is most urgent.

5. Capital Structure Recommendation

The three entities span an $835,000 micro-acquisition, a $1,800,000 mid-market business purchase, and a $16,000,000 lower-middle-market transaction. No single financing structure covers all three. The buyer should approach this as three independent financing mandates executed in parallel or sequenced, with a combined capital stack totaling ~$18,635,000 to $20,035,000 (with Entity 2 real estate).

Entity 1 — Recommended: SBA 7(a) + Seller Carry Subordinated Note

Entity 1 is an ideal SBA 7(a) candidate: operating business well within the $5,000,000 loan cap, ~17-year history, named clients, and an owner who has explicitly proposed a seller-carry structure. Accept the seller's 10/10/80 framework as a starting point and negotiate the seller carry to a 7-year term at the lower end of the interest range to push conservative DSCR above 1.75x under SBA pricing. Buyer cash at close: $83,500 plus applicable SBA guarantee fee and closing costs. Reg D: not applicable at this size.

Entity 2 — Recommended: SBA 7(a) with Aggressive Seller-Carry Negotiation (or Negotiated Price + Carry)

The $1,800,000 business price is within SBA 7(a) reach, but data gaps and the 2023 decline make a conservative structure essential: 20% down ($360,000), 60% SBA senior ($1,080,000), 20% seller carry ($360,000). This clears 2.02x at base SDE but only 1.29x at conservative SDE — so the buyer must write a price contingency: if verified SDE from tax returns comes in below $310,000, the price must be renegotiated downward or the deal does not close. The cleaner path is to negotiate the business price to $1,400,000 (base formula value) with a full- or majority-seller-carry structure. Reg D: not applicable.

Entity 3 — Recommended: Conventional Senior Bank Debt + Negotiated Seller Note (Primary)

At $16,000,000, this transaction requires institutional-grade capital. Primary structure at a negotiated $14,000,000: 15% buyer equity ($2,100,000), 70% conventional senior ($9,800,000, 7.00%–7.50% illustrative, 10-yr), 15% seller note ($2,100,000, 5.5%–6.5%, 7-yr). Total DS ~$1,655,000; conservative DSCR 1.90x. Alternative — SBIC financing for the subordinated layer ($3M–$5M mezzanine behind the senior bank), recommended if the seller declines meaningful carry. Alternative — Earn-out on the unverified SDE: base price $14,000,000–$14,500,000 at closing plus $1,000,000–$1,500,000 contingent on verified 2025/2026 SDE meeting the seller's stated figures within 12–18 months. Reg D note: if the buyer structures the Entity 3 equity as a raise from co-investors rather than personal capital, the offering will likely constitute a securities offering requiring a Regulation D exemption (506(b) or 506(c)) — engage securities counsel before soliciting any co-investor.

Combined Platform Capital Stack Summary

SBA Affiliation Rule Note (critical for simultaneous close): When a single buyer acquires multiple businesses simultaneously, SBA affiliation rules (13 CFR Part 121) aggregate the revenues and employees of all affiliated entities to determine whether the combined enterprise qualifies as a "small business." The combined portfolio has 75+ employees and ~$21.2M in combined revenue. Most telecom-infrastructure and construction NAICS codes have size standards in the $19M–$47M revenue range or 500-employee headcount — the combined portfolio likely still qualifies, but this must be confirmed by the SBA lender and legal counsel. A sequenced close — Entity 3 first (conventional, no SBA), then Entities 1 and 2 under SBA — eliminates any affiliation ambiguity.

6. Flags & Signals

Entity 2 — EBITDA Not Disclosed

● RED CRITICAL

The listing explicitly states "EBITDA: Not Disclosed." For a $1,800,000 capital-intensive tower-installation contractor with $859,000 in FF&E, the absence of EBITDA is the single number that separates true cash generation from an SDE figure that may be inflated by depreciation add-backs on aging equipment. Without it, there is no way to assess maintenance-capex requirements, true free cash flow, or whether the $400,000 SDE reflects a business in normal operating condition or one capital-starved ahead of a sale. Resolution: require full three-year P&Ls and corresponding tax returns; compute EBITDA independently; request a depreciation schedule and commission an independent equipment appraisal.

Entity 2 — 2023 Revenue Decline, Unverified Recovery

● RED CRITICAL

The listing narrative acknowledges a 2023 revenue decline; the seller represents postponed projects were expected to commence in Q1 2024. But no 2024 revenue figure is provided and the $3,000,000 gross figure is undated. Resolution: request trailing-12-month bank statements plus 2022–2024 tax returns; require the seller to state in writing which year the $3,000,000 figure represents. Walk-away: if 2024 bank deposits show gross revenue below $2,200,000, the $1,800,000 ask cannot be defended on any DSCR-passing structure without a renegotiated price floor near $900,000–$1,000,000.

Entity 2 — Asking Price Exceeds Formula Value at Base SDE

● RED CRITICAL

The $1,800,000 business ask implies 4.5x on stated $400,000 SDE. The defensible range for this asset is 3.0x–4.0x; at 3.5x (base formula) the business is worth $1,400,000. This is the only entity where the ask materially exceeds the Apex base formula. Resolution: present a written offer at $1,400,000 or below, tied to formula valuation at 3.5x verified SDE. Walk-away: if the seller refuses any price below $1,700,000 and verified SDE confirms $400,000 or below, walk away unless SDE verification produces figures above $470,000.

Entity 3 — SDE "Estimated" and Explicitly Unverified

● YELLOW CAUTION

The Entity 3 listing states 2025 SDE as $4,425,000 and explicitly qualifies it as "estimated" and "subject to buyer's verification." A 27.9% SDE margin for a civil contractor at this scale is at the high end of achievable and is the most financially consequential unresolved question in the portfolio. Resolution: request 2023–2024 tax returns and full 2025 P&L; cross-reference SDE against bank deposits; independently verify the $25,000,000+ backlog via executed contracts. Walk-away: if verified 2024 SDE comes in below $3,000,000, the $16,000,000 ask implies a multiple above 5.3x — negotiate to $12,750,000–$13,500,000 or walk.

Entity 3 — Anomalous Second Listing Identified (Same Broker)

● YELLOW CAUTION

During the public footprint scan a second listing associated with the same broker referenced "typical annual sales close to $7,500,000, with SDE for the owner-manager of about $1,400,000" — figures materially different from the submitted document. This may be a separate listing, a prior-period representation, or a stale listing. Resolution: in first broker contact, ask directly whether the second listing is a separate, unrelated business. A clear answer resolves this within minutes. Walk-away: if the broker confirms these figures represent a prior-period description of the same Entity 3 — revenue roughly half and SDE one-third the current claim — this is a material discrepancy demanding full explanation before proceeding.

Entity 3 — Class A & B Contractor License Transfer

● YELLOW CAUTION

The state contractor license is held by the entity and/or its Responsible Managing Officer/Employee (RMO/RME). In an asset purchase the license does not automatically transfer; the buyer must (a) become licensed, (b) retain the current RMO/RME post-close, or (c) bring in a new qualifier. Without the license, the buyer cannot legally perform the work that generates 100% of Entity 3's revenue. Resolution: request the license number and current RMO/RME; verify active, good-standing, disciplinary-free status. Walk-away: if the license is inactive, suspended, or flagged, do not proceed without confirmed, active, transferable licensure.

Entity 1 — Subcontractor Model / MSA Transferability

● YELLOW CAUTION

Entity 1's revenue is generated under master service agreements and subcontracts with named carriers and prime contractors. These agreements have assignment provisions that may restrict transfer to a new owner without counterparty consent. Walk-away: if carrier consent is refused for agreements representing more than 40% of trailing-12-month revenue, the business effectively loses that revenue stream at close.

Entity 2 — Contractor Licensing Status Unknown

● YELLOW CAUTION

Entity 2 performs physical structural work subject to contractor-licensing requirements; the listing does not disclose what licenses the entity holds, and microwave installation may implicate FCC coordination requirements. Walk-away: if required licenses are held by the seller personally rather than the entity, the business cannot legally continue operations at close without the seller's continued involvement or an immediate transfer.

All Entities — SBA Affiliation Rule / Simultaneous Close

● RED CRITICAL

A simultaneous SBA-financed close of Entities 1 and 2 alongside the conventional close of Entity 3 creates SBA affiliation aggregation risk. The combined portfolio has 75+ employees and ~$21.2M revenue. Resolution: sequence the closings (Entity 3 conventional first, then Entities 1 and 2 under SBA) and obtain a written SBA size determination before submitting loan applications.

Entity 1 — Operating History Discrepancy

● GREEN SIGNAL (Minor — confirm only)

The listing states "a reputation built over the last 15 years" while the "established" field states ~2008 (~17–18 years). A minor discrepancy likely attributable to un-updated listing copy; 17 years vs. 15 is a positive, not a negative. Confirm founding year in diligence.

Entity 3 — Seller Semi-Absentee / Owner-Compensation Normalization

● YELLOW CAUTION

The seller describes himself as "half-time" / "semi-absentee." If he draws full market-rate compensation despite half-time hours, SDE is correctly normalized; if he draws below-market compensation, SDE is overstated relative to the true cost of replacing his function at full time. A $150,000–$200,000 variance against $4,425,000 SDE is ~3%–5% — meaningful but not catastrophic; against a conservative $3,000,000 SDE the same gap is 5%–7%. Resolution: request the owner's W-2/K-1 for 2023–2025 and deduct any below-market gap before applying a multiple.

Portfolio — Combined Equity Requirement vs. Buyer Liquidity

● YELLOW CAUTION

The combined buyer-equity requirement of ~$2,463,500 (at negotiated prices) must be confirmed as available before any LOI. If the buyer relies on one entity's closing to fund a subsequent closing, the sequencing creates liquidity exposure. SBA lenders additionally require evidence that down-payment funds have been seasoned in the buyer's account for 60 days.

7. Due Diligence Priorities

Listed in strict priority order. Each item states what to request, why it matters, and what a bad answer looks like.

Priority 1 — Entity 2: Three-Year Tax Returns and 24-Month Bank Statements

Entity 2 is the most data-deficient entity. Federal returns (2022–2024) plus bank statements resolve every gap simultaneously: they confirm actual reported revenue by year, confirm owner compensation, and provide the depreciation schedule needed to compute true EBITDA. Bad answer: one year of returns only, or returns showing 2024 revenue materially below $2,500,000, or Schedule C income materially below stated SDE. Bank deposits below $2,200,000 annualized are a walk-away indicator.

Priority 2 — Entity 3: Tax Returns, Owner W-2/K-1, and Backlog Contract Verification

The $4,425,000 SDE is the single largest financial claim and the one with the most explicit uncertainty. At $16,000,000, every $100,000 of downward SDE revision translates to ~$425,000 of formula-value reduction at 4.25x. Verify the $25,000,000+ backlog via executed contracts with counterparty names, values, and commencement dates. Bad answer: 2023/2024 revenue materially below $10,000,000; W-2/K-1 owner comp below $80,000/yr; backlog consisting of LOIs or cancellable MSAs rather than executed work orders.

Priority 3 — SBA Affiliation Formal Size Determination

Engage the SBA lender's counsel to submit a formal NAICS size determination for the combined post-acquisition enterprise under 13 CFR Part 121 before any SBA applications. Discovering disqualification after executing LOIs creates a financing gap requiring conventional alternatives or restructuring.

Priority 4 — Entity 3: License Verification and RMO/RME Identification

Confirm active Class A & B license status and the name/terms of the current qualifier. In an asset purchase the license does not follow the assets; if the qualifier is the departing seller, the buyer must have a replacement in place before the first post-close project. Bad answer: probationary status, pending citations, or the seller unwilling to remain as RMO for a 12-month transition.

Priority 5 — Entity 1: MSA and Subcontract Assignment Review

Entity 1's entire revenue base is generated under agreements that may include anti-assignment or change-of-control provisions. Bad answer: the two largest MSAs include explicit non-assignment clauses with no acquisition carve-out; consent processes that exceed 90 days; concentration showing >50% of revenue under a single non-assignable agreement.

Priority 6 — Entity 2: Equipment Appraisal and Replacement-Capex Assessment

Commission an independent appraisal of the $859,000 FF&E. If a significant portion is near end-of-life, the buyer faces near-term replacement capex that erodes forward cash flow. A business showing $400,000 SDE but facing $150,000–$200,000 in annual replacement capex has effective free cash flow of $200,000–$250,000 — implying a maximum price of $700,000–$875,000, materially below the ask.

Priority 7 — Entity 2: Real Estate Decision (Purchase or Lease)

If acquiring: full MAI appraisal, property-tax records, survey, Phase I environmental, zoning confirmation. If not acquiring: a term sheet for a post-closing arm's-length lease, minimum 5-year initial term with renewal options. Bad answer: MAI below $900,000; Phase I identifying recognized environmental conditions; a seller who will not commit to a 5-year lease.

Priority 8 — All Entities: Customer Concentration and Contract Renewal Analysis

Trailing three-year revenue breakdown by customer; top-five customers and their percentage of total. If any single carrier represents >30% of combined portfolio revenue, the platform has a concentration risk a strategic buyer or lender will discount. Bad answer: a single carrier >40% of Entity 3 revenue with the MSA expiring within 18 months and no renewal executed.

8. Upside & Growth Opportunities

Cross-Entity Synergy Analysis

The three entities occupy adjacent positions in the same carrier capital-deployment cycle. The synergy thesis is structural, not speculative — it derives from eliminating white space between three functions that currently operate independently but serve the same customers on the same projects.

Synergy 1 — Integrated Project Capture (Design-through-Build): today a carrier separately engages a site-planning firm, a tower installer, and a civil contractor for the same project — separate RFPs, separate contract vehicles, separate procurement overhead. A combined platform offering integrated design-through-build eliminates that overhead and lets the platform propose a single contract for the full scope. If even 15%–20% of Entity 3's $25,000,000+ backlog represents projects where Entities 1 and 2 could have provided earlier-stage services, the revenue-capture opportunity is $3,750,000–$5,000,000 in additional contracted pipeline addressable within 24 months.

Synergy 2 — Shared Back-Office and Overhead Reduction:

Synergy 3 — Combined Bonding Capacity: a single surety program covering the combined entity increases aggregate bonding capacity and reduces per-project bonding cost, enabling the platform to bid larger projects (federal broadband-program deployments, multi-year carrier framework agreements) that individual entities could not bond. Synergy 4 — Geographic Expansion: Entity 2's tower-installation and microwave capability can be extended into the western states served by Entities 1 and 3, leveraging existing carrier relationships and eliminating Entity 2's single-region dependency.

This synergy value belongs entirely to the buyer and must not be shared with any seller through a higher acquisition price. The sellers are being paid for their businesses as currently operated; the buyer creates and captures all synergy value through the integration effort.

Platform Exit Thesis

Target hold: 4–6 years post-integration. Exit buyer: a strategic acquirer (large telecom-infrastructure services company, national contractor, or EPC firm) or an infrastructure-focused private-equity fund seeking a bolt-on.

Entry cost (negotiated prices per Section 5): ~$16,235,000. Gross return on entry (base): $31,625,000 exit vs. $16,235,000 entry = ~1.95x equity multiple before leverage. With leverage and DSCR-positive cash flow over the hold, the levered 5-year IRR at the base exit is estimated in the 25%–35% range — sensitive to verified SDE and to be re-run after diligence. Achieving the exit thesis requires four disciplines: clean GAAP financial reporting from day one; integration of carrier relationships under a single contracting entity; key-employee retention agreements within 90 days of each close; and a documented backlog/pipeline management system.

9. Next Steps — Ordered by Priority

Step 1 — Confirm buyer liquidity and capitalization capacity (immediate, before any LOI). Confirm total liquid capital available; the three-entity combined equity requirement is ~$2,463,500 at negotiated prices. Engage an SBA lender for a preliminary borrower-qualification call within five business days.

Step 2 — Execute NDAs on all three entities simultaneously within the same business week, to preserve deal timing and prevent any single seller from learning the buyer is pursuing all three.

Step 3 — Request Priority 1 and Priority 2 due-diligence materials immediately upon NDA execution. Set a 30-day production deadline; treat any entity that fails to produce as a lower-priority acquisition.

Step 4 — Engage SBA lender for preliminary qualification and NAICS size determination (within 10 business days).

Step 5 — Engage a transaction attorney (within 10 business days) with multi-entity, contractor-licensing, and SBA experience to advise on close sequencing, licensing strategy, and assignment-of-contract requirements.

Step 6 — Submit LOI for Entity 3 first, at a negotiated $14,000,000–$14,500,000 (open at $13,750,000), structured with an earn-out on the unverified SDE and explicit financial contingencies tied to tax-return-verified SDE and confirmed licensure.

Step 7 — Submit LOI for Entity 1 at $800,000 or below (concurrently), on the seller-proposed 10/10/80 framework with a 7-year seller carry and a financial contingency tied to verified SDE.

Step 8 — Submit LOI for Entity 2 contingent on receipt of tax returns (deferred until Priority 1 documents are received). Do not execute exclusivity on Entity 2 before document validation.

Step 9 — Commission independent equipment appraisal for Entity 2 (concurrent with tax-return review).

Step 10 — Broker clarification on the Entity 3 anomalous second listing during the first post-NDA call. Document the answer in writing.

10. Verdict

CONDITIONAL GREEN LIGHT

The three-entity roll-up is underwriting-viable at the negotiated price structure modeled throughout this report, subject to three specific and resolvable cure conditions that must be satisfied before binding commitment on any individual entity or combined capital-stack deployment. The strategic thesis is genuine: three businesses serving the same Fortune 500 carriers at adjacent stages of the same project lifecycle, currently operating as independent competitors for portions of each other's value chain, represent a platform combination worth materially more than the sum of its parts — and the combined asking prices, properly negotiated, sit at or below the combined base formula value of ~$21,259,606 (business assets only).

Entity 3 is the platform anchor and its seller has demonstrated explicit, public, multi-platform flexibility on price, terms, and timing; the buyer should lead with a disciplined opening offer of $13,750,000 with earn-out protection on the unverified SDE, and target a close at $14,000,000–$14,500,000. Entity 1 is the most fully documented and least capital-intensive entity, clears DSCR at all scenarios under the seller-proposed structure, and should be pursued concurrently. Entity 2 is the conditionally green-lit anchor risk — it cannot be committed until three-year tax returns and bank statements confirm the $400,000 SDE, that the 2023 decline did not permanently impair earning power, and that the $1,800,000 ask is renegotiated toward the $1,400,000 base formula value.

The three explicit cure conditions are: (a) tax-return-and-bank-statement verification of Entity 2's SDE at or above $310,000 — walk away at the current ask if this cannot be confirmed within 30 days of NDA execution; (b) tax-return verification of Entity 3's SDE at or above $3,500,000 — if verified SDE falls below $3,000,000 the $14,000,000 price must be renegotiated further or the transaction does not close; and (c) confirmation that the SBA affiliation rule permits simultaneous or properly sequenced SBA financing for Entities 1 and 2. Each condition is within the sellers' control to document, and each is high-probability of resolution — proceed into NDAs and full due diligence on all three entities immediately, with these three conditions named as explicit closing contingencies in every LOI executed.

11. Signature

Underwritten by Apex Global Business Partners, LLC
Monroe, WA | deals@apexglobalbusinesspartners.com

12. Disclaimer

This underwriting opinion is provided for informational purposes only and constitutes the analytical opinion of Apex Global Business Partners, LLC based on seller-represented data, publicly available information, and the underwriting methodology and standards of Apex Global Business Partners, LLC. It does not constitute a guarantee of financing, a commitment to lend, a legal opinion, a securities offering, investment advice, or a representation that any transaction described herein will close on the terms modeled. All revenue, SDE, EBITDA, and financial figures are seller-stated unless explicitly noted as independently verified; no independent audit, tax-return review, or financial verification has been performed by Apex Global Business Partners, LLC in connection with this report. All interest rates, debt-service calculations, and financing structures are illustrative only — confirm all rates, terms, and lender requirements directly with your lender before executing any commitment. DSCR figures are modeled on unverified seller-stated income and do not represent a lender's credit determination. The buyer is strongly advised to engage independent legal counsel, a licensed CPA or accounting firm, a qualified business broker or M&A advisor, and appropriate licensed professionals in all relevant jurisdictions before executing any letter of intent, purchase agreement, or financing commitment. Apex Global Business Partners, LLC does not represent any seller, broker, or lender described in this report. Past performance of any entity described herein is not a guarantee of future results.