Statement of intent · Issue 02 · § 01 · Folio 01
One company.Bought once,
held for the long term.
Meridian is a two-partner search fund. We are looking for a single lower-middle-market business in B2B services, light manufacturing or value-added distribution — and then we operate it ourselves.
Read the document- Earnings
- $2M – $8M EBITDA
- Revenue
- $6M – $40M
- Searching
- Since March 2024
Plate I — Works, built 1911, still in use
§ 02
Why one company, and not a portfolio.
businesses read since March 2024. Eleven are open files today, four have reached a letter of intent, and one of them will be bought.
A fund is obliged to deploy. That obligation is invisible in the pitch and decisive in the outcome: capital that must be placed will eventually be placed in something merely acceptable. Meridian raised against a single acquisition, from investors who agreed in writing that we may return their money unspent.
The second consequence is operational. Two of us will run what we buy — Alicia as chief executive, Marcus as chief financial officer — from the company's own offices rather than from Chicago. There is no operating partner who arrives after close, because there is no one else to arrive.
We are candid about what this model is not good at. We cannot pay the price a strategic buyer pays for a synergy we do not have. We will not win an auction on speed, and we have lost two that way. What we can offer is that the plan we describe at the first meeting is the plan we are still being measured against in year ten, assuming we get that far.
§ 03
Acquisition criteria.
Published so an owner or an intermediary can disqualify us in two minutes. Businesses outside these parameters are declined the same week, with the line that decided it.
- Earnings
- $2M – $8M of adjusted EBITDA, with margins that have held through at least one downturn. We underwrite the trough year.
- Revenue
- $6M – $40M, with no customer above 20% of the top line unless the relationship is contracted and has survived a change of buyer on their side.
- Sector
- B2B services, light manufacturing, value-added distribution. Not retail, not restaurants, not construction contracting, and nothing whose revenue is a function of a commodity price.
- Geography
- The continental United States. We relocate to the business, so we have no preference beyond a reachable airport and a reason for the company to be where it is.
- Ownership
- A control position, 80% or more. We will hold a minority stake alongside a departing owner who wants one, but not a board seat without control.
- Succession
- An owner ready to step back within 12 months. The most common reason we decline a good business is that the person running it is not actually leaving.
- Disqualifiers
- Turnarounds, pre-revenue businesses, franchise concepts, anything requiring a licence neither of us can hold, and any company whose earnings depend on the founder's personal relationships.
Ranges are a screen rather than a rule. Two of the four businesses that reached a letter of intent sat outside one line of this table, and one of those is still open.
Plate II — Manufacturing hall, third shiftVisited February 2026. Declined: two customers were 61% of revenue.Folio 04
§ 05
Terms we are prepared to offer.
Most buyers make you work through diligence to learn their structure. Ours is set out here so you can take it to your accountant before you take our call.
- Cash at close
- Funded by committed equity and a senior facility arranged before we sign. No financing contingency at signing.
- 70–85%of enterprise value
- Seller note
- Three to five years at a market coupon, subordinated, with defined cure rights. We do not use earn-outs tied to performance we control.
- 10–20%of enterprise value
- Rollover
- Optional. Several owners have wanted a continuing stake and several have wanted a clean break; neither is priced against you.
- 0–20%at your election
- Transition
- Paid, part-time, and defined in writing before close so that neither side discovers the expectation afterwards.
- 6–12months
- Employees
- No reductions in force, no pay changes and no title changes in the first year, written into the purchase agreement when an owner asks for it.
- 12months protected
- Timeline
- From signed letter of intent to close, assuming clean books. Our longest ran 164 days; our shortest, 81.
- 90–120days
Plate III — Production floor, second shiftEleven machines, four operators, and a maintenance log going back to 1998.Folio 06
§ 07
Against the alternatives.
Both of us came out of institutional finance, so this is written from the inside. Sometimes the fund is the right answer, and we have told two owners so.
Meridian
- The two people you negotiate with are the two people who run it afterwards.
- No investment committee and no deal team rotating off after close.
- We relocate. Decisions are made in your building, not reported to Chicago.
- No fund life, so no date by which the company must be sold again.
- One transaction, and therefore no track record to show you.
A lower-middle-market fund
- Deeper pockets, and a genuine advantage if your business needs capital fast.
- A defined hold period, written before you were introduced.
- Your finance function consolidated into a shared platform within two years.
- Pressure to acquire, because undeployed capital is a fee problem.
- Professional, well-resourced, and structurally unable to promise permanence.
§ 08
The two of us, and who backed it.
Plate IV Distribution yard, inventory at restPlate IV · § 08
Alicia VossChief executive after close
Eleven years in industrials: four on a sell-side desk, then seven
running financial planning for a two-plant gasket manufacturer in Racine through an
ownership change. Writes every first reply to an owner herself.
alicia@meridianap.example
Marcus ChenChief financial officer after close
Four years in lower-middle-market private equity, then two as
interim CFO inside two acquired manufacturers. He rebuilt the month-end close in both,
which took longer the second time.
marcus@meridianap.example
Committed investorsThree individuals, no fund
Eleanor Whitfield, who built and sold an industrial distributor; Paul Drummond, former chief executive of a $120M B2B services company; and Ingrid Larsen, who has backed eight search acquisitions. None of them sits on a committee and none has a veto over which business we choose.
§ 09
Schedule to closing.
Hung off elapsed days from the first call, using the time we have actually observed rather than the time we would like to quote.
Day 0
An introductory call
Forty-five minutes with both of us. You describe the business; we tell you honestly whether it fits, and if it does not, who we think does.
Nothing signedDay 9
Mutual confidentiality, then three years of statements
We sign your agreement or send ours. Nothing leaves the two of us and our accountant.
Your NDA, or oursDay 24
A visit, on an ordinary working day
We come to the site, meet whomever you are comfortable introducing us to, and watch the business actually operate.
One day, both partnersDay 45
A letter of intent on the terms in § 05
Price, structure, transition and employee commitments in four pages. If you decline, you owe nothing and we do not call again unless you ask.
Four pagesDay 120
Confirmatory diligence, and close
Quality of earnings, legal, insurance and benefits, at our cost. Then we move to where the company is.
Longest observed: 164 days§ 10
Enquiry.
If your business is inside § 03, or close enough that you are wondering, write to Alicia directly. A first note needs the industry, roughly the revenue, and whether you are thinking about this year or in five. Both of us read every message and one of us replies within a working day.
Intermediaries: we are happy to work through you and we do not go around you. Send the teaser and we will return a yes or a no within forty-eight hours, with the criterion that decided it.
- Telephone
- (312) 555–0172
- Post
- 216 W Ohio Street, Chicago, Illinois 60654