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Private · Co-Investor Materials · 2026

One acquisition. SBA-financed.
Co-investor equity available.

Kholin Capital is acquiring a single Georgia commercial services company. This document is for accredited investors considering a co-investment position alongside Greg's personal capital.

$100K
Minimum check
$350K
Total equity raise
8% pref
Preferred return
6–8 yr
Target hold period

Confidential. Not an offer to sell securities. For accredited investors only. · Use ← → to navigate.

The Ask

Here's exactly what you're being offered.

Minimum investment $100,000
Total co-investor equity raise $350,000
Target number of co-investors 2 – 3
Co-investor equity share 70% of equity pool
Greg's personal investment $150,000 (30%)
Greg's personal guarantee Yes — SBA PG
Co-investor personal guarantee No
Return structure 8% preferred return, then 70/30 upside split
Target hold period 6 – 8 years
What co-investors get
  • 8% cumulative preferred return on invested capital, paid before Greg participates in upside
  • 70% of remaining proceeds above preferred and capital return
  • No SBA personal guarantee liability
  • Annual P&L updates and quarterly ops briefs
  • Exit driven by Greg; co-investors vote on any offer below 3× MOIC
What Greg gets
  • CEO salary from the acquired business ($250K Year 1, growing to $275–300K by Year 3)
  • 30% of equity pool + 30% of proceeds above preferred — carry earned through execution
  • Full operational control; co-investors hold passive equity positions
Capital Structure

SBA at its maximum. Equity is 8% of a $6.25M asset.

SBA 7(a) — 80%
Seller Note — 12%
Equity — 8%
← Debt (non-recourse to co-investors) ← Your money
Enterprise value (reference deal) $6.25M
SBA 7(a) — senior debt (80%) $5.00M
Seller note — subordinated (12%) $750K
Total equity required $500K
Greg's equity contribution $150K (30%)
Co-investor equity $350K (70%)
SBA 7(a) terms
  • ~7.5% fixed, 10-year amortization
  • Monthly payment: ~$59K (~$712K/yr)
  • $5M is the SBA 7(a) program cap — sized to avoid a second lender and second personal guarantee
  • Personal guarantee: Greg only. Co-investors have zero SBA liability.
Seller note terms
  • 5–6% interest, interest-only years 1–2
  • Amortizes years 3–7 ($150K/yr principal)
  • Fully retired by close of Year 7 — zero debt at exit
Year 1 debt service coverage
1.75×
DSCR on reference deal. SBA minimum: 1.25×. Year 1 is the tightest year — improves as EBITDA grows and seller note converts from IO to principal paydown.
What We're Buying

Commercial recurring-revenue services. Five verticals. One exit opportunity.

Target profile
Enterprise value $6.0 – 6.5M
EBITDA at entry $1.2 – 1.3M
Entry multiple 4.8 – 5.0× EBITDA
Revenue type >50% recurring contracts
Owner profile Founder-operator, 55+, no successor
Geography Atlanta MSA + 90-min radius
Five target verticals
🔥 Fire protection & life safety Primary
❄️ Commercial HVAC service Primary
🔧 Commercial plumbing Secondary
⚡ Commercial electrical (service/maintenance) Secondary
🚪 Industrial dock & door Secondary
Why these verticals
  • Legally mandated recurring revenue. Annual inspections, service contracts, and compliance cycles are required by law — customers can't cancel. This is not discretionary spending.
  • Fragmented, aging ownership. Founder-operators in their 60s and 70s, no succession plan, no PE interest at this size. The demographic window is the opportunity.
  • Untouched margin. Manual scheduling, paper invoicing, no pricing discipline. 15–25% EBITDA margin improvement available on Day 1 through operational basics.
  • PE is moving up-market. Platforms like Pye-Barker and Eagle Fire target $15M+ revenue. Sub-$10M companies are still trading at 4–5× with motivated sellers.
What we are NOT buying
  • New construction — project-based revenue, weather/permit dependent, no recurring base
  • PE-backed platforms — they pay 7–8× and have cheaper capital. We compete off-market.
  • Residential-only — lower margins, higher churn, more price sensitivity
  • Companies with >30% customer concentration — key-man risk, no structural moat
Why The Math Works

You're putting in $350K to control a $6.25M asset generating $1.25M of EBITDA.

The core mechanic

Co-investors put in $350K of equity to participate in a $6.25M asset. The SBA provides 80% of the purchase price — $5M — at a fixed rate. Year 1 debt service is ~$753K, leaving ~$500K+ of free cash flow from a $1.25M EBITDA business. That cash flow covers operations, reserves, and grows the business while the SBA balance amortizes.

By Year 7, the seller note is fully retired and the SBA balance has dropped from $5.0M to ~$1.9M. That $3.1M of debt reduction flows entirely to equity holders at exit.

The operational edge
  • AI systems deployed Day 1. Scheduling, dispatch, invoicing, pricing, compliance tracking. Built before the acquisition closes.
  • McKinsey operations playbook. Greg ran industrial operations turnarounds for 5+ years. These businesses have the same inefficiencies he fixed at scale.
  • Target: +15–25% EBITDA margin improvement within 90 days of close — pricing, technician utilization, collections.
Year-by-year equity build (10yr SBA amortization)
Entry — total equity invested $500K
Year 1 — SBA principal paydown (est.) +$337K
Year 2 +$362K
Year 3 +$390K
Year 5 SBA balance ~$2.96M (down from $5.0M)
Year 7 SBA balance ~$1.91M (down from $5.0M)
Year 7 seller note balance $0 — fully retired

10yr amortization means faster principal paydown vs. longer-amortization structures. The tradeoff is tighter Year 1-2 cash flow — mitigated by deal quality standards and a 1.75× DSCR floor at entry. Upside from EBITDA growth and multiple expansion compounds on top of debt paydown.

Operational Approach — The Third Return Driver

Most ETA buyers digitize the business in Year 1.
Greg's plan is to enter with the stack already designed.

Planned systems — designed pre-close

The operating plan calls for custom AI tooling to be designed and tested during the diligence and LOI period. Most owner-operated service businesses run on spreadsheets and phone calls. The opportunity to layer modern systems on top of a stable contract base is the operational thesis.

SCHEDULING
Optimized dispatch routing — reduce idle time, increase billable hours per tech
PRICING
Systematic pricing review — legacy service companies often leave margin on the table
INVOICING
Automated billing and collections follow-up — reduce days-sales-outstanding
COMPLIANCE
Permit tracking, inspection scheduling, certification renewals — systematized, not manual
Illustrative deployment sequence
D30
Scheduling + dispatch
Routing and technician utilization improvements — highest near-term leverage point.
D60
Pricing review + invoicing
Systematic rate card review and collections cycle improvement — P&L impact begins to show.
D90
Compliance + reporting
Tracking and forecasting systematized. Management layer can operate independently.
Why this matters at exit

Each dollar of EBITDA improvement compounds through the hold and is worth a multiple at sale. The operational improvement opportunity in legacy service businesses — pricing, utilization, collections — is well-documented. The plan is to capture it systematically rather than opportunistically.

Illustrative only. Actual operational improvements will depend on the specific target business and execution. No specific EBITDA improvement is guaranteed or predicted.

Return Scenarios — Illustrative

Illustrative co-investor returns.

Waterfall: return of capital → 8% cumulative preferred → 70% co-investors / 30% Greg on remainder.

Scenario Hold Exit Multiple Exit EV Per $175K Check MOIC IRR
DownsideFlat EBITDA, 4× exit 7 yr 4.0× $5.0M ~$681K 3.9× ~22%
Conservative6% growth, 5× exit 7 yr 5.0× $9.4M ~$2.66M 15.2× ~48%
Target ★6% growth, 6× exit 7 yr 6.0× $11.3M ~$3.32M 19.0× ~52%
Upside6% growth, 7× exit 7 yr 7.0× $13.2M ~$3.97M 22.7× ~57%
Early exit6% growth, 5× exit 5 yr 5.0× $8.4M ~$1.81M 10.4× ~60%
Assumptions
  • Reference deal: $1.25M EBITDA × 5.0× = $6.25M EV
  • 6% annual EBITDA growth (Year 7 EBITDA ~$1.9M)
  • SBA balance: ~$2.96M at Year 5, ~$1.91M at Year 7
  • Seller note fully retired by Year 7
  • Waterfall: return of capital ($500K) → 8% cumulative preferred on $350K → 70% co-investors / 30% Greg on remainder
  • $175K check = 50% of $350K co-investor pool (2 investors at $175K each)
Context
  • S&P 500 historical: ~10% IRR
  • Top quartile VC: ~25–30% IRR
  • Lower middle market PE: ~20–25% IRR
  • Downside here (~22%) still exceeds PE median — preferred return and 1.75× DSCR provide meaningful floor
  • Target case (~52% IRR, 19× MOIC) driven by SBA leverage + EBITDA growth + multiple expansion at exit

Pre-tax returns. IRR assumes exit proceeds received at end of hold period. These are illustrative projections based on modeled assumptions — not a guarantee or prediction of returns. Actual results will vary materially. Consult your advisors before committing capital.

Reference Deal

Illustrative: Georgia fire protection company, $1.25M EBITDA.

Business profile
Sector Fire protection (inspection + install)
Founded Est. 1968–1980 (45–57 yrs old)
Revenue (TTM) $5.0 – 6.0M
EBITDA $1.25M (~22% margin)
Revenue type >60% recurring inspection contracts
Reason for sale Owner retirement, no successor
Deal structure
Underwritten EV (5.0× EBITDA) $6.25M
SBA 7(a) loan (max) $5.00M @ ~7.5%, 10yr
Seller note $750K @ 5–6%, IO yrs 1–2
Equity required $500K total
Debt service coverage — Year 1
1.75×
DSCR
EBITDA yr 1 (3% growth) $1.288M
SBA payments (10yr amort) $712K
Seller note IO $41K
Total debt service $753K
Excess cash flow yr 1 +$535K
Target year 7 exit (6× EBITDA)
EBITDA yr 7 (6%/yr growth) ~$1.88M
Exit EV (6×) ~$11.3M
SBA balance remaining −$1.91M
Seller note remaining $0 — fully retired
Total equity proceeds ~$9.4M
Waterfall: capital ($500K) → preferred ($250K) → 70/30 split
Co-investors: ~$6.62M on $350K → ~19× MOIC
Greg: ~$2.58M on $150K + ~$2M cumulative salary
Active Pipeline

Five verticals. 200+ targets in the 90-minute radius. Off-market is the strategy.

Fire Protection & Life Safety
Metro Atlanta + 90-min radius · NFPA/state-licensed inspection companies · 18 CRITICAL-tier targets identified · Actively sourcing off-market
Primary 50+ targets
Commercial HVAC Service & Maintenance
Alpharetta, Marietta, Savannah corridors · Commercial/industrial only · Service contract base · Top target: JS Thomas Service (1973, Alpharetta)
Primary 50+ targets
Commercial Plumbing
Metro Atlanta · Commercial/industrial service contracts · Less PE competition than HVAC · Aging ownership base · Pipeline build in progress
Secondary 40+ targets
Commercial Electrical (Service & Maintenance)
Metro Atlanta · Service/maintenance only — no new construction · Inspection and compliance contracts · Regulation-driven recurring base
Secondary 40+ targets
Industrial Dock & Door
Atlanta metro industrial corridors · Recurring maintenance contracts · Overlooked by most ETA searchers · Niche moat, strong retention
Secondary 30+ targets
Why off-market sourcing

PE-backed platforms (Pye-Barker, Eagle Fire, Impact Fire, Summit Fire) are actively consolidating Atlanta-area trades services and will outbid on any broker-listed deal. The only path to a fair price is direct, proprietary outreach to owners before they list. Letters, industry association relationships, and broker introductions all feed this pipeline.

Timeline impact

Expanding from fire protection only to five verticals reduces expected time-to-close from 18–30 months to 12–18 months. Every six months saved is six months earlier that Greg is running a business on his terms — not billing hours at McKinsey.

Risk Factors

The honest version.

⚠
Year 1–2 cash flow tightness
10-year SBA amortization creates a DSCR of 1.75× in Year 1. A material revenue decline in Year 1 creates covenant risk. Mitigant: 1.75× is well above the 1.25× SBA minimum. Deal entry screen requires >50% recurring revenue and <20% customer concentration. EBITDA must withstand a 30% revenue drop before covenant breach.
⚠
Personal guarantee exposure
Greg carries a personal guarantee on the $5M SBA loan. In a P10 failure scenario, exposure is estimated at $850K–$1.2M after asset liquidation and SBA settlement. Mitigant: Sizing to the SBA $5M cap means a single PG — not a pari passu structure with a second lender and second guarantee. Single PG is materially less exposure than dual-lender structures at this deal size.
⚠
Deal sourcing competition
PE platforms will outbid on any listed deal. Proprietary off-market sourcing is not optional — it is the strategy. Mitigant: Direct mail, industry association relationships, and broker referrals all feed a proprietary pipeline. Greg's operator profile (McKinsey, not PE) is a differentiated appeal to legacy-focused sellers.
⚠
Single-asset concentration
One business. No diversification. If it fails, equity is at risk. Mitigant: SBA debt is non-recourse to co-investors. Greg's $150K equity and SBA personal guarantee absorb first loss. The 8% preferred return means co-investors earn a protected return in moderate downside scenarios before equity loss occurs.
⚠
Exit timing and valuation
Exit multiples may compress. A 4× vs. 6× exit is the difference between conservative and target cases. Mitigant: Industrial services multiples have held 4–7× through recent cycles. Recurring revenue base supports valuation floor. Downside scenario at 4× flat EBITDA still returns ~22% IRR to co-investors via preferred structure.

This is not an exhaustive risk disclosure. Co-investors should conduct their own due diligence and consult legal and financial advisors before investing. All projections are illustrative.

About Greg

The operator matters more than the deal in a search fund acquisition.

Background
  • McKinsey & Company, Engagement Manager — 5+ years. Industrial operations focus. Delivered operational turnarounds for manufacturing, logistics, and field services clients.
  • Wharton MBA. Finance and operations.
  • Full-time on Kholin Capital. Not a side project. The acquisition is the job.
Why this is the right move now
  • Industrial ops experience is directly applicable — these businesses underperform on scheduling, routing, technician utilization, and pricing. That's where value is created post-close.
  • Atlanta-based. Personal relationships with brokers and local business owners.
  • AI operations team built before the acquisition — deployed Day 1, not after.
  • Disciplined on entry price — happy to walk from a deal at the wrong multiple.
Greg's skin in the game
Personal equity investment $150,000
SBA personal guarantee Yes — full recourse on $5M
Management fees charged to investors None
Greg salary from operations (Year 1) $250K (market rate CEO)
Greg carry above preferred return 30% of proceeds above pref
The alignment point

Greg signed the SBA personal guarantee. If the business fails, Greg's personal balance sheet takes the hit before co-investors lose anything. The preferred return structure means co-investors earn 8% per year before Greg sees a dollar of upside. There is no structure where Greg wins while co-investors lose.

Process

How to participate. Timeline and mechanics.

Steps to invest
1
Reach out. Email greg@kholincapital.com to express interest. Conversation first — no commitment required.
2
Sign NDA + review materials. Full financial model, deal thesis, waterfall mechanics, and diligence package shared under NDA.
3
Soft circle your check size. Co-investor pool is capped at $350K across 2–3 investors — first committed, first in.
4
LOI accepted → 2-week decision window. Once Kholin Capital's LOI is accepted on a deal, co-investors have two weeks to confirm and wire. SBA requires equity at close.
5
Close and hold. Wire at closing. Operating agreement executed. Annual P&L reports, quarterly ops briefs. 6–8 year hold toward a strategic or PE exit.
Important logistics
  • Accredited investors only. SEC standard: net worth >$1M ex-primary residence, or income >$200K ($300K joint).
  • Capital must be available at close. 60–90 days from LOI to close. Wire happens at closing, not at soft circle.
  • Illiquid 6–8 years. No secondary market, no redemption rights. Do not invest capital you may need.
  • $100K minimum. Hard floor. Round capped at $350K across 2–3 investors.
Ongoing reporting
  • Quarterly operations brief (revenue, technician utilization, contract count, EBITDA)
  • Annual audited P&L
  • Immediate notification of any material event (debt covenant, key staff departure, M&A inquiry)
  • Exit: co-investors vote on any offer below 3× MOIC
Ready to talk

The round is small. The window is short. First conversations win.

Email Greg directly. No pitch deck required on your end — a one-line expression of interest is enough to start the conversation.

greg@kholincapital.com
$100K
Minimum check
$350K
Total round
8% pref
Preferred return
~22–52%
Illustrative IRR range

This presentation is for informational purposes only and does not constitute an offer to sell or solicitation to buy any security. All return projections are illustrative and not a guarantee of future results. For accredited investors only. Consult your legal and financial advisors before committing capital.