Structured Exit Capital for the Small Business Market
We exist to solve a specific execution problem—the lower middle market doesn’t have enough buyers with both the capital and the ability to run the business. That gap suppresses valuations and prevents otherwise viable transactions from closing. Our platform addresses it directly.
80%
of businesses brought to market do not close
2-3x
typical cash flow multiple in small business transactions
50%
of the U.S. workforce is employed by small businesses
90%
of an owner’s net worth is tied to the business
OUR STORY
We founded this firm after observing fundamentally sound small businesses repeatedly fail to transact, despite strong underlying performance.
These businesses consistently showed the characteristics that should attract serious interest: stable operations, defensible customer bases, and reliable EBITDA. Many, however, were owner-operated—a structure typical of the lower middle market—where the business depends on a single principal rather than a layered management team. The knowledge, relationships, and day-to-day decisions that sustain performance sit with the owner.
This is not a weakness; it is a defining characteristic of the asset class. However, it creates a critical requirement in buyer qualification: capital alone is not enough. The buyer must be able to step into the owner-operator role at close. Without that, the earnings profile underwriting the transaction will not hold. This further limits an already narrow buyer pool.
What the market revealed was not a lack of interest, but a lack of infrastructure. There was no reliable way to identify, qualify, and fund buyers at the same time—and no consistent process to execute once the right buyer was found.
The businesses did not underperform. The transaction process did. The market lacked a way to match capable operators with the capital needed to complete transactions at values supported by actual earnings.
“The issue was not valuation disagreement—it was structural. The market lacked a reliable way to capitalize a capable acquirer, and without that, even well-positioned assets cannot transact at prices that reflect their fundamentals.”
The conclusion was straightforward. This was not an isolated outcome, but a systemic gap. Across the lower middle market, profitable, well-run businesses routinely fail to transact—not because buyers aren’t interested, but because the capital and operational infrastructure needed to turn that interest into closed transactions is missing.
THE PROBLEM
The lower middle market has a structural liquidity problem.
The core issue is a persistent gap between operational capability and access to capital. In owner-operated businesses, this is compounded by limited management depth, which removes an entire group of otherwise capable buyers.
In a typical lower middle market business, the owner is the management team. Customer relationships, operational decisions, vendor terms, and institutional knowledge are concentrated in a single person.
When that person exits, the infrastructure that produced the cash flow being underwritten exits with them. As a result, passive or semi-passive capital does not work well in this asset class—it is not just suboptimal, it is often incompatible.
A buyer who cannot step into the owner-operator role is not a viable acquirer, regardless of how much capital they have. This makes the true buyer pool much smaller than it initially appears.
Deal Mortality at the Capital Stage
Financing often fails late in diligence. Bids are retraded. Transactions that appear executable fall apart—consuming management time, exposing the business, and forcing a restart with a smaller buyer pool.
Leader Concentration Reduces Valuation
Buyers apply discounts to reflect the risk that earnings won’t carry over after a change in ownership. These discounts are often driven by buyer limitations—not the quality of the business—and can be addressed with the right structure.
Capitalized Buyers, No Operational Mandate
In owner-operated businesses, there is no management team for a passive buyer to rely on. Capital without the ability to operate the business does not work in this segment—it often leads to performance issues after close.
Qualified Operators, Insufficient Capital
The buyers best suited to step into the owner-operator role—and sustain performance after close—often don’t have the capital to complete an acquisition at a price supported by the business’s cash flow.
OUR SOLUTION
Our platform is designed for owner-operated businesses where the buyer must step into the owner’s role at close.
The mechanism is seller-financed acquisition lending. We structure loans that allow qualified operators to complete transactions they otherwise couldn’t fund.
Critically, our buyer qualification process evaluates not just financial capacity, but operational readiness—the buyer’s ability to step into the knowledge, relationships, and management responsibilities that, in owner-operated businesses, sit with the seller. This helps ensure the cash flow supporting the transaction continues after close.
For the seller, this expands the buyer pool, reduces execution risk, and supports valuations aligned with actual cash flow—rather than discounts driven by key-person dependency or deal failure.
This is not an advisory or brokerage service. We provide full transaction infrastructure—underwriting, capital structuring, legal documentation, and post-close loan administration—delivered by experienced professionals. The process is repeatable, the terms are clear, and outcomes are structured rather than left to chance.
Qualified Operators
Institutional Infrastructure
Service & Oversight
Buyer Underwriting & Qualification
Every prospective buyer is evaluated against clear operational and financial criteria—including their ability to step into the owner’s role at close. Capital alone is not sufficient.
Seller-Financed Loan Structuring
We design capital structures that bridge the buyer’s funding gap, define exit terms clearly, and reduce reliance on traditional financing contingencies—the primary cause of deal failure in this segment.
Post-Close Loan Administration
Active administration infrastructure manages the loan through its full term—maintaining payment performance, enforcing covenants, and preserving value beyond closing.
Legal & Compliance Architecture
Each transaction is structured within a defined legal framework—bringing clarity, certainty, and enforceability to a market often characterized by ambiguity.
Structured Asset Pooling
Loans are structured to institutional pooling standards, allowing qualifying notes to be combined into scalable portfolios—expanding access to capital and supporting valuations aligned with underlying business fundamentals.
Superior Go-To-Market Execution
A strong business at exit requires disciplined execution. We provide the infrastructure and process needed to achieve outcomes that reflect underlying fundamentals.
THE FUTURE
Over the next decade, a large portion of small business ownership will transition. The market will require more than buyers and sellers—it will require infrastructure.
We see a shift toward structured, repeatable transactions where operationally qualified buyers can access capital and step into ownership with confidence. As this model scales, the gap between business performance and exit outcomes will begin to close.
Our objective is to help define that shift. By building the systems and standards that support these transactions, we aim to expand the buyer pool, increase deal completion rates, and move valuations closer to what businesses actually earn.
The result is a stronger, more efficient market—where business owners are rewarded for what they have built, and more transactions convert into successful, closed outcomes.
Purpose-Built Leadership
The Phoenix Capital Solutions Team
Our team brings together deep experience across underwriting, operations, and servicing—building the structure, discipline, and oversight required to support successful business transitions.
Gregory A. Rooney, CPA
Michael Schumacher
Jeff Crabb
Senior Executive Director
Executive Director — Channel Partners
Executive Director — Underwriting
Marty Montes, CPA
Senior Financial Analyst
Jeremiah Faber
Operations, Recruiting & Information Systems Lead
Curtis Martineau, CPA
Executive Lead — Loan Administration
Colleen Faber
Executive Director – Accounting & Financial Operations
John Bowman
Underwriter
Anthony Johnson
Vendor Relations & Reporting Lead
Jennifer Ellen
Business Broker Liaison
Julie Van Hoek
Business Broker Liaison
Alan Delhumeau
Market, Credit & Business Analyst
Amabelle Mascardo, Esq.
Legal Analyst
Ross McBride
Closing and Transaction Coordinator
Katrina Kucirek
Business Broker Liaison
Michael Bahner, Esq.
Collateral Compliance & Workout Specialist
Lamar D. Moore, Esq., M.B.A.
Collateral Compliance & Workout Specialist
Alec Fontaine
Senior Loan Administrator / Portfolio Manager
Thomas Ravert, CFP
Senior Loan Administrator / Portfolio Manager
Grace McCoy
Quality Assurance & Audit Analyst
Ronel Olver
Reporting & Accounting Specialist