ACQUISITION & CAPITAL READINESS

Before you buy the company, know if the deal can be financed.

DISCUSS A TRANSACTION

Before you buy, refinance, or restructure — know if the capital stack actually works.

Rock Clover helps founders, operators, independent sponsors, and lower-middle-market companies determine whether an acquisition, refinancing, restructuring, or turnaround can support the capital required to move forward.

We underwrite the business, evaluate the collateral and cash flow, pressure-test the debt capacity, identify lender risks, and structure the capital stack before the opportunity is taken to private credit, ABL, equipment finance, or other capital partners

  • Rock Clover underwrites the acquisition target, pressure-tests the capital structure, and determines the most financeable path forward.

    We evaluate the business like an operator and structure the transaction like a capital partner.

    Our work is designed to answer three questions:

    1. Can this acquisition actually be financed?

    2. What capital stack gives the buyer the best chance to close?

    3. What needs to be fixed, restructured, or de-risked before lenders see the deal?

  • This service is built for:

    • Independent sponsors pursuing lower-middle-market acquisitions

    • Operators buying competitors, suppliers, customers, or add-on businesses

    • Founders looking to acquire a business but unsure how to finance it

    • Searchers and acquisition entrepreneurs evaluating targets

    • Family offices and HNW investors reviewing operating companies

    • Business owners pursuing strategic roll-ups

    • Lenders or capital partners reviewing messy but potentially financeable opportunities

  • Most buyers look at purchase price and EBITDA.

    Lenders look at collateral, cash flow, working capital, repayment risk, and downside protection.

    Rock Clover bridges that gap.

    We help determine whether the proposed acquisition can support senior debt, ABL, equipment finance, inventory revolvers, seller financing, earnouts, mezzanine debt, private credit, or a hybrid capital structure.

    If the deal is not financeable as presented, we identify why — and how it may need to be restructured.

  • Rock Clover reviews the target and transaction across the areas lenders actually care about:

    • Purchase price vs. sustainable cash flow

    • EBITDA quality and add-back credibility

    • Working capital needs at close

    • A/R, inventory, equipment, and collateral support

    • Debt capacity and repayment ability

    • Buyer equity requirement

    • Seller note and earnout potential

    • Asset-based lending availability

    • Equipment financing availability

    • Inventory revolver or borrowing-base potential

    • Customer concentration and revenue quality

    • Gross margin and cash conversion

    • Existing debt or lien issues

    • Capex requirements

    • Management depth and operating risk

    • Post-close integration risk

    • Turnaround or restructuring requirements

    • Likely lender concerns

    • Required diligence before lender submission

  • Every acquisition is different. Rock Clover helps design the structure around the actual business, not a generic financing template.

    Potential structures may include:

    • Senior secured acquisition debt

    • Asset-based lending facilities

    • A/R revolvers

    • Inventory revolvers

    • Equipment finance

    • Working-capital facilities

    • Seller notes

    • Earnouts

    • Mezzanine or private credit

    • Sale-leasebacks

    • Bridge financing

    • Multi-lender structures

    • Sponsor equity and co-investment support

    • Post-close refinancing or recapitalization plans

  • Depending on the engagement scope, Rock Clover can provide:

    • Acquisition financeability assessment

    • Capital stack recommendation

    • Debt capacity view

    • Sources and uses review

    • Lender risk assessment

    • Collateral and borrowing-base review

    • Working-capital analysis

    • Red flag memo

    • Required diligence checklist

    • Suggested lender strategy

    • Go / no-go financing opinion

    • Lender-ready transaction package

    • Capital provider introductions

    • Post-close fractional COO/CFO support plan

  • A deal can be attractive and still be unfinanceable.

    A business can have real value and still fail lender review because the story is incomplete, the capital stack is wrong, working capital is misunderstood, collateral is not properly presented, or post-close execution risk is too high.

    Rock Clover helps separate perceived lender risk from actual deal risk.

    We do not force bad deals through the market. We help real businesses with complex stories become underwritable.

  • In select transactions, Rock Clover can remain involved after closing through a fractional COO/CFO or post-close governance role.

    This may include:

    • Cash flow forecasting

    • Borrowing-base discipline

    • Lender reporting

    • Working-capital controls

    • KPI dashboards

    • Integration support

    • Margin improvement

    • Operational cleanup

    • Collateral monitoring

    • Debt compliance support

    • Refinancing readiness

    This gives lenders and capital partners greater confidence that the business will be managed with discipline after funds are deployed.

  • Rock Clover is built for acquisition opportunities that are too operational for traditional bankers, too complex for basic brokers, and too small or transitional for large institutional advisory firms.

    We are most effective when there is a real business, real collateral, real cash flow, real assets, or real upside — but the deal needs the right structure to become financeable.