Premier Lower-Middle-Market Transaction Advisory

Helping Business Owners Launch, Grow, and Exit.

Cornerstone guides entrepreneurs through high-stakes business sales, certified valuations, and strategic exits. Blending hands-on entrepreneurial ownership with Certified Exit Planning (CExP™) and Business Certified Appraisals (BCA), we maintain an industry-leading 97% transaction closing success rate.

97%
Closing Success Rate
30+
Completed M&A Deals
SBA
Pre-Qualified Listings
5–12
Month Sales Lifecycle
Institutional Rigor

Upfront Deal Underwriting

Most business brokerage listings fail due to late-stage diligence surprises, unverified discretionary add-backs, or un-bankable asking prices. At Cornerstone, we resolve these vulnerabilities before entering the market.

  • Pre-Market Diligence: Tax reconciliation & normalized earnings models.
  • Lender Pre-Approval: SBA 7(a) financing structured in advance.
  • Virtual Data Room: Complete CBR documentation ready for qualified suitors.
  • Objective Valuation: Realistic Most Likely Sales Price (MLSP) targets.
The Cornerstone Advantage

Our Approach: Institutional Rigor Meets Entrepreneurial Empathy

Cornerstone operates as an embedded strategic advisory partner rather than a passive transactional broker. We protect confidentiality, defend deal value, and align personal and financial outcomes.

Why Does Upfront Underwriting Deliver a 97% Transaction Success Rate?

Traditional business brokerages suffer from a 70–80% transaction failure rate because listings enter the market without deep financial scrutiny. Cornerstone conducts comprehensive upfront due diligence—normalizing EBITDA against filed corporate tax returns, pre-qualifying acquisition debt with partner SBA lenders, and preparing auditable virtual data rooms before launching blind marketing. By eliminating financial ambiguity early, buyer and lender due diligence proceeds smoothly to close.

1. Normalized Financial Modeling

Every discretionary add-back, non-recurring expense, and owner perk is rigorously verified against IRS returns to prove defensible Adjusted EBITDA.

Learn about Quality of Earnings →

2. Lender Pre-Qualification

We partner with premier commercial and SBA 7(a) lenders to underwrite acquisition capacity prior to marketing, verifying that buyers can fund the transaction.

Explore Deal Financing →

3. Strict Confidentiality Protocols

No identifying information is ever disclosed without a fully executed Non-Disclosure Agreement (NDA) and thorough preliminary buyer qualification.

Review Our NDA Safeguards →
Comprehensive Practice Areas

Advisory Services Engineered for Every Stage of the Business Lifecycle

From strategic pre-sale value building to certified valuations and high-stakes M&A representation, Cornerstone delivers end-to-end guidance.

Business Brokerage & M&A

Sell-side advisory for lower-middle-market companies generating $1M to $25M in revenue. We orchestrate blind marketing campaigns, manage competitive LOI bidding, and oversee closing.

Brokerage Details →

Quality of Earnings (QoE)

Comprehensive historical earnings verification, working capital peg modeling, and customer concentration analysis. Crucial under new SBA SOP 50 10 8 mandates for $3M+ deals.

QoE Analysis Details →

Business Appraisals & Valuations

Objective valuation reports by Dallas Romanowski, BCA (Business Certified Appraiser). We deliver both USPAP-compliant Full Appraisals and agile Opinions of Value (OOV).

Valuation Tiers →

Strategic Exit Planning

Proprietary 6-component exit planning led by Chip Mayo, CExP™ (Certified Exit Planner). We calculate personal wealth gaps, de-risk operations, and build multi-year transition roadmaps.

Exit Planning Roadmap →

Executive Leadership Coaching

Organizational alignment, management succession preparation, and key employee retention structures that transform founder-dependent firms into autonomous, transferable assets.

Leadership Coaching →

Specialized Sector Practices

Dedicated M&A teams for Home Health & Senior Care, Software & SaaS, Media & Publishing, Professional Services, and Skilled Trade Sectors.

Explore Focus Industries →
Disciplined Execution

The 7-Step Sales Process: A Structured 5–12 Month Timeline

Selling a business is a high-stakes, multi-disciplinary transaction. Our proven 7-step process guides founders from confidential discovery to funded closing.

01

Introduction

Discovery meeting to evaluate personal objectives, financial expectations, timeline constraints, and mutual advisory fit.

02

Opinion of Value

Rigorous review of 3–5 years of balance sheets, P&Ls, and tax returns to model the Most Likely Sales Price (MLSP) and normalized EBITDA.

03

Alignment

Confirming owner willingness to proceed at supportable valuations, defining target buyer criteria, and establishing confidentiality guidelines.

04

Deal Preparation

Constructing the secure virtual data room, authoring the detailed Confidential Business Review (CBR), and drafting blind marketing teasers.

05

Selling & Vetting

Blind marketing to proprietary buyer databases, vetting candidate financial capability, executing NDAs, scoring suitors, and negotiating LOIs.

06

Due Diligence

Granting vetted buyer access to data rooms, tracking formal Q&A, updating TTM performance, and managing third-party lender underwriting.

07

Closing

Finalizing definitive asset/stock purchase agreements, coordinating escrow and lender financing packages, executing transition plans, and wire confirmation.

View Detailed Methodology & Milestones
Proven Case Studies

Representative Transactions & Value Transformations

Our track record spans complex private equity recaps, internal partner buyouts, and rapid venture-backed software acquisitions.

Live Broadcast & Staging M&A

Filmwerks International

Global leader in temporary broadcast power and staging for high-profile events (Super Bowl, US Open Tennis, PGA Championships, Presidential Debates). Co-founders Michael Satrazemis and Susan McLean sought to de-risk personal net worth.

Industry Sector Specialized Event Power / Staging
Advisory Role M&A Representation & Diligence
Transaction Outcome Majority Sale to Seaport Capital; Sunbelt Rentals Carveout

Cornerstone structured competitive negotiations with private equity suitors, closing a majority equity recapitalization while enabling founders to retain valuable rollover equity.

Shareholder Stock Buyout

Flores & Foley Roofing

Premier coastal roofing contractor operated for over 20 years by co-founders Peter Foley and Rene Flores. Peter Foley wished to retire, while Rene Flores sought to expand the enterprise.

Industry Sector Commercial & Residential Trade
Advisory Role Neutral Mediator & Valuation
Transaction Outcome 100% Internal Stock Buyout

Cornerstone established a mathematically sound company valuation, negotiated friendly buyout terms, and structured seller financing, protecting a 20-year friendship and company continuity.

SaaS ARR Expansion & Exit

WorkDove.com / Performance Culture

Innovative HR Technology performance management software application co-founded by Dallas Romanowski, built entirely on scalable low-code architecture.

Industry Sector HR Tech SaaS / Cloud Software
Advisory Role Growth Strategy & Institutional Exit
Transaction Outcome 5-Year Exit to PE/VC Fund

Rapidly accelerated recurring ARR metrics, orchestrated a multi-bidder auction process, and delivered substantial financial returns to founding investors within 5 years.

Operational Turnaround & Scaling

“Acme” Property Management

High-growth vacation rental company suffering from manual reservations, escalating HR compliance burdens, and disorganized cash-basis accounting.

Industry Sector Vacation Rental & Hospitality
Advisory Role Consulting & Value Enhancement
Transaction Outcome EBITDA Multiple Markup & De-risking

Implemented automated PMS software, transitioned HR to a PEO, and installed GAAP accrual accounting with real-time operational scorecards, positioning the company as a prime acquisition target.

Experienced Leadership

Founded by Entrepreneurs. Governed by Certified Experts.

Every Cornerstone advisor brings direct ownership and C-suite operating experience to your transaction.

Dallas Romanowski, Founder & Managing Partner

Dallas Romanowski

Founder & Managing Partner
BCA, ISBA | MBA (Emory) | BS (UNCW)

Serial founder, author, and Business Certified Appraiser. Advised on 30+ M&A transactions with prior corporate leadership at IBM and Accenture.

View Full Biography →
Chip Mayo, Managing Partner

Chip Mayo

Managing Partner
CExP™ (BEI) | MBA (Campbell) | BS (ECU)

Certified Exit Planner with over two decades guiding ownership transitions, executive portfolio strategy, and tech M&A roadmaps.

View Full Biography →
Brian Smith, Executive Coach & Partner

Brian Smith

Executive Coach & Partner
MBA & BS (Cornell University)

Former President & COO of Cole National ($1.1B retail enterprise) and co-founder of Life Equity ($1.0B in institutional capital from Berkshire Hathaway & JP Morgan).

View Full Biography →
Susan McLean, Senior Advisor

Susan McLean, MSA

Senior Advisor
MSA & MBA (UNCW) | BS (NC State)

Co-founder of Filmwerks International, leading financial due diligence through its equity sale to Seaport Capital and carveout to Sunbelt Rentals.

View Full Biography →
Meet Our Entire Advisory Team (8 Partners & Advisors)
Clear Answers

Frequently Asked Questions

Direct, honest guidance on transaction mechanics, valuation methodologies, and advisory fees.

In traditional business brokerage, listings are posted with unverified financials. When buyers and lenders conduct late-stage diligence, they discover discrepancies in cash flow, taxes, or customer concentration, resulting in deals falling apart. Cornerstone conducts complete financial reconciliation and lender pre-qualification before marketing, ensuring that the company brought to market will withstand exhaustive institutional scrutiny.

An Opinion of Value (OOV) is a cost-effective, advisor-prepared estimate designed for internal strategic planning, benchmarking, and establishing asking prices. A Full Business Appraisal is a formal, USPAP-compliant document signed by a certified appraiser (such as Dallas Romanowski, BCA), mandated for IRS tax filings, SBA acquisition financing, estate planning, and legal dispute resolution.

Under SBA SOP 50 10 8 and 8.1, effective October 1, 2026, Small Business Administration lenders financing acquisitions of $3.0M or higher are mandated to commission an independent QoE report. Sellers who complete pre-market QoE engagements eliminate surprises, establish clear working capital benchmarks, and prevent lender re-trading or cancellations.

We market all listings blindly—never naming your business, exact address, or identifying client relationships in public channels. Prospective buyers are thoroughly vetted for liquid capital and industry capability, and must execute a binding Non-Disclosure Agreement (NDA) before receiving our Confidential Business Review (CBR) or access to our encrypted data room.

Ideally, exit planning begins 3 to 5 years prior to your desired retirement or transition date. This provides sufficient runway to eliminate founder dependencies, convert erratic revenue into contractually recurring ARR, clean balance sheets, and build autonomous middle management that commands premium valuation multiples.

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Ready to Discover the True Value of Your Enterprise?

Whether you are preparing for a near-term acquisition or mapping out a 5-year exit plan, our Managing Partners are available for a strictly confidential consultation.