By Oliver Bogner – Co-Founder & Managing Partner, The Advisory Investment Bank
If you’re an essential service business owner—HVAC, plumbing, electrical, pest, landscaping, greens, irrigation, fire safety, elevator repair, restoration, accounting, or any other “keep-the-world
running” trade—you’re in the middle of one of the biggest financial shifts in American history.
Private equity has discovered your world.
And that’s exactly why we built The Advisory Investment Bank.
In this post, I want to walk you through three things:
- Who I am and why I founded The Advisory
- What’s really happening behind the scenes with private equity roll-ups in essential services
- How we run a formal, competitive sale process that can change your life
This isn’t theory. It’s the playbook my team and I use every day to defend Main Street.
Who I Am (And Why I Started The Advisory)
My name is Oliver Bogner, and I’m the Managing Partner at The Advisory Investment Bank, a lower-middle-market investment bank focused exclusively on essential services.
Before I ever sold a business for someone else, I sold my own—five times over 15 years.
I’ve been:
- An operator
- A founder
- A seller
I’ve sold companies to:
- Fortune 500s
- Strategic buyers
- Family offices
- Private equity firms
- Industry competitors
I’ve lived the anxiety of LOIs, the grind of due diligence, the excitement of closing day, and the “what now?” that comes after.
A Quick Snapshot of My Background
- I started in media, building a production company that sold content to major networks. We ultimately sold that business to our largest customer, Discovery Communications.
- Next, I built a venture-backed brand incubator, scaling it to $150M+ in annual revenue. We sold that platform to a family office and later sold several of our top brands to strategic Fortune 500 companies.
- More recently, I built a digital marketing agency from scratch to $20M+ in revenue and 100+ employees, serving brands like MaryRuth’s, Goli, CVS, Panda Express, Sprouts, Kohl’s, Belkin, and more. That business was acquired by a large digital marketing roll-up backed by a $9B private equity firm.
In that last sale, I hired top Wall Street investment banks to represent me.
I got to see what it looked like to have the best dealmakers in the world on my side—people who knew every buyer, every metric, every pressure point, every trap in a purchase agreement.
And at some point in that process, it hit me:
“Why does Wall Street get this level of sophistication… and Main Street doesn’t?”
That’s when the idea for The Advisory Investment Bank was born.
Our Mission: Defend Main Street
Earlier in my career, I spent years traveling to all 50 states producing shows and stories about real operators—HVAC techs, contractors, loggers, fishermen, truckers, farmers, owners who built something from nothing.
I fell in love with Main Street.
With the grit. The risk. The pride. The family names on the trucks.
And I also saw something else:
Main Street gets taken advantage of—especially when it’s time to sell.
Most owners only have two paths:
- Private equity–backed platforms calling directly, offering “fair market value” (which is almost never actually fair or market), or
- Generalist business brokers listing the business on public websites, often missing the strategic and private equity buyers who will actually pay up for essential-service assets.
Neither option is built to fully protect you.
So we built a third path.
The Advisory Investment Bank exists for one reason:
To defend Main Street business owners from being underpriced, out negotiated, and structurally disadvantaged when they sell.
What’s Really Happening: The Roll-Up Wave in Essential Services
Let’s pull back the curtain.
4,000 Private Equity Firms. $7 Trillion to Deploy.
In the U.S. alone there are roughly 4,000 private equity firms with more than $7 trillion of “dry powder” (capital they’ve raised and must invest).
Where does that money come from?
- Pension funds
- University endowments
- Non-profits and charities
- Insurance companies
- Sovereign funds
- Even your 401(k)
These investors expect strong, consistent returns. So private equity has to buy, grow, and sell companies—on a clock.
How They Get Paid: “2 and 20”
Most private equity firms make money using a simple model:
- 2% management fee on all assets under management (AUM)
- 20% of the profit they create (called “carried interest”)
So if a firm runs a $100M fund, they earn:
- $2M per year just for managing the money
- Plus 20% of the profits when they buy, grow, and sell companies
When they buy your business, it becomes part of those “assets under management.” They literally get paid just for owning it.
So they have to do deals. They’re not casually interested in your business—they’re structurally motivated to acquire it.
The Buy-and-Build Strategy: Platforms and Add-Ons
Essential services are the perfect playground for private equity:
- Recurring revenue
- Recession-resistant demand
- Fragmented operators
- Strong cash flow
- Hard to disrupt with software
So they’re running a strategy called buy and build, also known as platform building or roll-ups.
It works like this:
1. Step 1: Buy a “platform.”
- Usually a business doing $5M+ in EBITDA, with strong leadership, systems, and reputation.
- Example: An HVAC company doing $25M in revenue and $5M EBITDA.
- That platform might trade at 10x EBITDA → a $50M enterprise value.
2. Step 2: Bolt on smaller companies.
- They acquire multiple smaller businesses in the same or adjacent trades doing $1–2M EBITDA.
- They want to buy these cheaper—typically 5–7x EBITDA instead of 10x.
3. Step 3: Re-rate and scale.
- That $1M EBITDA add-on they bought for 6x = $6M?
- On their books, it now sits inside a platform valued at 10x, so that same $1M EBITDA is now worth $10M.
- On paper, they’ve made $4M in value just by owning you.
This is EBITDA arbitrage, and it’s the engine behind every roll-up in:
- HVAC
- Plumbing
- Electrical
- Pest
- Greens / irrigation / lawn / exterior
- Roofing
- Restoration
- Fire protection
- CPA firms and professional services
- And more
There are:
- ~90+ “greens” platforms
- ~70+ roofing platforms
- ~60+ restoration platforms
- ~48+ CPA platforms
All running the same play: buy low, roll up, re-rate high, sell again.
The question isn’t “Is this happening in my industry?”
It’s “Where is my business in this game—and who’s going to benefit most from it?”
Why Most Owners Leave Millions on the Table
Here’s the tough truth:
Without sophisticated representation, Main Street owners almost always sell for less than they should.
Common scenarios:
- A buyer calls you directly, throws out a “fair” number, and you have no idea that the market would have gone 20–40% higher.
- A generalist broker lists your business publicly with incomplete financial adjustments and no strategic buyer outreach.
- No one properly calculates adjusted EBITDA, so all your add-backs and one-time expenses never get monetized in the price.
- You never see competing offers. You talk to one buyer, and you’re negotiating against yourself.
That’s exactly what we’re here to change.
Building the CIM (Your “Deal Story”)
Next, our client services team—led by my partner Max Gibert and supported by top-tier analysts—builds your Confidential Information Memorandum (CIM).
This is a 10–30 page “book report” on your company that includes:
- Three years of financials
- Revenue and margin breakdowns
- Employee headcount and org structure
- Services and customer mix
- Your adjusted EBITDA and how we got there
- Your market, competition, and growth opportunities
You and I review it together until we’re both fully confident.
This is the first impression serious buyers will see—so we make it ironclad.
Taking You to Market
Because we live in these categories every day, we already know the buyer universe.
Example: In HVAC, there are 100+ active buyers—platforms, add-ons, strategics, family offices—who are proven closers.
We quietly go to that entire market with a teaser (no names or specifics at first), then collect NDAs from those who are serious.
From there:
- We send them your CIM
- We open a data room with detailed financial models and reports
- We answer early questions and gauge real interest
Indications of Interest (IOIs) & Competition
We then ask buyers to submit Indications of Interest (IOIs)—early, non-binding value ranges and structures.
This is where competition starts.
You might see:
- Buyer A: 5x adjusted EBITDA
- Buyer B: 7x
- Buyer C: 8x
We quickly rule out the lowball buyers and focus on the ones who are in the right range and willing to move.
The goal isn’t just one offer.
The goal is multiple serious buyers competing for your business.
Management Presentations
Next comes what I jokingly call the “dog and pony show”—but it’s critical.
We schedule a week of management presentations where you, as the owner, meet top buyers via video or in person.
My job is to coach you on:
- What to highlight
- What not to say
- How to position the future upside
- How to answer tough questions confidently
I personally attend these meetings with you. Every single one.
You’re not doing this alone.
Letters of Intent (LOIs)
After those meetings, we ask buyers to put their real offers on the table in the form of Letters of Intent (LOIs).
An LOI includes:
- Enterprise value (the headline price)
- Structure (cash, rollover equity, seller notes, earnouts)
- Owner compensation post-close
- Timeline
- Key conditions and assumptions
We negotiate every term, not just price.
Then I come back to you and say:
“Here are the top two or three options. These are as tight as I can get them.
Let’s walk through the pros and cons of each.”
Ultimately, you choose your partner. I advise. You decide.
Quality of Earnings (QofE) & Diligence
Once you sign an LOI, we enter the 60–90 day closing window.
The first major step is the Quality of Earnings (QofE) review.
This is a third-party, mini-audit ordered by the buyer to:
- Rebuild your financials from scratch
- Confirm revenue, expenses, and adjustments
- Validate the EBITDA we’ve presented
This is often where buyers try to re-trade—meaning they use findings (real or convenient) to lower price or change structure.
We’ve seen it all.
My job is to:
- Fight for the EBITDA we’ve represented
- Push back on unfair claims
- Keep the deal on track and intact
If a deal is going to break, this is usually when it happens. Our job is to prevent that—or help you walk away if the buyer behaves badly.
Final Docs, Closing, and the Wire
Once QofE is complete and terms are locked, the buyer’s army of lawyers, tax, HR, insurance, and compliance professionals get involved.
We work with your counsel to:
- Negotiate reps and warranties
- Structure earnouts fairly (if any)
- Protect you from unlimited downside post-close
- Finalize employment agreements and transition plans
When everyone is aligned, we sign.
- Titles transfer
- Employees roll over
- The wire hits
And you see the life-changing number in your account that reflects decades of work.
That moment never gets old.
Our Fee Structure: We Only Win If You Win
One thing I feel strongly about:
We don’t charge retainers.
We don’t charge kill fees.
We get paid a percentage of the enterprise value only if you close a deal and accept the money.
If you don’t sell—by choice or because we don’t find the right deal—you owe us nothing.
We’re aligned with you from day one.
The Team Behind You
We run like an assembly line built for one purpose: your outcome.
- Business Development – Led by my longtime partner Clemens Bopp, who you may have already spoken with. His team educates, screens, and ensures we’re the right fit for each other.
- Client Services – Led by Max Gibert, supported by analysts who live and breathe financial modeling and CIM creation.
- Deal Making – That’s me. I run the process, negotiate the offers, and take you to market. I’m on your management presentations and at your side through closing.
Every client has my cell phone. Yes, I’m a dad and I run the firm—but I’m accessible. That’s the whole point.
Why Essential Services Only?
Because focus wins.
We don’t try to be all things to all people.
We live inside:
- HVAC
- Plumbing
- Electrical
- Pest
- Landscaping & greens
- Roofing
- Fire safety
- Restoration
- Distribution & industrial services
- CPA and professional services
We know:
- The active buyers
- Their strategies
- What they’ve paid for your competitors
- Where multiples are trending
- Which groups are “re-trade happy” and which close clean
And we use that information to fight for you.
Because in this world, knowledge is leverage.
Thinking About Selling (Or Just Curious)?
Maybe you’re 6–24 months away from selling.
Maybe you’ve already been approached by a buyer.
Maybe you just want to know, “What’s my business actually worth?”
Wherever you are, here’s my promise:
- No pressure.
- No games.
- No obligation.
If you want a confidential conversation about your options, your valuation, or a buyer that’s already called you, reach out.
This is what we do, every day, for Main Street.
And we’d be honored to do it for you.
— Oliver
