Carlo Santelli·January 13, 2025

How to Buy a $13m Business with No PG, No Investors | Carlo Santelli Interview

Carlo Santelli is a former investment banker and fund VP (Bank of America Merrill Lynch, Cantor Fitzgerald, Stonehenge Capital) who left a 10-year finance career in March 2024 and closed four acquisitions in his first eight months as an independent buyer. The centerpiece deal — Trium Industries and Stillwater Fasteners, sister companies manufacturing custom metal components (screws, fasteners) in Connecticut and Massachusetts — was acquired October 29, 2024 for a combined $16m (business plus real estate), with $13m in revenue and $3.5m in EBITDA across 65 employees and 150,000 sq ft. Carlo structured the deal with zero equity and no personal guarantee: a sale-leaseback of the real estate generated $10.75m, a $2m seller note and a $3.25m asset-based loan backed by $20m+ of excess inventory covered the rest, leaving him 100% owner for effectively 1.5x EBITDA on the operating business. The deal was sourced entirely via cold email within 72 hours of quitting his job, with no broker and no competitive process. Carlo's core thesis is proprietary deal flow plus sale-leaseback arbitrage to achieve dramatically below-market multiples, with a roll-up strategy to buy similar businesses and eventually sell the combined platform at a much higher multiple — all without outside investors, giving him 100% optionality.

Deal facts

purchase price: $16m (business + real estate combined); ~$5.25m for the business ex-real estate
multiple: ~1.5x EBITDA (ex-real estate); $16m total LOI price on $3.5m EBITDA
sde ebitda: EBITDA $3.5m
revenue: $13m
financing structure: Sale-leaseback of real estate ($10.75m proceeds) + $2m seller note + $3.25m asset-based loan (ABL) backed by inventory/equipment; no equity, no SBA, no personal guarantee
notes: Two sister companies: Trium Industries and Stillwater Fasteners. Combined 65 employees across two facilities (Connecticut and Massachusetts), ~150,000 sq ft. LOI signed April 15, 2024; closed October 29, 2024. $20m+ in excess inventory/raw materials at fair market value enabled the ABL facility (~$10m capacity). Carlo was sole buyer with 100% ownership and no outside investors. Deal fees approximately $450k (legal, QoE, appraisals, environmental studies).

Why this business

Carlo was not targeting manufacturing specifically — he found Trium Industries via cold email within 72 hours of quitting his W2 job. His thesis was proprietary deals at low multiples with real estate enabling sale-leaseback arbitrage. The business fit his parameters: below-market multiple, significant real estate, excess inventory as collateral, and owners willing to work a non-brokered process. He was drawn to the extraordinary economics: buying $3.5m of EBITDA for effectively 1.5x through creative deal structure.

What's working

Sale-leaseback of 150,000 sq ft of real estate for $10.75m effectively funded most of the purchase price, allowing 100% debt-financed acquisition with no equity and no personal guarantee
Asset-based lending against $20m+ in excess inventory provided the remaining $3.25m needed and left a large working capital revolver ($10m facility, $6.75m undrawn)
Proprietary deal sourcing via cold email — no broker, no banker, no competing bidders — yielded a dramatically below-market multiple
Seller note of $2m aligned seller incentives with deal success
Existing owners signed on to work another five years, providing operational continuity
Massive excess inventory means no need to purchase new raw materials for years, with potential upside selling down that inventory
Business generating approximately $300k/month in cash flow post-close
Roll-up strategy: buying similar businesses at 1.5-2x EBITDA to eventually sell the portfolio at 6-10x creates substantial multiple arbitrage

What's hard

Sale-leaseback made the transaction significantly more complex: required Phase 1 and Phase 2 environmental studies, petroleum release remediation, underground storage tank work, real estate appraisals — adding cost and risk
Carlo was personally on the hook for ~$450k in deal fees if the deal collapsed, and was down to less than $1,000 in cash the day of closing
Seller was unresponsive to diligence requests and Carlo had to fly to Connecticut multiple times and extract information directly from the owner's QuickBooks
No personal guarantee protection for lenders does not mean no personal financial risk — deal fee exposure was very real and personally funded
Operating businesses in Connecticut and Massachusetts while living in Florida requires trusting existing management and new hires rather than being hands-on day-to-day
Triple-net lease obligation for 20 years means ongoing insurance, maintenance, and tax obligations as a tenant
Seller saw the real estate sale price during the process, creating some friction around the economics

Notable quotes

I bought this $3.5 million EBITDA business for $3.25 million cash at close — 100% of that was financed by debt, no equity needed. I own 100% of the business today.

The magic is in the multiple. I don't think you will find a below-market deal that is brokered or represented by a bank.

I was down to less than a thousand bucks cash in my bank account the day this deal closed.

I used to never want real estate in my transactions. Now I probably won't do another deal without real estate in it where I can do a sale-leaseback.