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The Search Fund Operating System.

Find the deals worth your week, pay only for earnings that are real, and close with every document, email and decision on one record. From the first CIM to the business you run.

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Your move

Scroll through one illustrative $3.6M acquisition, Evergreen Mechanical. Wherever you see this, it’s your call: click or drag, and watch the deal change in the panel on the rightin the picture above each chapter.

On the desk beside this text, a pile of 240 sample CIMs. The top cover reads Confidential information memorandum: Evergreen Mechanical, HVAC services · Midwest; Revenue $4.8M, Adj. EBITDA $960K, Ask $3.6M. Beneath it, Project Harbor and Project Zenith, shown with code names.

01Screen

Find the one worth your week.

Drop a stack of CIMs or forward the broker’s email. SearchWare screens each one against your buy box and puts the reason, and the page it came from, beside every verdict.

Your move0 of 3 done

SearchWare screened 240 sample CIMs against your buy box: 5 to pursue, 2 to ask about, 233 passed.

Your buy box

Sample
$500K
$5M
Geography
Sectors

240 sample CIMs: 5 to pursue · 2 to ask about · 233 passed, each with its reason.

Evergreen isn’t the top fit. It’s the one we’ll follow, because its earnings need checking.

Your shortlist

7 of 240 · by verdict, then fit

ShortlistedSample screen

7 of 240

233 passed, each with its reason. Evergreen: Pursue at fit 96, with $120,000 of owner add-backs flagged (CIM p. 14).

Simplified sample screen of 240 illustrative CIMs, shown with code names. In SearchWare, AI screening weighs the criteria you set, links each reason to its source page, and refreshes fits from stored facts when your buy box changes, without another model call. CIM screening is included in Solo and above.

02ProveUnder NDA · seller’s QoE report shared Aug 27

Don’t pay for earnings that aren’t there.

The CIM says $960,000 of EBITDA. The seller’s quality of earnings report supports $840,000. SearchWare keeps each figure beside its source, so the gap is flagged before it reaches your price.

Your move0 of 3 done

SearchWare lined up CIM p. 14 with the seller’s QoE report p. 12: EBITDA reads $960,000 in one and $840,000 in the other.

Inspect the page

CIM p. 14 · QoE p. 12
  • RevenueConsistent$4,800,000 in the CIM (p. 14) and the QoE report (p. 12).
  • EBITDAConflictThe CIM’s $960,000 includes $120,000 of proposed owner add-backs the QoE report excluded for insufficient documentation (p. 12).
  • Implied multipleComputedThe $3,600,000 ask is 3.75x the seller’s EBITDA and 4.29x the verified $840,000.

OutcomeSample deal

$516,000

of purchase price not paid at 4.3x for $120,000 of earnings no one could document.
4.3x

At 4.3x: $4,128,000 on the seller’s number, $3,612,000 on the verified one.

Illustrative arithmetic: the unsupported add-back times the multiple you set. Not a valuation.

$516,000 of purchase price not paid at 4.3x for $120,000 of earnings no one could document.

Jordan Ellis · Interested

“Proceed on the verified $840K basis.”

1 of 2 interested

Shared team interest is part of multi-user plans (Team and above).

Sample pages. SearchWare’s memo keeps each figure beside its source, period and earnings basis, and flags where sources disagree. The QoE found the gap; SearchWare keeps it in view. It isn’t a quality of earnings report. Deal memos are included in Solo and above.

03RememberMgmt meeting · Aug 28

Never rebuild the backstory.

Broker emails, owner meetings and every file stay on the deal. Ask a question and the answer arrives with its sources, for you, your partner or your lender.

Your move0 of 3 done

SearchWare answered the sample question “Why is EBITDA $840K, not $960K?” from QoE report p. 12 and the broker’s Aug 27 email. Ask your own.

Ask the deal

Sample deal file

Sample questionWhy is EBITDA $840K, not $960K?

The seller’s QoE report excluded $120,000 of proposed owner add-backs for insufficient documentation. The broker is following up on the support.

  1. Document · Seller’s QoE report · p. 12

    “Proposed owner add-backs of $120,000 are excluded for insufficient supporting documentation. Normalized FY2025 EBITDA: $840,000.”

  2. Email · Re: Quality of earnings follow-up · Taylor Brooks, broker · Aug 27

    “The seller is pulling together support for the owner add-backs. I’ll send it over as soon as I have it.”

Illustrative answer from the sample deal file.

The seller’s QoE report excluded $120,000 of proposed owner add-backs for insufficient documentation. The broker is following up on the support. Sources: Document · Seller’s QoE report · p. 12; Email · Re: Quality of earnings follow-up · Taylor Brooks, broker · Aug 27.

On the recordSample deal file

1 answer, 2 sources

When a partner, lender or new hire asks, the answer comes with its source. Cited so far: 1 document and 1 email of the 24 records on the deal.
The memo and its 12 linked records

Recommendation: Pursue on the verified $840,000 basis.

Revenue
$4.8M (CIM p. 14)
EBITDA
$840,000 (QoE p. 12)
Ask
$3.6M (CIM p. 3)
Implied multiple
4.29x (Computed)

Open questions (2): add-back support · largest-customer contract.

  • Email · Intro · Taylor Brooks, broker · Aug 24
  • Document · NDA · executed · Aug 25
  • Document · CIM.pdf · Confidential information memorandum
  • Spreadsheet · FY2025 financials.xlsx
  • Document · Seller’s QoE report.pdf
  • Email · Re: Quality of earnings follow-up · Aug 27
  • Email · Customer concentration follow-up
  • Meeting · First conversation with the owner · Aug 28
  • Meeting · Call with the broker
  • Email · Re: Site visit scheduling
  • Document · Org chart.pdf
  • Spreadsheet · AR aging.xlsx

No live AI call on this page. In SearchWare, deal chat answers with the deal’s documents and history in context, and linked emails and meetings stay on the record. Gmail, Google Calendar and Granola integrations are included in Pro and above and connect per user.

04StructureMgmt meeting

See what the deal leaves you.

Set the price and the terms. A year of Evergreen’s earnings flows to the bank, to the seller and, what’s left, to you. Then find the most you can pay and still cover the debt in a bad year.

Your move0 of 3 done

SearchWare underwrote a $3,600,000 price on verified EBITDA of $840,000: 1.63x coverage, above 1.25x; $323,213 a year left for you.

Price and terms

$3,600,000
Max at 1.25x: $4,680,000
20% · $720,000
10% · $360,000
At close Your equity and the senior loan70% · $2,520,000
Note term

Earnings and coverage

Earnings basis
Stress
Coverage target

What the deal leaves you

Left for youSample deal

$323,213 a year

After the senior loan and the seller note, before taxes, capex and your salary: 1.63x coverage. The most you can pay at 1.25x is $4,680,000, $1,080,000 above your price.

Where a year of EBITDA goes$840,000

  • Senior lender$349,75242%
  • Seller note$167,03520%
  • You$323,21338%
Coverage
1.63x
above 1.25x
Cushion
38%
EBITDA can fall 38% before coverage reaches 1.00x
Cash at close
$2,520,000
70% of price
Your equity (10% of price)
$360,000
Paid at close
Senior loan
$2,160,000
10 years at 10.5%
Annual debt service
$516,787
$43,066 a month

The seller receives $2,520,000 at close, $835,177 over 5 years on the note and up to $360,000 of earnout: up to $3,715,177.

Coverage 1.63 times, above your 1.25 target. $323,213 a year left after debt service.

How this page calculates

Your equity is 10% of the price, paid at close; a senior loan funds the rest of the cash at close over 10 years at 10.5%. The seller note amortizes at 6% over the term you choose. The earnout is contingent and left out of debt service. Coverage is EBITDA ÷ annual debt service, before taxes, capex, working capital and your salary. Illustrative arithmetic, not a credit decision or advice.

In SearchWare you adjust earnings, price and sources of capital, and explore the maximum price at a debt-coverage target, minimum buyer cash, a seller-note split and revenue decline to 1.00x coverage, with lender-style checks and their cited rules.

The letter of intent in the next chapter is built from the scenario you lock. In SearchWare, an offer’s saved underwriting scenario is locked as its analytical basis.

Illustrative arithmetic on the sample deal, not a credit decision or advice; nothing you set here is saved or sent. Underwriting is included in Solo and above. SBA rules are marked pending lender review.

05AgreeUnder LOI

Know what a counter costs before you answer.

Your locked scenario becomes the letter of intent on your letterhead. Every version, counter and deadline stays with the deal.

Your move0 of 3 done

SearchWare drafted LOI v1 on your letterhead from the sample scenario: $3,600,000, 70/20/10, 60 days of exclusivity.

Your letter of intent

Draft v1

Built from the sample scenario · $3.6M · 1.63x

Read the full draft

Your search fund · Letter of intent · Draft v1 · for counsel’s review · Sep 4

Evergreen Mechanical

We propose an asset purchase for up to $3,600,000, comprising $2,520,000 at closing, a $720,000 seller note over 5 years, and up to $360,000 in contingent consideration.

The earnout would be measured after 12 months and payable only if at least 90% of baseline customer revenue is retained.

Exclusivity: 60 days.

Subject to diligence, financing and definitive agreements. The engraving on the letter is drawn from these terms; it is ornament, not a seal.

Seller counter · Sep 8

Price
$3,800,000
Exclusivity
45 days
Earnout measured over
24 months

Your v1: $3,600,000 · 60 days of exclusivity · earnout measured over 12 months

Your answer

All three accept their 45 days of exclusivity and the 24-month earnout window.

  • A: Accept the counter

    $3,800,000 · 70/20/10 · 5-year note

    • Coverage1.63x → 1.54x
    • Cash at close+$140,000
    • Your equity+$20,000
    • Left for you−$28,710 / yr

  • B: Meet the price, stretch the note to 7 years

    $3,800,000 · 70/20/10 · 7-year note

    • Coverage1.63x → 1.67x
    • Cash at close+$140,000
    • Your equity+$20,000
    • Left for you+$14,375 / yr

  • C: Hold the price, accept their window

    $3,600,000 · 70/20/10 · 5-year note

    • Coverage1.63x
    • Exclusivity60 → 45 days
    • Earnout window12 → 24 months

Year-one figures. A seven-year note pays for two more years.

B, the sample answer

Meeting their price costs you $20,000 more equity. Stretching the note to seven years leaves you $14,375 more a year than your own offer, while both notes are paying.

Where the deal stands

If you send BSample deal

+$14,375 / yr

Left for you a year against your v1 while both notes pay; the seven-year note runs two years longer. In the sample, the seller accepts any answer on Sep 11.

  1. v1Draft
  2. CounterNot yet: Sep 8
  3. v2Not yet: Sent Sep 9
  4. AcceptedNot yet: Sep 11 · exclusivity through Oct 26

In SearchWare, recording an accepted LOI prompts the move to Under LOI and the next step, launching a Diligence Portal.

Sample counter and letter. SearchWare generates IOI and LOI Word drafts from your offer terms and firm letterhead, blocks the SBA-incompatible terms it identifies before a letter is generated or recorded as sent, and tracks versions, counters and exclusivity. Drafts are for counsel’s review; SearchWare doesn’t provide legal advice or electronic signatures. NDA and offer-letter drafting is included in Pro and above. Nothing is sent from this page.

06CloseDue diligence

Forty-five days. Every request accounted for.

Launch a Diligence Portal under your firm’s name. The seller and advisors move each request from pending to uploaded to approved, so you know the difference between a file arriving and a question answered.

Your move0 of 3 done

SearchWare launched your Diligence Portal Sep 11 and followed your scroll to Day 25 · Oct 6: 15 of 23 approved.

Your search fund · Diligence Portal

Evergreen Mechanical · Secure data room · Powered by SearchWare

  • Taylor Reed · Seller
  • Taylor Brooks · Broker
  • Alex Morgan · QoE advisor
  • Jamie Chen · Counsel
Day 25 · Oct 6
  • 15Approved
  • 4Uploaded
  • 0Returned
  • 4Pending

Day 25: 15 of 23 approved, 0 returned, 4 uploaded, 4 pending.

LatestOct 6 · Customer contracts (top 10) approved by you

Workstreams

  • Quality of earningsAlex Morgan6 of 8 approved

  • Legal & contractsJamie Chen4 of 6 approved

  • Commercial diligenceAlex Morgan2 of 4 approved

  • People & operationsTaylor Reed3 of 5 approved

Requests

23 requests in four workstreams. Open one for its history up to the day you’ve set.

Quality of earnings6 of 8 approved

  • Monthly P&L, FY2023–FY2025Approved
    1. Requested Sep 12
    2. Uploaded Sep 14 by Taylor Reed
    3. Approved Sep 17 by you
  • Balance sheets, FY2023–FY2025Approved
    1. Requested Sep 12
    2. Uploaded Sep 14 by Taylor Reed
    3. Approved Sep 18 by you
  • Bank statements, 24 monthsApproved
    1. Requested Sep 12
    2. Uploaded Sep 17 by Taylor Reed
    3. Approved Sep 21 by you
  • Tax returns, 3 yearsApproved
    1. Requested Sep 12
    2. Uploaded Sep 19 by Taylor Reed
    3. Approved Sep 22 by you
  • General ledger, FY2025Approved
    1. Requested Sep 12
    2. Uploaded Sep 20 by Taylor Reed
    3. Approved Sep 23 by you
  • AR and AP agingApproved
    1. Requested Sep 12
    2. Uploaded Sep 23 by Taylor Reed
    3. Approved Sep 27 by you
  • Add-back support scheduleUploaded
    1. Requested Sep 12
    2. Uploaded Oct 1 by Taylor Brooks
  • Buy-side QoE (Northline Advisory)Pending
    1. Requested Sep 12

Legal & contracts4 of 6 approved

  • Articles and operating agreementApproved
    1. Requested Sep 12
    2. Uploaded Sep 15 by Taylor Reed
    3. Approved Sep 19 by you
  • Contractor licenses and permitsApproved
    1. Requested Sep 13
    2. Uploaded Sep 18 by Taylor Reed
    3. Approved Sep 24 by you
  • Customer contracts (top 10)Approved
    1. Requested Sep 12
    2. Uploaded Sep 25 by Taylor Reed
    3. Returned Sep 29: add the renewal schedule
    4. Re-uploaded Oct 3 by Taylor Reed
    5. Approved Oct 6 by you
  • Supplier agreementsApproved
    1. Requested Sep 12
    2. Uploaded Sep 26 by Taylor Reed
    3. Approved Sep 30 by you
  • Facility lease and landlord consentUploaded
    1. Requested Sep 12
    2. Uploaded Oct 2 by Taylor Reed
  • Insurance policies and claims historyUploaded
    1. Requested Sep 13
    2. Uploaded Oct 5 by Taylor Reed

Commercial diligence2 of 4 approved

  • Customer list with FY2025 revenueApproved
    1. Requested Sep 12
    2. Uploaded Sep 16 by Taylor Brooks
    3. Approved Sep 20 by you
  • Maintenance agreement rosterApproved
    1. Requested Sep 12
    2. Uploaded Sep 27 by Taylor Reed
    3. Approved Oct 2 by you
  • Pricing and rate historyUploaded
    1. Requested Sep 14
    2. Uploaded Sep 30 by Taylor Reed
  • Backlog and open work ordersPending
    1. Requested Sep 14

People & operations3 of 5 approved

  • Org chart and headcountApproved
    1. Requested Sep 12
    2. Uploaded Sep 13 by Taylor Reed
    3. Approved Sep 16 by you
  • Payroll register, FY2025Approved
    1. Requested Sep 12
    2. Uploaded Sep 21 by Taylor Reed
    3. Approved Sep 25 by you
  • Technician certifications (EPA 608)Approved
    1. Requested Sep 13
    2. Uploaded Sep 28 by Taylor Reed
    3. Approved Oct 4 by you
  • Fleet and equipment listPending
    1. Requested Sep 13
  • Seller transition planPending
    1. Requested Sep 14

What happened

  1. Customer contracts (top 10) returned: add the renewal schedule. Re-uploaded Oct 3, approved Oct 6.

  2. Buy-side QoE (Northline Advisory) approved: confirms $840,000 and excludes the $120,000. Already out of your model since you inspected it. Not yet on Oct 6.

  3. 23 of 23 approved. Not yet on Oct 6.

  4. Closed. Not yet on Oct 6.

Due diligence

Closing day · Oct 25

8 of 23 requests still open on Oct 6. Closing waits until every one is approved.

OutcomeSample deal

23 of 23 approved

Closing on Oct 25 waits until all 23 are approved, not just uploaded.

Sample portal, requests and participants. In SearchWare, counterparties join a Diligence Portal by invitation and see only what you share; you approve each upload or send it back. Solo includes one active Diligence Portal; Pro and above include unlimited portals.

07OperateClosed won · Portfolio company

Day one, with everything you learned.

Convert the closed deal into a portfolio company. The memo, the model, the people, the documents and a first-100-days plan come with you.

Your move0 of 3 done

SearchWare converted Evergreen Mechanical into a portfolio company on Oct 25: 31 documents, 48 emails, 12 meetings, 1 locked scenario came with it.

Portfolio company

Closed won

Evergreen Mechanical

Owned by Your search fund · converted Oct 25 · closed in 62 days

Carried over from the deal · sample

  • 31documents
  • 48emails
  • 12meetings
  • 1locked scenario

First 12 months as owner

Sample

Monthly debt service on the accepted terms

$41,868 a month

v2 accepted · $3,800,000 · 70/20/10 · 7-year note

Sample response B

12 of 12 months cover debt service · tightest: April, $6,132 above the line

Month by month
Sample monthly EBITDA against $41,868 of monthly debt service
MonthEBITDAAgainst the line
November$55,000+$13,132 covered
December$96,000+$54,132 covered
January$62,000+$20,132 covered
February$57,000+$15,132 covered
March$53,000+$11,132 covered
April$48,000+$6,132 covered
May$66,000+$24,132 covered
June$89,000+$47,132 covered
July$98,000+$56,132 covered
August$95,000+$53,132 covered
September$72,000+$30,132 covered
October$49,000+$7,132 covered

First 100 days

0 of 4 done

First year as ownerSample year

12 of 12

months of the sample first year cover the $41,868 monthly debt service on sample answer B’s terms · tightest: April, $6,132 above the line

Sample plan and monthly figures. In SearchWare, the first-100-days plan is an AI-assisted draft you edit, and you record monthly financials for revenue and EBITDA charts. The debt-service line is this page’s arithmetic from the terms you accepted.

Evergreen Mechanical · Closed won · Oct 25

The next one could be yours.

Bring a CIM. Set your buy box. The first deal you screen starts its own record.

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Your deal, start to finish
  1. CIM · Screened5 to pursue · fit 96 (sample)
  2. Memo · Proved$840,000 verified (sample)
  3. Model · Structured$3.6M · 1.63x (sample)
  4. LOI · Agreedv2 · $3.8M · 7‑yr note (sample)
  5. Portal · Closed23 of 23 approved (sample)
  6. Company · Owned12 of 12 months covered (sample)

Evergreen Mechanical

Deal sheet · illustrative · nothing was saved

Prepared for Your search fund

1ScreenedSample
240 sample CIMs · 5 to pursue · Evergreen fit 96
2ProvedSample
$840,000 verified · $516,000 not paid at 4.3x
3BackstorySample
12 emails · 4 meetings · 8 documents on the deal
4StructuredSample
$3,600,000 · 70/20/10 · 1.63x · $323,213 a year after debt service
5AgreedSample
v2 accepted · $3,800,000 · 7-year note · 1.67x · 45 days exclusive
6ClosedSample
23 of 23 requests approved · Closed won Oct 25
7OwnedSample
12 of 12 months cover debt service · Owned by Your search fund
Illustrative arithmetic on sample data. Not a valuation, credit decision or advice.EVG-0001

Every line prints the sample. Scroll back up and make the calls yourself.

Run the next one in SearchWare.

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