M&A Advisor in Texas: Buy-Side and Sell-Side Engagements for Lower Middle Market Businesses

Texas anchors the South Central U.S. lower middle market M&A landscape. Per industry coverage from William & Wall and Texas-focused deal aggregators, the state recorded approximately 195 disclosed M&A transactions totaling $39.9B in Q3 2025 alone, with energy accounting for more than 40% of total value. Texas hosts the headquarters of Comfort Systems USA (the largest publicly traded U.S. mechanical and electrical services contractor, NYSE: FIX), FirstCall Mechanical Group in Austin, and the Texas operating subsidiaries of multiple national PE-backed home services platforms. The state has no personal income tax, no state capital gains tax, no state corporate income tax, and its own M&A broker registration exemption that has been on the books since February 16, 2015 (predating the federal Section 15(b)(13) codification by approximately eight years). For founders running $1M to $50M EBITDA businesses in Texas, and for acquirers building platforms with Texas add-on density across Houston, Dallas/Fort Worth, Austin, and San Antonio, the question of how an M&A advisor fits in the transaction is the right place to start.

This page covers what an M&A advisor does in Texas, how the role differs from a business broker and an investment banker, what buy-side and sell-side engagements look like, and how CT Acquisitions’ buyer-paid model fits into the picture. We are an M&A advisory firm, not a registered broker-dealer. We do not hold seller funds or securities. We do not engage in public-offering activity. The regulatory framing matters because it determines what we can and cannot do in a Texas transaction. The economic framing matters because it determines who pays whom and when. Both are covered below in detail, with citations to the underlying statutes, administrative rules, and primary source material.

What an M&A Advisor Does in Texas

An M&A advisor in Texas facilitates the sale or purchase of privately held businesses, typically in the lower middle market range of $1M to $50M EBITDA. The advisor sits between the operating business and the eventual transaction counterparty, managing the process steps that determine whether a deal closes on terms the client can live with. Those steps include positioning the business for sale (or sourcing acquisition targets if buy-side), preparing diligence-ready financials and supporting materials, identifying and approaching the right pool of counterparties, managing competitive tension across multiple interested parties, negotiating the letter of intent, coordinating diligence workflow, and shepherding the transaction through close.

The role exists because the alternative is materially worse. Founders who attempt to run a sale process themselves typically encounter three problems in sequence. First, they cannot reach the institutional buyer pool. The PE platforms, family offices, search funds, and strategic acquirers that pay the highest multiples for lower middle market businesses do not respond to cold inbound from sellers without representation. Second, even when contact is made, founders do not have the negotiating position that comes from running a multi-party process. A single bilateral negotiation produces a single bid. Third, the diligence and close-of-transaction workstreams are detail-heavy enough that running them while also running the operating business produces preventable mistakes that cost real money at close.

The role of the M&A advisor in Texas is structurally identical to the role anywhere else in the United States, with three Texas-specific overlays. The first overlay is regulatory: Texas has its own rule-based M&A broker registration exemption under 7 Tex. Admin. Code Section 139.27, adopted by the Texas State Securities Board in February 2015 and most recently amended on November 14, 2024. That state rule operates alongside the federal exemption under Exchange Act Section 15(b)(13). The second overlay is tax: Texas has no state personal income tax, no state capital gains tax, and no state corporate income tax. The Texas franchise tax (margin tax) applies at the entity level on operating businesses above the 2026 no-tax-due threshold of $2,650,000 in annualized total revenue, but it does not tax the individual seller’s capital gain. The third overlay is market density: Texas hosts the largest U.S. mechanical services public company by market capitalization (Comfort Systems USA), Texas-headquartered platform builders such as FirstCall Mechanical Group in Austin, and the Texas operating subsidiaries of national consolidators including Wrench Group (through Berkeys in Dallas and Abacus in Houston), Southern Home Services (Nick’s Plumbing in Houston), Modigent (Southland Mechanical in Houston), United Building Solutions (DFW Mechanical Group), P3 Services (Schrader Plumbing in Dallas), and Apex Service Partners (active across all four major metros).

We are CT Acquisitions, a buy-side M&A advisory firm. We work with acquirers building platforms in the lower middle market, and we also represent founders on the sell side under a buyer-paid model where the buyer pays our fee at close and the seller pays nothing. We are not a registered investment bank. We are not a registered broker-dealer. We operate under the M&A broker exemptions described above. We are also not a Texas business broker in the Main Street sense, which is the next distinction worth drawing.

M&A Advisor vs Business Broker vs Investment Banker in Texas

The three roles overlap in popular usage but separate cleanly along four axes: deal size, regulatory status, fee model, and engagement structure. Texas sellers commonly hear all three terms used interchangeably, but the practical differences shape the entire trajectory of a transaction. Below is the structural comparison.

Role	Typical deal size	Regulatory status	Fee model	Engagement
Business broker	Main Street: $0–$5M enterprise value	Asset-sale focused. Texas Real Estate Commission (TREC) license may apply for transactions involving real property; no FINRA registration required for asset sales	5–12% success fee paid by seller; sometimes flat retainer	Listing agreement, 6–12 month exclusivity, MLS-style buyer marketing
M&A advisor	Lower middle market: $1M–$50M EBITDA	Operates under 7 Tex. Admin. Code Section 139.27 (state M&A Dealer Exemption) and federal Exchange Act Section 15(b)(13) (eligible private companies, no fund/securities custody)	Sell-side: 3–10% success fee, retainer common. CT Acquisitions: buyer-paid, $0 to seller. Buy-side: retainer plus modified Lehman success fee	Engagement letter or no-contract model; targeted buyer outreach to institutional counterparties
Investment banker	Middle market and up: $25M+ EBITDA, public offerings, securities-related transactions	FINRA-registered broker-dealer, individuals hold Series 79 (or Series 63/82 as applicable); SEC and Texas State Securities Board regulated	Retainer plus Lehman or modified Lehman success fee; may include equity participation	Engagement letter with 12–24 month exclusivity; auction-style process

Where each role fits in practice. A Texas business broker is the right choice for a Main Street business under $1M EBITDA where the buyer pool is local owner-operators or first-time business buyers. An M&A advisor is the right choice in the $1M to $50M EBITDA range where the buyer pool is institutional (PE platforms, family offices, search funds, strategic acquirers). An investment banker is the right choice when the transaction involves securities registration, a public offering, a large-scale debt-financed buyout, or a process that requires FINRA-registered execution. CT Acquisitions operates squarely in the M&A advisor band, with no overlap into investment banking activity that would require broker-dealer registration.

A regulatory note on the “investment banker” label. Under U.S. securities law, a person who facilitates securities transactions for compensation is generally required to register as a broker-dealer with FINRA, and in Texas as a dealer with the Texas State Securities Board (TSSB). The M&A broker exemption (federal Section 15(b)(13) and state 7 TAC Section 139.27) carves out a specific class of intermediary that facilitates the transfer of ownership of eligible privately held companies without holding funds or securities and without engaging in public-offering activity. M&A advisors operating under those exemptions are not investment bankers and should not be called investment bankers. The distinction is not stylistic. It is regulatory.

Buy-Side M&A Advisor Engagements in Texas

On the buy-side, we work with acquirers building lower middle market platforms through add-on acquisitions in Texas and nationally. Typical buy-side engagements involve sourcing $1M to $15M EBITDA add-on targets for an existing PE platform, sourcing first-acquisition targets for search fund operators, or sourcing direct acquisitions for family offices and strategic buyers. Buy-side engagement structure differs materially from sell-side: the buyer pays our fee through a retainer plus success-fee combination, typically on a Lehman or modified Lehman scale. Buy-side engagement fees range widely depending on transaction size, mandate complexity, exclusivity terms, and the depth of sourcing required.

Four primary buy-side client types engage M&A advisors in Texas. Each operates with different capital, different acquisition criteria, and different process expectations.

PE Platform Add-On Acquisitions

Private equity firms that have already invested in a Texas-active platform engage M&A advisors to source add-on acquisitions that grow the platform. The economics of platform consolidation depend on multiple-arbitrage: the platform trades at a higher EBITDA multiple than the add-ons it buys, so every add-on creates incremental enterprise value at close. Apex Service Partners (Tampa-headquartered, backed by Alpine Investors with a Partners Group continuation vehicle from October 2023) is an active acquirer across all four major Texas metros (Houston, Dallas/Fort Worth, Austin, San Antonio), targeting $5M to $50M revenue businesses in residential HVAC, plumbing, and electrical. Wrench Group (Marietta, GA, backed by Leonard Green & Partners since 2021) has operated in Texas since 2016 through two of its founding brands: Berkeys Air Conditioning, Plumbing & Electrical in Dallas/Fort Worth and Abacus Plumbing, Air Conditioning & Electrical in Houston. Southern Home Services (Maitland, FL, backed by Gryphon Investors) expanded into Texas with the October 21, 2025 acquisition of Nick’s Plumbing & Air Conditioning in Houston. These platforms run sourcing programs that combine internal corporate-development teams with external buy-side M&A advisors.

Search Fund Acquisitions

Search funders raise capital from investors specifically to acquire and operate a single privately held business. Texas is a top-tier state for search fund deal flow, driven by the state’s no-individual-income-tax posture (which compounds for the operator over the hold period), the depth of family-owned LMM businesses without succession plans across the four major metros, and the structural in-migration of executive talent from California and the Northeast since 2020. A search fund acquisition is typically a single $1M to $5M EBITDA target where the searcher will become the new CEO at close. M&A advisor engagements on the search-fund buy-side often involve broad outbound to founder-led businesses in specific industries (industrial services, B2B distribution, healthcare services, niche software, oilfield-services-adjacent verticals) within defined Texas metro geographies.

Family Office Direct Acquisitions

Family offices in Texas (concentrated in Dallas, Houston, and Austin, with growing density in Fort Worth) increasingly pursue direct private-company acquisitions rather than allocating exclusively to PE fund commitments. Dallas in particular has become one of the largest family-office hubs in the United States, supported by the metro’s emergence as the #2 U.S. financial-services center after New York. The family-office buyer profile differs from PE in three ways: longer hold horizons (often perpetual or generational rather than the standard PE 5-to-7-year fund cycle), lower required IRR thresholds (which translates to capacity to pay higher multiples), and more operational flexibility (no fund-level deployment pressure). M&A advisor engagements on the family-office buy-side typically involve narrower, more curated target lists matched to the family’s industry preferences and the principal’s operating capacity.

Strategic Acquirers Building Platforms via Add-Ons

Public companies, established LMM platforms, and corporate development teams at multi-site operators engage M&A advisors to source bolt-on acquisitions that fit a specific strategic thesis. Comfort Systems USA (NYSE: FIX), headquartered in Houston, is the largest publicly traded U.S. mechanical and electrical services contractor and operates 40+ operating companies nationally with significant Texas concentration. Modigent (Phoenix, AZ) acquired Southland Mechanical in Houston on December 18, 2025, expanding its commercial and industrial HVAC capabilities for refineries, chemical plants, natural gas infrastructure, water treatment, and renewable energy operations. United Building Solutions (backed by AE Industrial Partners) entered the South-Central market with the January 20, 2026 acquisition of DFW Mechanical Group in Wylie, Texas. Strategic buy-side engagements often look more like targeted-search projects than the broad-outreach style of PE platform sourcing.

Sell-Side M&A Advisor Engagements in Texas

On the sell-side, M&A advisors in Texas represent founders and ownership groups exiting privately held businesses, typically in the $1M to $50M EBITDA range. The classic sell-side engagement is what most founders encounter first: a sell-side advisor or broker offers an engagement letter that includes a retainer of $25,000 to $100,000+ (depending on deal size), a 12 to 24 month exclusivity period, and a success fee of 3% to 10% of the transaction value at close, sometimes structured on a Lehman scale where the percentage steps down as deal size grows.

The classic sell-side process runs in five phases. Phase one is positioning and materials preparation: the advisor builds a confidential information memorandum (CIM), management presentation, and supporting financials, typically over 60 to 90 days. Phase two is buyer outreach: the advisor approaches a defined target list of strategic acquirers, PE platforms, family offices, search funds, and other potential counterparties, typically over 30 to 60 days. Phase three is initial-bid management: interested parties submit indications of interest (IOIs), and the advisor manages competitive tension across the parties to produce a short list. Phase four is letter-of-intent negotiation: the advisor coordinates LOI terms across the short list and the seller selects a winning bidder, often after management meetings. Phase five is diligence and close: 60 to 120 days of confirmatory diligence followed by definitive documentation and close.

That process works. It also costs the seller 3 to 10 percent of the transaction value at close, plus the retainer paid up-front. For a $20M transaction at a 5% success fee, that is $1M in advisor fees plus the retainer. For a $40M transaction at the same fee, it is $2M plus retainer. The fee makes sense when the alternative is leaving more than that on the table through a worse process. The fee does not make sense if there is a path to the same buyer pool with the same competitive tension without paying it.

CT Acquisitions runs that alternative path on the sell-side for a subset of founders who fit the model. We do not run full sell-side auctions. We run buyer-network-led processes for founders who are open to engaging with our existing network of 76+ active acquirers under a buyer-paid model. The seller pays nothing. The buyer pays our fee at close. There is no engagement letter, no retainer, no exclusivity period, and no obligation to engage. We are not a substitute for a traditional sell-side advisor in every situation, particularly when a founder wants a broad-market competitive auction with named investment-bank pedigree. But for founders who want a fast, confidential, buyer-network-led path to a transaction without paying a sell-side fee, the model is different from a traditional Texas sell-side advisor or business broker.

The CT Acquisitions Model: How Buyer-Paid Works

The traditional sell-side M&A advisor or business broker charges the seller 5% to 10% of the transaction value through a fixed-term engagement letter, plus retainer in many cases. CT Acquisitions charges the seller nothing. We are paid by the buyer when a transaction closes. There is no engagement contract, no retainer, no exclusivity period. We are not a substitute for sell-side representation in every situation, but for founders who want a buyer-network-led path to a transaction without paying a sell-side fee, we are a different model than a traditional broker or M&A advisor.

Here is the actual flow. A Texas founder reaches out through the form or schedules a call. We have a confidential 30-minute conversation to understand the business, the seller’s goals, and the realistic buyer pool. If the business fits the buyer profile of one or more counterparties in our network, we make targeted introductions. The buyer (PE platform, family office, search funder, strategic acquirer) engages with the seller directly. If a transaction proceeds and closes, the buyer pays our fee at close. If the conversation does not lead to a transaction, no one owes anyone anything. There is no obligation to engage with any introduced buyer, and there is no obligation to use us at all.

Why buyers pay us willingly. The economics work because we save the buyer money on the alternative. A PE platform sourcing add-ons without an external advisor is paying its corporate-development team, its outsourced sourcing vendors, or both, to surface qualified targets. The all-in cost of internal sourcing per closed deal is typically 1% to 3% of transaction value, sometimes higher. We deliver pre-qualified, sponsor-fit, ready-to-engage sellers at a comparable or lower all-in cost, and we do it without a retainer or month-to-month burn. For the buyer, it is a variable cost. They only pay us when a deal closes.

What the model is not. It is not a free alternative to a traditional sell-side advisor in every scenario. We do not run broad competitive auctions across hundreds of named parties. We do not produce a 90-page CIM. We do not represent the seller’s interests in adversarial negotiation with the buyer in the same way a sell-side investment bank would in a $50M+ transaction. The model works best for founders who value speed, confidentiality, and a buyer-network-led process over a maximally-competitive auction. For sellers in the $20M+ EBITDA range running formal processes, traditional sell-side representation often still makes sense, and we will say so when it does.

Element	Traditional TX sell-side	CT Acquisitions (buyer-paid)
Seller fee	3–10% success fee on close	$0
Retainer	$25K–$100K+ up front	None
Engagement period	12–24 months exclusivity	No contract, walk anytime
Process style	Broad competitive auction (60+ buyers)	Curated buyer-network introductions
Timeline to close	9–14 months typical	60–120 days to LOI; total 4–7 months
Best fit for	$20M+ EBITDA, max competitive tension	$1M–$10M EBITDA, speed and confidentiality

Texas-Specific M&A Activity in 2025-2026

Texas produces a disproportionate share of disclosed lower middle market M&A activity, both as a buyer headquarters and as a transaction target geography. Per William & Wall industry coverage, Texas recorded approximately 195 disclosed M&A transactions totaling $39.9B in Q3 2025 alone, with energy accounting for more than 40% of total value. That single-quarter volume ranks Texas among the top-three state-level deal markets in the United States. The IBBA Market Pulse places Texas within the South region in its quarterly survey breakdowns, with the Sun Belt and South Central tier consistently identified in industry coverage as the highest-velocity region for lower middle market deal flow. Several of the most disclosed-active U.S. lower middle market home services consolidators are headquartered in Texas or have substantial Texas operating density.

Texas-Headquartered or Texas-Active PE Platforms

Comfort Systems USA (NYSE: FIX). Headquartered in Houston, Texas. Largest commercial mechanical and electrical contractor in the United States. Operates more than 40 operating companies nationally with significant Texas concentration across the four major metros. Comfort Systems is the dominant publicly traded strategic acquirer in the U.S. mechanical services landscape and a reference point for any Texas-based commercial HVAC or mechanical seller weighing strategic versus PE-platform exit paths.

FirstCall Mechanical Group. Headquartered in Austin, Texas. Texas-native mechanical services platform with HVAC, plumbing, and refrigeration capabilities. Backed by SkyKnight Capital. FirstCall represents one of the few platform builders headquartered in the state and is an active acquirer of Texas-based mechanical services companies.

Wrench Group. Headquartered in Marietta, Georgia. Backed by Leonard Green & Partners since 2021 (acquired from Investcorp). Two of Wrench Group’s original founding brands are in Texas and have operated under the Wrench umbrella since 2016: Berkeys Air Conditioning, Plumbing & Electrical in Dallas/Fort Worth and Abacus Plumbing, Air Conditioning & Electrical in Houston. Wrench is one of the largest residential trades platforms operating in Texas.

Southern Home Services. Headquartered in Maitland, Florida. Backed by Gryphon Investors. Expanded its Texas footprint on October 21, 2025 with the acquisition of Nick’s Plumbing & Air Conditioning in Houston. The press release specifically identified the deal as a Texas-market expansion move.

Modigent. Headquartered in Phoenix, Arizona. Backed by OMERS Private Equity. Acquired Southland Mechanical in Houston on December 18, 2025. Southland brings commercial and industrial HVAC capabilities serving refineries, chemical plants, natural gas infrastructure, water treatment facilities, and renewable energy operations across the Gulf Coast.

United Building Solutions (UBS). Backed by AE Industrial Partners (AEI). Entered the South-Central market with the January 20, 2026 acquisition of DFW Mechanical Group in Wylie, Texas. DFW Mechanical Group operates across Texas, Oklahoma, Georgia, and Florida.

P3 Services (Peltram Plumbing Holdings). Backed by Stellex Capital. Acquired Schrader Plumbing in Dallas, Texas as part of an aggregate 2024 add-on announcement disclosed on March 4, 2025 (alongside Forsyth Septic & Rooter, Bob’s Backflow, Rolland Reash, Plumbing & Drain Co., and 2 Sons Plumbing). The Schrader add-on extends P3’s national plumbing platform into the DFW market.

Chemed Corporation / Roto-Rooter (NYSE: CHE). Headquartered in Cincinnati, Ohio. Re-acquired the San Francisco and Fort Worth franchise territories for $20.6M in a transaction announced March 31, 2025. The Fort Worth re-acquisition brings the territory back under corporate operation and adds Texas density to the Roto-Rooter corporate-owned footprint.

Apex Service Partners. Headquartered in Tampa, Florida. Backed by Alpine Investors with the October 2023 $3.4B single-asset Partners Group continuation transaction. Largest U.S. residential HVAC, plumbing, and electrical roll-up with approximately 107 brands and roughly $1.3B in revenue as of March 2026. Active acquirer across all four major Texas metros (Houston, Dallas/Fort Worth, Austin, San Antonio), targeting $5M to $50M revenue businesses. Specific Texas brand-level deals are not all individually disclosed in public releases, but the platform’s Texas presence is documented across multiple sponsor-portfolio communications and aggregate update releases.

These are publicly active acquirers in Texas disclosed via press releases and sponsor portfolio pages. The phrase “publicly active acquirers” is precise: we are referencing platforms with documented Texas deal flow in the public record, not asserting any current advisory relationship between CT Acquisitions and any named entity.

Texas Deal Velocity and Sun Belt Concentration

Texas was the largest beneficiary of post-2020 corporate relocations from California and the Northeast, which has structurally lifted lower middle market deal flow across all four major metros. Houston, Dallas/Fort Worth, and Austin in particular show dense LMM and lower-middle-mid-market activity across HVAC, plumbing, electrical, landscaping, distribution, healthcare services, and tech-enabled B2B services. With an estimated $3.1T of U.S. private equity dry powder and a constitutional no-individual-income-tax position, Texas sellers face one of the deepest natural buyer pools in North America. Capstone Partners separately reported continued multiple expansion in trade-services M&A through 2025, with multiples just below the 2020-2021 peak. S&P Global Market Intelligence reported that global PE add-on transactions targeting HVAC service providers rose 88% year-over-year through June 2025, with Texas-active platforms among the largest contributors to that volume.

Texas Tax and Regulatory Context for Business Sales

Texas has its own state M&A broker exemption that predates the federal Section 15(b)(13) framework by approximately eight years. The Texas State Securities Board (TSSB) adopted 7 Tex. Admin. Code Section 139.27 (Mergers and Acquisitions Dealer Exemption) with an original effective date of February 16, 2015, making Texas one of the earliest U.S. states to put a dedicated M&A intermediary exemption on the books. The rule was most recently amended on November 14, 2024 (published in 47 Tex. Reg. 45, November 8, 2024 publication) for housekeeping updates only: SEC cross-references and conforming citations to the recodified Texas Securities Act. The substance of the exemption was unchanged.

A structural difference from Florida. Florida’s M&A broker exemption (Florida Statute 517.061(7) and 517.12(22)) is embedded directly in the Florida Securities and Investor Protection Act, which is a statutory framework enacted by the Florida Legislature. Texas’s exemption is rule-based: 7 TAC Section 139.27 was promulgated by the Texas State Securities Board under its rulemaking authority at Tex. Gov’t Code Section 4004.001 (the underlying Texas Securities Act was recodified into Title 12 of the Government Code, Chapters 4001-4008, effective January 1, 2022). Substantively the two states reach similar outcomes, but the procedural posture differs: a statutory exemption requires legislative action to amend, while a rule-based exemption can be amended on shorter administrative timelines by the SSB. The Texas rule has been stable since 2015 with one housekeeping amendment in November 2024, but the rule-based posture is worth understanding for any compliance memo.

Texas has no state personal income tax, no state capital gains tax, and no state corporate income tax. The Texas Constitution Article VIII, Section 24-a (added by HJR 38, 86th Legislature 2019, approved by Texas voters 74.35% to 25.65% at the November 5, 2019 general election as Proposition 4) constitutionally prohibits the Texas Legislature from imposing a tax on the net incomes of individuals. The constitutional ban makes the no-individual-income-tax posture structurally permanent in a way that statutory states cannot match: changing it would require another voter-approved constitutional amendment, not a legislative session. For a Texas-resident founder selling a closely-held business, the practical result is that 100% of the seller’s federal-after-tax capital gain remains with the seller. There is no state-level tax on the gain.

The Texas franchise tax (margin tax) is the principal nuance. Texas does not impose a traditional corporate income tax. Instead, Tex. Tax Code Chapter 171 imposes a “franchise tax” on taxable entities (C-corporations, S-corporations, LLCs, partnerships other than general partnerships of natural persons, professional associations, business trusts) formed or doing business in Texas. For the 2026 report year, the no-tax-due threshold is $2,650,000 in annualized total revenue (Tex. Tax Code Section 171.006, indexed biennially). The standard rate is 0.75% of taxable margin; retail and wholesale entities pay 0.375%; the EZ computation rate is 0.331% (available to entities with total revenue under $20M). Entities below the threshold owe no franchise tax but must still file a Public Information Report (PIR) or Ownership Information Report (OIR). The franchise tax is a company-level operating tax, not a transaction-level capital gains tax. The individual or pass-through owner’s federal capital gains tax (currently 0%/15%/20% plus the 3.8% Net Investment Income Tax) is the only meaningful seller-side tax in a Texas pass-through sale.

The bottom-line seller math. A founder selling an LLC or S-corporation in Texas keeps the entire state-side spread that a California seller (up to 13.3% state tax on the gain), a New York seller (up to 10.9% plus New York City tax), or a New Jersey seller (up to 10.75%) would lose. On a $10M lower-middle-market exit, the Texas-versus-California state-tax delta alone can exceed $1.3M of net proceeds. For C-corporation sellers in a stock sale the analysis is identical: no individual or corporate gain-on-sale tax at the state level. For a C-corporation asset sale the entity-level franchise tax may apply on the proceeds margin in the report year of the sale, which is a meaningful but typically modest cost given the 0.75%/0.375% rates against capped taxable margin. The franchise tax is also one reason pass-through structures (LLC, S-corp) generally produce a cleaner net-proceeds outcome than C-corp asset sales for Texas LMM sellers.

Federal capital gains tax still applies. Sellers should not confuse the absence of Texas state-level taxes with no tax at all. The federal long-term capital gains rate is 20% for high-income taxpayers, plus the 3.8% Net Investment Income Tax where applicable (combined 23.8%). Section 1202 Qualified Small Business Stock treatment may eliminate or reduce federal capital gains on qualifying C-corporation stock held more than five years. Section 1031 exchange rules do not apply to operating-company sales (only to real estate held for investment), though structured installment sales, F-reorganizations, and rollover-equity treatment can defer or reduce federal recognition. Tax planning prior to a Texas business sale is a separate workstream from the M&A advisor’s role and should be engaged with qualified tax counsel.

7 Tex. Admin. Code Section 139.27: The Texas M&A Dealer Exemption

Effective February 16, 2015, the Texas State Securities Board adopted 7 Tex. Admin. Code Section 139.27, exempting “M&A Dealers” and their agents from the dealer and agent registration requirements of the Texas Securities Act. An “M&A Dealer” is defined under the rule as a person engaged in the business of effecting securities transactions solely in connection with a Qualifying M&A Transaction. A Qualifying M&A Transaction is the transfer of ownership and control of a Privately-Held Company (an unregistered, non-reporting operating concern) where the buyer “actively operates” the company post-closing (presumed at 25% or more voting control, or the power to elect officers or approve budgets), no public offering occurs, no shell companies are involved (with limited business-combination exceptions), and all securities received in the transaction are restricted.

The conditions on the exemption. Under 7 TAC Section 139.27, an M&A Dealer may not bind the parties to the transaction. The M&A Dealer may not provide financing for the transaction. The M&A Dealer may not handle any transaction funds. Bad-actor disqualifications apply: a person who has been disciplined or barred under federal or state securities law cannot claim the exemption. The M&A Dealer must preserve all compensation records, communications, agreements, and contracts with buyers and sellers for three years following the close of the transaction. Critically, the M&A Dealer is not required to file anything with the Texas State Securities Board to claim the exemption: it is a self-effecting exemption that operates by satisfying the rule’s conditions on each Qualifying M&A Transaction.

How the Texas rule compares to federal Section 15(b)(13). The Texas rule is independent of and complementary to federal Exchange Act Section 15(b)(13) (effective March 29, 2023). The federal exemption applies to eligible privately held companies with prior-year EBITDA below $25M or prior-year gross revenue below $250M (OR-logic, not AND). The Texas state exemption does not impose any size threshold on the eligible privately-held company, which makes the Texas state exemption broader than the federal exemption on the size dimension. The Texas rule is narrower than the federal rule on the prohibition against handling transaction funds (the federal exemption is somewhat less restrictive on certain ancillary services) and on the breadth of the bad-actor disqualification list. Both exemptions must be analyzed independently in every Texas-touching transaction.

Federal Exchange Act Section 15(b)(13)

On December 29, 2022, the Consolidated Appropriations Act, 2023 added Section 15(b)(13) to the Securities Exchange Act of 1934. The new federal M&A broker exemption became effective March 29, 2023 and superseded the prior SEC no-action letter framework (the underlying January 31, 2014 / revised February 4, 2014 SEC Division of Trading and Markets no-action letter that Texas had originally modeled its 2015 rule on). Under Section 15(b)(13), an M&A broker may facilitate the purchase or sale of an “eligible privately held company” without registering as a broker-dealer with FINRA, provided the company has prior-year EBITDA of less than $25M or prior-year gross revenue of less than $250M, and the broker reasonably believes that the acquirer will, after the transaction, control the eligible privately held company.

Two important nuances. First, Section 15(b)(13) does not preempt state securities laws. The federal exemption operates independently from state registration regimes. An M&A advisor in Texas should rely on both 7 Tex. Admin. Code Section 139.27 and Exchange Act Section 15(b)(13) where applicable, because the federal carve-out alone does not satisfy Texas dealer-registration requirements for Texas-touching deals. Second, the federal exemption applies to transactions, not to all activity of the intermediary. Anti-fraud provisions of the 1934 Act continue to apply to any securities transaction and to any M&A broker.

Practical implications for Texas sellers and buyers. A Texas M&A advisor operating under the state and federal exemptions does not need to hold a FINRA Series 79 or Series 82 license to facilitate the sale of an eligible privately held company in Texas. The advisor must not hold seller funds or securities, must not engage in registered public offerings, and must operate within the scope of both exemptions. CT Acquisitions operates under both exemptions and confines its activity to eligible private-company M&A transactions falling within their parameters. We do not hold client funds. We do not engage in public-offering activity. We do not represent ourselves as a registered broker-dealer or registered investment bank.

Texas Regional Deal Context by Metro and Industry

Texas’s M&A activity concentrates in four primary metros, each with distinct industry clusters. Understanding which buyer pools are most active in which metros materially affects the realistic outcome of any sale process. Below is the regional breakdown.

Houston

Houston is the largest M&A metro in Texas by disclosed transaction value and the dominant energy M&A market in North America. Industry clusters: energy (upstream, midstream, oilfield services, energy transition), petrochemicals, healthcare (the Texas Medical Center is the largest medical center in the world), industrial services and distribution, logistics (Port of Houston), and residential trades roll-ups in HVAC, plumbing, and landscaping. Comfort Systems USA is headquartered in Houston. Recent Texas-touching home services deals in Houston include Southern Home Services / Nick’s Plumbing & Air Conditioning (October 21, 2025) and Modigent / Southland Mechanical (December 18, 2025). Houston also recorded among the highest disclosed Texas M&A volumes in 2025 with multi-billion-dollar energy transactions, including Phillips 66 / WRB Refining ($1.4B) and Thoma Bravo / PROS Holdings ($1.4B SaaS).

Dallas/Fort Worth (DFW)

Dallas/Fort Worth has emerged as the #2 U.S. financial-services hub after New York, recently surpassing Chicago on financial-services employment and corporate density. Industry clusters: financial services, telecommunications, defense and aerospace (Lockheed Martin, Bell, Raytheon along the Alliance Corridor), insurance, business services, healthcare consolidation, IT and SaaS, distribution and e-commerce, industrial services roll-ups. Recent Texas-touching deals in DFW include United Building Solutions / DFW Mechanical Group (January 20, 2026), P3 Services / Schrader Plumbing in Dallas (disclosed March 4, 2025), Wrench Group’s long-standing Berkeys operation in Dallas/Fort Worth (founding brand since 2016), and Chemed / Roto-Rooter’s Fort Worth franchise re-acquisition (March 31, 2025).

Austin

Austin is the technology and SaaS capital of Texas, often referred to as “Silicon Hills” given its concentration of semiconductor and software talent. Industry clusters: technology and SaaS, semiconductors (Samsung’s Taylor fab, NXP’s $500M expansion, AMD’s largest U.S. design campus, Tesla-led Terafab 2026 announcement, the Texas Instruments / Silicon Labs $7.5B announcement), fintech, AI, gaming, cybersecurity, and life sciences. FirstCall Mechanical Group is headquartered in Austin. Apex Service Partners is an active acquirer in the Austin metro. The combination of corporate-relocation in-migration and venture-funded talent density makes Austin one of the highest-growth M&A markets in the U.S. Sun Belt.

San Antonio

San Antonio anchors the South Texas military, healthcare, and financial-services economy. Industry clusters: military and defense (Joint Base San Antonio is the Department of Defense’s largest joint base), healthcare and bioscience, financial services (USAA and Frost Bank are both headquartered in San Antonio), cybersecurity, energy support services, and LMM trades roll-ups in HVAC, landscaping, and residential services. San Antonio is one of the four metros where Apex Service Partners operates active sourcing.

Other Texas Metros

El Paso, the Rio Grande Valley (McAllen/Brownsville), Corpus Christi, Lubbock, Amarillo, and Waco generate steady regional LMM deal flow across construction services, healthcare services, distribution, agribusiness, and energy support services. Disclosed deal density is lower than the four major metros, but Texas’s overall regulatory and tax posture applies uniformly across the state, which means a sale in Lubbock or McAllen carries the same state-tax and dealer-registration analysis as a sale in Houston or Austin.

What to Look For in an M&A Advisor in Texas (and Red Flags)

The Texas M&A advisor and business broker market includes a wide range of quality. Some operators run rigorous, institutional-quality processes. Others functionally relist businesses on broker websites and wait for inbound. The seller (or buyer) needs to be able to distinguish between the two before signing anything. Below are the markers we would look for, and the red flags to avoid.

Green Flags

• Specific buyer references. The advisor can name actual PE platforms, family offices, or strategic acquirers they have worked with by name, with specific recent transactions in the seller’s industry. Generic “we have a network of hundreds of buyers” language without specifics is a warning sign.
• Industry-specific track record. The advisor has closed transactions in the seller’s industry within the last 24 months. M&A is industry-specific, and a strong home services advisor is not automatically a strong healthcare services advisor.
• Clear regulatory positioning. The advisor explicitly identifies the regulatory framework they operate under (7 Tex. Admin. Code Section 139.27, federal Section 15(b)(13), FINRA registration, etc.) and does not use the terms “M&A advisor” and “investment banker” interchangeably.
• Transparent fee disclosure. The advisor will tell you the fee structure in the first conversation, including retainer, success fee scale, and any other charges, without making the seller chase the information.
• Quantified buyer pool. The advisor can describe specifically how many buyers fit the seller’s profile, with rationale, rather than gesturing at “many interested parties.”
• Reasonable timing expectations. A credible sell-side advisor will quote 9 to 14 months end-to-end for a traditional process, or 4 to 7 months for a curated buyer-network-led process. Anyone quoting “we will have you closed in 60 days” on a traditional auction is overpromising.

Red Flags

• Pressure to sign immediately. Any advisor pressuring a founder to sign a 12 to 24 month exclusivity contract on the first or second call is optimizing for their own pipeline, not the seller’s outcome.
• Listing-style marketing. If the proposed marketing approach is to post the business on broker MLS sites, BizBuySell, or generic business-for-sale aggregators, the advisor is functioning as a Main Street broker, not an institutional-buyer-focused M&A advisor.
• No retainer transparency. Sell-side advisors who refuse to disclose retainer expectations in the first conversation are signaling fee opacity that will surface later in the engagement letter.
• “Confidential buyer list.” Any advisor claiming a secret buyer list that they will only share after the seller signs an exclusivity letter is selling air. Real buyer relationships should be specifically describable without naming names in the first call.
• Conflicts of interest. Some advisors collect fees from both the buyer and the seller in the same transaction without explicit disclosure. The dual-fee model is permissible with full written disclosure to all parties but problematic when undisclosed.
• Inflated value indications. Any advisor promising a transaction multiple at the high end of the range without diligence-level financial analysis is producing a marketing number, not a valuation.

Fee Structures: Buy-Side vs Sell-Side in Texas

M&A advisor fees in Texas vary by side, deal size, advisor type, and engagement structure. The dominant fee model in lower middle market sell-side work is the modified Lehman scale, in which the success fee percentage steps down as deal size grows. The Lehman scale itself dates to the 1960s; modern “double Lehman” and “modified Lehman” variants are the current norm. Below is the structural breakdown.

Sell-Side Fee Structures

The classic sell-side M&A advisor or business broker engagement in Texas includes three components.

• Retainer. $25,000 to $100,000+ at engagement signing, sometimes credited against the success fee at close, sometimes not. Larger investment-banking-grade engagements ($25M+ EBITDA) can see retainers of $100,000 to $250,000.
• Success fee. 3% to 10% of total transaction value at close, often on a Lehman or modified Lehman scale. A common modified Lehman structure: 10% on the first $1M, 8% on the second $1M, 6% on the third $1M, 4% on the fourth $1M, 2% on everything above $4M, with a minimum total fee floor (often $150K to $300K).
• Expenses. Travel, third-party costs, legal coordination, sometimes capped, sometimes not.

For a $20M Texas sell-side transaction at a representative modified Lehman scale, the success fee runs $700K to $1.2M. Add the retainer and expenses and the all-in cost to the seller is typically $750K to $1.4M.

Buy-Side Fee Structures

Buy-side engagements differ in three ways. First, the client is the buyer, not the seller. Second, the engagement typically involves sourcing multiple potential targets over a defined mandate period, not selling a single business. Third, the fee structure usually involves both retainer and success fee, with the retainer often crediting against future success fees.

• Retainer. Monthly retainer ranging from $5,000 to $25,000+ depending on mandate scope and exclusivity.
• Success fee. 1% to 5% of transaction value per closed acquisition, often on a Lehman or modified Lehman scale similar to sell-side but at a lower absolute percentage because the buy-side mandate generates multiple closings per year on a successful platform engagement.
• Mandate exclusivity. Exclusive mandates (one advisor sourcing for one platform in a defined geography and industry) command higher retainers; non-exclusive mandates command lower retainers but lower priority.

CT Acquisitions’ Fee Structure

CT Acquisitions operates a buyer-paid model on the sell-side, which means the seller’s fee is $0. The buyer pays our fee at close. The buyer-side fee is structured per engagement type. For sourced add-on acquisitions, our fee is paid at close on a percentage of transaction value, typically in the 1% to 3% range depending on deal size and mandate exclusivity. For dedicated buy-side mandates with a named acquirer, we structure as retainer plus success fee on a modified Lehman scale. The exact economics are scoped in the buy-side engagement letter.

For Texas sellers, the practical implication is straightforward. Working with us costs the seller nothing. Working with a traditional sell-side Texas M&A advisor or business broker costs the seller 3% to 10% of transaction value plus retainer. The trade-off is process scope: traditional sell-side runs broad competitive auctions; our model runs curated buyer-network introductions. For founders who fit the model, the seller-side economics are materially different.

M&a Advisor in Texas: Frequently Asked Questions

What is the difference between a business broker and an M&A advisor in Texas?

A Texas business broker typically serves Main Street deals under $5M in enterprise value, operates through listing-style marketing on platforms like BizBuySell, and represents seller-side only with a 5% to 12% success fee. An M&A advisor serves lower middle market deals in the $1M to $50M EBITDA range, runs targeted institutional-buyer outreach, and operates under both the Texas M&A Dealer Exemption (7 Tex. Admin. Code Section 139.27) and the federal Exchange Act Section 15(b)(13). The advisor’s buyer pool is institutional (PE platforms, family offices, search funds, strategic acquirers); the broker’s buyer pool is local owner-operators and first-time business buyers.

Does Texas have its own M&A broker exemption?

Yes. The Texas State Securities Board adopted 7 Tex. Admin. Code Section 139.27 (Mergers and Acquisitions Dealer Exemption) with an original effective date of February 16, 2015, making Texas one of the earliest U.S. states to put a dedicated M&A intermediary exemption on the books, approximately eight years before the federal Section 15(b)(13) framework codified the same approach at the national level. The Texas rule is rule-based (promulgated by the SSB under Tex. Gov’t Code Section 4004.001) rather than statutory. The rule was most recently amended on November 14, 2024 for housekeeping cross-reference updates only. Notably, the Texas state exemption does not impose any size threshold on the eligible privately-held company, which makes it broader than the federal Section 15(b)(13) on size, although narrower on the prohibition against handling transaction funds.

Can I sell my Texas business without paying a sell-side fee?

Yes, in some cases. The CT Acquisitions model is buyer-paid. The buyer pays our fee at close and the seller pays nothing. There is no engagement letter, no retainer, no exclusivity period, and no obligation to engage. The model is not a fit for every seller (sellers in the $20M+ EBITDA range running formal competitive auctions often still benefit from traditional sell-side representation), but for founders open to a buyer-network-led process, the seller-side economics are zero.

How does Texas’s no-income-tax posture benefit business sellers?

Texas has no state personal income tax and no state capital gains tax. For a Texas-resident founder selling a closely-held business, 100% of the federal-after-tax capital gain remains with the seller at the state level. The Texas Constitution Article VIII, Section 24-a (approved by voters 74.35% to 25.65% in November 2019) constitutionally prohibits the legislature from imposing a tax on individual net income, which makes the no-income-tax posture structurally permanent. On a $10M lower-middle-market exit, the Texas-versus-California state-tax delta alone can exceed $1.3M of net proceeds. Federal capital gains tax (currently 20% plus the 3.8% Net Investment Income Tax for high-income taxpayers) still applies independently.

Does the Texas Franchise Tax affect my business sale proceeds?

The Texas Franchise Tax (margin tax) is an entity-level operating tax, not a transaction-level capital gains tax on the seller’s gain. The 2026 no-tax-due threshold is $2,650,000 in annualized total revenue (Tex. Tax Code Section 171.006). Standard rate is 0.75% of taxable margin; retail and wholesale entities pay 0.375%; the EZ computation rate is 0.331% (available to entities with total revenue under $20M). For most LMM pass-through sales (LLC, S-corp), the individual seller’s federal capital gain is the only meaningful seller-side tax. For C-corporation asset sales, the franchise tax may apply on the proceeds margin in the report year of the sale, which is typically a modest cost given the capped margin and low rates, but it is a real cost worth modeling. Pass-through structures generally produce a cleaner net-proceeds outcome than C-corp asset sales for Texas LMM sellers.

Is Texas more seller-friendly than Florida for tax purposes?

Both states have no personal income tax and no state capital gains tax, which makes them the two most seller-friendly large-state jurisdictions in the United States alongside Tennessee, Washington, Wyoming, South Dakota, Nevada, and (with caveats) New Hampshire. The practical differences are nuanced. Texas has the Franchise Tax (margin tax), which Florida does not. Florida has a state-level corporate income tax (5.5% rate) that Texas does not. Both states constitutionally prohibit a personal income tax: Florida by historical statute, Texas by Article VIII, Section 24-a since 2019. For a pass-through LMM sale (LLC or S-corp), the seller’s net-proceeds outcome is functionally identical between Texas and Florida: federal 23.8% capital gains plus zero state-level seller tax. For C-corporation sellers, Florida applies its 5.5% corporate income tax to the entity gain on an asset sale, while Texas applies the franchise tax on margin (0.75%/0.375%) in the report year of the sale. Stock sales in both states avoid the entity-level overlay. The two states are very close to tied for seller-friendliness, with structural fact patterns determining which one is marginally more favorable in a given deal.

Which Texas-headquartered PE platforms are most active in home services M&A?

The two primary Texas-headquartered or Texas-active home services platforms are Comfort Systems USA (NYSE: FIX, headquartered in Houston) on the commercial mechanical and electrical side, and FirstCall Mechanical Group (headquartered in Austin, backed by SkyKnight Capital) on the Texas-native mechanical services side. Beyond Texas-headquartered platforms, multiple national consolidators run active sourcing across the four major Texas metros: Wrench Group (through Berkeys in Dallas/Fort Worth and Abacus in Houston, both founding brands since 2016), Southern Home Services (Nick’s Plumbing in Houston, October 2025), Modigent (Southland Mechanical in Houston, December 2025), United Building Solutions (DFW Mechanical Group, January 2026), P3 Services (Schrader Plumbing in Dallas), Chemed / Roto-Rooter (Fort Worth franchise re-acquisition, March 2025), and Apex Service Partners (active across all four major metros).

How long does a Texas M&A process take from start to close?

A traditional Texas sell-side auction typically runs 9 to 14 months end to end. A buyer-network-led curated process runs 4 to 7 months end to end (30 to 60 days to LOI, then 60 to 120 days to close). Variations depend on diligence complexity, regulatory approvals, and third-party financing.

What is an LOI?

A Letter of Intent captures the key economic terms of a proposed transaction before confirmatory diligence and definitive documentation. Typical contents: purchase price, deal structure (asset vs. stock), working capital target, cash and debt-free assumptions, rollover equity, earnouts, employment terms, exclusivity period (60 to 90 days typical), and conditions to close. Economic terms are generally non-binding; exclusivity and confidentiality are binding. Strong LOIs leave less room for retrading at close.

What is a Quality of Earnings (QoE) report?

A Quality of Earnings (QoE) report is a third-party financial diligence document, typically produced by an accounting firm specializing in transaction services, that normalizes target EBITDA and validates revenue and cost mechanics. QoEs adjust for owner add-backs, one-time items, customer or vendor concentration, and working capital trends. Buyers nearly always require a QoE for LMM transactions. Sell-side QoEs (commissioned by the seller before market) typically cost $30K to $100K.

Do M&A advisors in Texas need a FINRA license?

Not under the M&A broker exemption. 7 Tex. Admin. Code Section 139.27 (effective February 16, 2015, last amended November 14, 2024) exempts M&A Dealers from Texas state dealer-registration requirements, and federal Exchange Act Section 15(b)(13) (effective March 29, 2023) exempts M&A brokers from federal broker-dealer registration, in both cases for transactions facilitating ownership transfers of eligible privately held companies subject to no-fund-custody and no-public-offering conditions. Advisors operating outside the exemptions (for example, on transactions above the federal $25M EBITDA / $250M revenue thresholds with securities-related steps) often hold FINRA Series 79 or 82 licenses and register as dealers with the Texas State Securities Board.

What multiples do Texas lower middle market businesses sell for?

Multiples vary widely by industry, size, profitability, recurring revenue mix, customer concentration, and growth profile. Per the Pepperdine Private Capital Markets 2025 report and GF Data Q4 2024 benchmarks: residential home services platforms in the $2M to $5M EBITDA range cluster at 5x to 8x EBITDA; healthcare services and specialty pharmacy at 6x to 12x EBITDA; B2B services and distribution at 5x to 9x EBITDA; specialty construction and engineering at 4.8x to 7.5x EBITDA; energy services (a Texas-specific category) at 4x to 7x EBITDA depending on commodity exposure and recurring-services share. Add-on tuck-ins below $1M EBITDA cluster at 3x to 5x EBITDA. Platform-quality businesses with $5M+ EBITDA, recurring revenue, and clean financials command the upper end. Texas-headquartered businesses often command a modest premium relative to the national average within the same industry band due to no-state-tax exit economics and structural in-migration tailwinds.

How does a buy-side M&A engagement work?

The buyer engages the advisor under an engagement letter defining mandate scope (industry, geography, deal size, exclusivity), retainer structure (monthly or quarterly), and success fee per closed transaction. The advisor sources qualified targets, screens for fit, introduces, and supports through LOI and close. Mandate periods are typically 12 to 24 months with renewal options. Proprietary outbound sourcing commands higher fees than auction-style bid management.

Should I take rollover equity in the sale of my Texas business?

Rollover equity is a retained minority stake in the post-close entity, typically 10% to 30%. PE platforms commonly require it for seller alignment and capital efficiency. Rollover is highly value-accretive if the platform resells at a higher multiple in 5 to 7 years (historical PE pattern), value-destructive if the platform stumbles. Decision depends on the seller’s risk tolerance, liquidity needs, and post-close operating commitment.

How confidential is a Texas M&A process?

Confidentiality is structurally manageable but not absolute. Traditional broad-auction processes touch 60 to 200+ potential buyers, each of whom is under NDA but each of whom is also a potential leak point (employees, advisors, competitive intelligence). Curated buyer-network processes touch 5 to 25 parties and leak materially less. Internally, deal teams are typically limited to the founder, the CFO or trusted financial lead, and outside counsel until the LOI is signed. Customer-facing employees, vendors, and lenders are typically not informed until very late in the process or until after close.

Should I relocate to Texas before selling my out-of-state business?

This is a tax-planning question, not an M&A advisor question. Establishing Texas residency before a planned exit can eliminate state-level capital gains exposure for high-tax-state sellers (California, New York, New Jersey, Massachusetts). The process is fact-specific and high-tax states aggressively challenge convenience-of-the-taxpayer relocations. Engage qualified state and federal tax counsel at least 12 to 24 months before a planned transaction.

Is hiring a Texas-based M&A advisor better than a national firm?

Not necessarily. Geographic location matters less than buyer-pool fit, industry expertise, and process quality. A Texas-based advisor with deep Texas energy or industrial services platform relationships may be the right choice for a Texas energy services seller. A national-firm advisor with deep healthcare services platform relationships may be the right choice for a Texas healthcare services seller. The right framing is buyer access, not advisor location.

Want to Hire an M&A Advisor in Texas?

The decision to engage an M&A advisor is rarely urgent until it is. Most Texas founders and acquirers benefit from at least one exploratory conversation 12 to 24 months before a planned transaction, even if the transaction is hypothetical at that stage. The 30-minute conversation costs nothing and clarifies the realistic buyer pool, the likely multiple range, and the structural decisions (rollover, tax positioning, transaction timing) that need to be in motion before the formal process begins.

For buy-side acquirers in Texas. If you are a PE platform building add-on density, a family office sourcing direct acquisitions, a search fund operator targeting a Texas acquisition, or a strategic acquirer with a defined platform thesis, we scope buy-side mandates on a retainer-plus-success-fee basis. Mandate scoping calls are confidential and free.

For sell-side founders in Texas. If you are a Texas founder of a $1M to $50M EBITDA business considering an exit in the next 6 to 36 months, the buyer-paid model costs you nothing to explore. There is no engagement letter, no retainer, no exclusivity period, and no obligation to engage. A 30-minute confidential call gives you a specific read on the realistic buyer pool for your business and a starting-point view of likely multiple range.

Sources and References

Regulatory and statutory sources.

• 7 Tex. Admin. Code Section 139.27, Mergers and Acquisitions Dealer Exemption. Texas State Securities Board. law.cornell.edu/regulations/texas/7-Tex-Admin-Code-SS-139-27
• Texas Administrative Code primary citation, Title 7 Chapter 139 Section 139.27. txrules.elaws.us/rule/title7_chapter139_sec.139.27
• Texas State Securities Board, Exemptions from Registration overview. ssb.texas.gov/securities-professionals/regulation-securities/exemptions-registration
• Texas State Securities Board, Recent Changes to Board Rules (November 8, 2024 publication, effective November 14, 2024). ssb.texas.gov
• Tex. Gov’t Code Chapter 4004 (rulemaking authority for the State Securities Board). statutes.capitol.texas.gov/Docs/GV/htm/GV.4004.htm
• Texas Constitution Article VIII, Section 24-a (prohibition on individual income tax, added by HJR 38 / Proposition 4, 2019). statutes.capitol.texas.gov/Docs/CN/htm/CN.8/CN.8.24-a.htm
• Texas Proposition 4, Prohibit State Income Tax on Individuals Amendment (2019). Ballotpedia. ballotpedia.org
• Texas Comptroller of Public Accounts, Franchise Tax overview (2026 no-tax-due threshold and rate structure). comptroller.texas.gov/taxes/franchise
• Securities Exchange Act of 1934, Section 15(b)(13), Federal M&A Broker Registration Exemption (effective March 29, 2023). Codified via Consolidated Appropriations Act, 2023 (H.R. 2617).
• SEC Division of Trading and Markets, M&A broker exemption guidance. sec.gov/divisions/marketreg

Market data and benchmarks.

• IBBA Market Pulse Q4 2025. International Business Brokers Association and M&A Source. ibba.org/resource-center/industry-research
• Pepperdine Private Capital Markets Report 2025. Pepperdine Graziadio Business School. bschool.pepperdine.edu/pcmsurvey
• GF Data Q4 2024 Valuation Report. GF Data Resources LLC. gfdata.com
• Capstone Partners Industry M&A Coverage 2025. capstonepartners.com/insights
• S&P Global Market Intelligence PE Add-On Reporting H1 2025. spglobal.com/marketintelligence
• William & Wall, Q3 2025 Texas M&A Insights (Texas deal volume coverage). williamandwall.com/texas
• Federal Reserve Bank of Dallas, regional economic profile. dallasfed.org

Texas-active platform primary sources.

• Comfort Systems USA Inc. SEC filings (NYSE: FIX), Form 10-K and Form 10-Q. investors.comfortsystemsusa.com
• Comfort Systems USA corporate site. comfortsystemsusa.com
• FirstCall Mechanical Group corporate site. firstcallmechanical.com
• Wrench Group corporate site (Berkeys and Abacus founding-brand history). wrenchgroup.com
• Gryphon Investors, Southern Home Services / Nick’s Plumbing Houston acquisition release (October 21, 2025). gryphon-inv.com
• Modigent, Southland Mechanical Houston acquisition release (December 18, 2025). modigent.com
• AE Industrial Partners / United Building Solutions, DFW Mechanical Group acquisition release (January 20, 2026). aeroequity.com
• Chemed Corporation / Roto-Rooter, San Francisco and Fort Worth franchise re-acquisition release (March 31, 2025). stocktitan.net
• P3 Services, multiple strategic acquisitions release referencing Schrader Plumbing (March 4, 2025). prnewswire.com
• Apex Service Partners corporate site and Alpine Investors platform launch reference. alpineinvestors.com

Industry and trade press.

• PE Hub, PrivSource, Bloomberg, S&P Global Market Intelligence, BusinessWire, PR Newswire, GlobeNewswire.
• ACHR News, Contracting Business, HVACR Business, Plumbing & Mechanical, phcppros.

Disclaimer

This page is informational only. Nothing on this page constitutes investment advice, legal advice, tax advice, or a solicitation to buy or sell any business or security. CT Strategic Partners LLC (operating as CT Acquisitions) is not a registered broker-dealer and is not a registered investment adviser. CT Acquisitions operates under the M&A broker registration exemptions provided by 7 Tex. Admin. Code Section 139.27 (Texas State Securities Board) and Section 15(b)(13) of the Securities Exchange Act of 1934. CT Acquisitions does not hold client funds or securities and does not engage in public-offering activity.

Mention of any sponsor, platform, or transaction in this article reflects publicly disclosed activity only. Inclusion does not imply any current or prior advisory relationship between CT Strategic Partners LLC and the named entity, nor any endorsement of the named entity by CT Strategic Partners LLC. References to “publicly active acquirers in Texas” describe disclosure activity in the public record, not mandate relationships. The Q3 2025 Texas deal-volume figure of approximately 195 transactions and $39.9B in disclosed value is cited per industry coverage (William & Wall) and should be cross-referenced to primary aggregators (S&P Capital IQ, PitchBook, Mergermarket) before reuse as a sourced statistic. Any business sale, acquisition, or related transaction decision should be made with the assistance of qualified M&A counsel, tax advisors, and where applicable, registered investment-banking or licensed brokerage representation.

Statutory and rule references reflect Texas law and federal securities law as of May 17, 2026. Statutes, regulations, administrative rules, and exemption thresholds may change. This page will be updated periodically.