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

Illinois sits at the center of Midwest lower middle market M&A activity. Chicago is the second-largest U.S. private equity hub after New York, with roughly 350 to 400 active PE firms managing an estimated $450B to $500B in aggregate assets under management. The state hosts the headquarters of GTCR, Madison Dearborn Partners, Thoma Bravo, Adams Street Partners, Wind Point Partners, Wynnchurch Capital, The Vistria Group, Sterling Partners, McNally Capital, BDT & MSD Partners, and a long bench of dedicated lower middle market sponsors. Illinois also enacted its own M&A broker exemption in 2016, well before the federal exemption arrived in 2023. For founders running $1M to $50M EBITDA businesses in Illinois, and for acquirers building platforms with Illinois add-on density, 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 Illinois, 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 an Illinois 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 and primary source material.

What an M&A Advisor Does in Illinois

An M&A advisor in Illinois 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 Illinois is structurally identical to the role anywhere else in the United States, with three Illinois-specific overlays. The first overlay is regulatory: Illinois has its own state-level M&A broker registration exemption (Ill. Admin. Code tit. 14 § 130.830, authorized by 815 ILCS 5/4(I)) that operates in parallel with the federal Section 15(b)(13) exemption. The second overlay is tax: Illinois imposes a flat 4.95% individual income tax on all gain (no preferential long-term capital gains rate), and a combined 9.5% effective rate on C-corp asset sales (7% corporate income tax plus a 2.5% Personal Property Replacement Tax). The third overlay is market density: the Chicago metro is the second-largest private equity center in the country, which means an Illinois-based seller often has access to a deeper natural buyer pool than a seller in a less platform-dense state, and an Illinois-based acquirer building a Midwest platform is operating in the deepest sponsor ecosystem in the region.

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 an Illinois business broker in the Main Street sense, which is the next distinction worth drawing.

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

The three roles overlap in popular usage but separate cleanly along four axes: deal size, regulatory status, fee model, and engagement structure. Illinois 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. Real estate brokerage license in some IL transactions; 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 Ill. Admin. Code 14 § 130.830 (state) and federal Exchange Act 15(b)(13) M&A broker exemptions (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 state 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. An Illinois 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. The M&A broker exemption (federal and state) 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. Illinois went further than most states by codifying its own version of that exemption in 2016, before the federal rule existed. 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 Illinois

On the buy-side, we work with acquirers building lower middle market platforms through add-on acquisitions in Illinois 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 Illinois. 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 an Illinois-headquartered or Illinois-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. PremiStar, the Partners Group-backed national HVAC platform headquartered in Deerfield, Illinois, expanded its Illinois footprint with the acquisition of the Dahme Mechanical HVAC services division (Countryside, Illinois) on March 4, 2025. Wind Point Partners, headquartered in Chicago, established the Zone Climate Services platform in April 2021 through the acquisition of Zone Mechanical (Chicago) and has continued to build refrigeration and HVAC services density across the Midwest. These platforms run sourcing programs that combine internal corporate-development teams with external buy-side M&A advisors. Illinois-based add-on targets are particularly active because both Chicago-area headquarters and adjacent Midwest platform operators routinely treat the Chicago metro as the dense center of their sourcing maps.

Search Fund Acquisitions

Search funders raise capital from investors specifically to acquire and operate a single privately held business. The University of Chicago Booth School of Business is one of the leading academic feeders into the search fund ecosystem, and Chicago-area search activity is correspondingly meaningful. 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, niche manufacturing, healthcare services, niche software) within defined Illinois metro geographies, with a particular emphasis on succession-driven sellers in the 60-plus age cohort whose businesses are concentrated in the Chicago collar counties and Northern Illinois.

Family Office Direct Acquisitions

Family offices in Illinois (concentrated in Chicago’s North Shore, Lincoln Park, Gold Coast, Hinsdale, and Lake Forest) increasingly pursue direct private-company acquisitions rather than allocating exclusively to PE fund commitments. BDT & MSD Partners (formed by the 2023 merger of Byron Trott’s BDT Capital Partners and Michael Dell’s MSD Partners) is a Chicago-anchored institutional advisor and investor focused specifically on family-owned business owners, and its presence has helped normalize the family-office direct-acquisition path in the Midwest. 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. Crete United, a Ridgemont Equity Partners-backed national mechanical and electrical services platform, expanded its Chicago-area footprint on November 20, 2024 with the acquisition of Hartwig Mechanical, a third-generation family business headquartered in Harvard, Illinois with a fabrication facility in Loves Park, Illinois. Republic Electric Company (a Graycliff Partners portfolio company headquartered in Davenport, Iowa) combined with T.F. Ehrhart of Quincy, Illinois on February 13, 2025, creating one of the largest Midwest distributors of Johnson Controls HVAC equipment. 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 Illinois

On the sell-side, M&A advisors in Illinois 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 Illinois 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. An Illinois 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 IL 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

Illinois-Specific M&A Activity in 2025-2026

Illinois produces a disproportionate share of disclosed lower middle market M&A activity, both as a buyer headquarters and as a transaction target geography. The Chicago metro consistently ranks as the second-largest U.S. private equity hub after New York, with roughly 350 to 400 active PE firms managing an estimated $450B to $500B in aggregate AUM. The city’s PE ecosystem traces back in part to First Chicago Corporation’s principal investing operations in the 1980s and early 1990s, which seeded Madison Dearborn, GTCR, and several other top-tier firms. Below is the institutional context, followed by four verified Illinois transactions with primary-source citations.

Illinois-Headquartered PE Firms (Institutional Context)

GTCR. Headquartered in Chicago. Approximately $50B in aggregate capital raised. Control investments in healthcare, financial services and technology, information services and technology, and growth business services. GTCR’s “Leaders Strategy” targets recurring-revenue platforms with strategic add-on roadmaps. Platform check sizes are typically $100M to $1B+, but add-on transactions within GTCR portfolio companies often fall squarely within the lower middle market band.

Madison Dearborn Partners. Headquartered in Chicago. Approximately $31B AUM and roughly $36B raised cumulatively across 160+ investments since 1992. Focus on software, financial services, healthcare, and telecommunications. Large-cap focus, with LMM relevance largely through portfolio-company add-ons rather than direct platform creation.

Thoma Bravo. Headquartered in Chicago, with offices in San Francisco, Miami, and London. Approximately $179.3B AUM. Focus on software and technology buyouts at the large-cap end of the market. Not a typical buyer for sub-$50M EBITDA Illinois businesses outside enterprise software, but a meaningful institutional anchor in the Chicago PE community.

Wynnchurch Capital. Headquartered in Rosemont, Illinois (Chicago suburb). Approximately $9B AUM. Founded 1999. Focus on middle-market companies in transition: corporate carve-outs, underperforming companies, and special situations. Typical transactions in the $50M to $750M enterprise value range, with multiple Illinois-based portfolio companies across industrial and services categories.

Wind Point Partners. Headquartered in Chicago. Approximately $5B AUM. Focus on middle-market buyouts in industrial services, consumer, and business services. Wind Point established the Zone Climate Services refrigeration and HVAC platform through the April 2021 acquisition of Zone Mechanical in Chicago. Typical platform size $25M to $300M enterprise value, which places Wind Point directly in the LMM sweet spot for Illinois sellers.

The Vistria Group. Headquartered in Chicago. Approximately $17B AUM after closing the $3B Fund V in 2024. Focus on healthcare, education, and financial services with a social-impact orientation. Active investor in middle-market healthcare services platforms with meaningful Midwest density.

Sterling Partners. Headquartered in downtown Chicago. Approximately $4B AUM. Founded 1983. Middle-market growth capital in healthcare services and business services. Equity check sizes of $5M to $150M place Sterling Partners directly in the lower middle market band. (Note: Sterling Partners is a separate firm from Sterling Investment Partners, which is headquartered in Westport, Connecticut.)

McNally Capital. Headquartered in Chicago. Approximately $1B AUM. Lower middle market control investments in family- and founder-owned businesses. Launched Foundral in 2025, a union-backed mechanical contracting roll-up platform. Explicit LMM focus.

Adams Street Partners. Headquartered in Chicago. Approximately $62B AUM. Primarily a fund-of-funds, secondaries, and co-investment investor, with some direct LMM activity. Important Chicago institutional anchor but not a typical direct buyer for individual LMM transactions.

BDT & MSD Partners. Headquartered in Chicago on the BDT side (Byron Trott) and New York on the MSD side (Michael Dell). Approximately $70B AUM following the 2023 merger. Roughly 95% of investor base is family offices, foundations, and business owners. Advised on landmark family-owned transactions including the Yvon Chouinard / Patagonia restructuring and a range of sports and consumer franchise transactions. Not a typical sub-$50M EBITDA direct buyer, but a defining presence in Chicago’s family-business advisory ecosystem.

Chicago Capital Partners. Headquartered in Chicago. Control investments in lower middle market companies with $2M to $10M EBITDA across business services, consumer products, distribution, food and beverage, and niche manufacturing. Pure LMM focus.

These are publicly active acquirers and institutional anchors in Illinois disclosed via firm websites and standard PE-tracking sources. The phrase “publicly active acquirers” is precise: we are referencing firms with documented Illinois deal flow or headquarters presence in the public record, not asserting any current advisory relationship between CT Acquisitions and any named entity.

Verified Illinois Transactions (2021-2025)

Wind Point Partners acquired Zone Mechanical (Chicago, IL) on April 8, 2021. Wind Point’s Chicago office acquired Zone Mechanical, a refrigeration and HVAC service company founded in 2002 by Frank Petrosino and Dan Palubiak with operations across Illinois, Wisconsin, Indiana, and Michigan. The transaction established the Zone Climate Services platform for refrigeration and HVAC service roll-ups. NXT Capital provided financing; Kirkland & Ellis served as legal counsel.

PremiStar acquired the Dahme Mechanical HVAC services division on March 4, 2025. PremiStar, the Partners Group-backed national HVAC platform headquartered in Deerfield, Illinois, acquired the HVAC services division of Dahme Mechanical Industries (Countryside, Illinois), a family-owned commercial and residential mechanical contractor. The carve-out transferred Dahme’s HVAC services employees and commercial customer base to PremiStar’s Frankfort, Illinois operations. The deal is a clean example of an Illinois-headquartered, PE-backed platform acquiring an Illinois family-owned target.

Crete United (Ridgemont Equity Partners portfolio) acquired Hartwig Mechanical (Harvard, IL) on November 20, 2024. Crete United, the Ridgemont Equity Partners-backed national mechanical and electrical services platform, added Hartwig Mechanical, a third-generation family business founded in 1958 and headquartered in Harvard, Illinois, with a fabrication facility in Loves Park. The acquisition added plumbing capability to Crete United’s existing HVAC and electrical Illinois services and extended the platform’s service area across Northern Illinois, the North Side of Chicago, and Southern Wisconsin. BaseRock Partners served as sell-side advisor to Hartwig.

Republic Electric Company (Graycliff Partners portfolio) combined with T.F. Ehrhart (Quincy, IL) on February 13, 2025. Republic Electric, a Graycliff Partners portfolio company headquartered in Davenport, Iowa, combined with T.F. Ehrhart of Quincy, Illinois, a distributor of residential and commercial HVAC equipment and parts (Luxaire, Bosch, Samsung, among others) operating four branches across Illinois and Missouri. The merger created one of the largest Midwest distributors of Johnson Controls HVAC equipment. Useful as a downstate Illinois example that balances the Chicago-area weighting of the other three transactions.

Illinois Deal Velocity and Midwest Concentration

Chicago consistently ranks as the second or third largest U.S. metro for lower middle market PE deal flow, behind New York and roughly comparable with Los Angeles depending on the dataset and year. Within Illinois, deal flow concentrates heavily in HVAC, mechanical, plumbing, and electrical contracting (driven by the Chicago metro and Northern Illinois platform builders), precision manufacturing and fabricated metals (concentrated in Rockford, Peoria, the Quad Cities, and the Chicago suburbs), industrial distribution, healthcare services consolidation (multi-site physician practices, dental DSOs, home health, behavioral health) across the Chicago metro, logistics and freight brokerage and 3PL (driven by Chicago’s status as the only U.S. city where all six Class I railroads meet at two interchange points), and professional services and IT-managed services. Capstone Partners and similar industry trackers have separately reported continued multiple expansion in trade-services M&A through 2025, with Midwest platforms among the named contributors.

Illinois Tax and Regulatory Context for Business Sales

Illinois has its own state-level M&A broker registration exemption, and that exemption predates the federal rule by nearly seven years. The state context is unusual: rather than relying on federal preemption or a generic no-action posture, Illinois explicitly built a state-level framework for M&A broker activity in 2016. Sellers and buyers transacting in Illinois should understand that the federal Section 15(b)(13) exemption does not preempt state law, so an M&A advisor operating in Illinois must qualify under both regimes when the transaction involves Illinois-domiciled parties.

Ill. Admin. Code tit. 14 § 130.830: The Illinois M&A Broker Exemption

Effective September 1, 2016, the Illinois Securities Department adopted Section 130.830 of Title 14 of the Illinois Administrative Code, titled “Registration Exemption for Merger and Acquisition Brokers Pursuant to Section 4(I) of the Act.” The rule is authorized by 815 ILCS 5/4(I) (the Illinois Securities Law of 1953, Section 4(I)), which delegates rulemaking authority over registration exemptions to the Secretary of State. The Illinois rule defines a “merger and acquisition broker” as any broker, and any person associated with a broker, engaged in the business of effecting securities transactions solely in connection with the transfer of ownership of an eligible privately held company.

To qualify, the company must meet two conditions. First, it must have no class of securities registered, or required to be registered, with the SEC under Section 12 of the Securities Exchange Act of 1934. Second, in the fiscal year ending immediately before the fiscal year in which the M&A broker is initially engaged, the company must have had either earnings before interest, taxes, depreciation, and amortization (EBITDA) of less than $25,000,000, or gross revenues of less than $250,000,000. Either threshold satisfies eligibility; both do not need to be met. The Illinois thresholds mirror the federal Section 15(b)(13) thresholds exactly.

Several conditions disqualify an M&A broker from relying on the Illinois exemption. The broker may not hold custody, control, or possession of funds or securities being exchanged. The broker may not engage in public offerings of securities required to be registered under the Securities Act of 1933 or the Illinois Securities Law. The broker may not participate in a transaction involving a shell company (other than a business-combination-related shell). The broker may not facilitate a transaction in which the buyer would not actually control and manage the business post-close (the “passive investor” carve-out). The broker may not be subject to a suspension or revocation of registration, a statutory disqualification under Section 3(a)(39) of the Securities Exchange Act of 1934, or a final order described in Section 15(b)(4)(H) of the Exchange Act. The broker must also reasonably believe that, upon consummation, any acquiring person will control and be active in the management of the company.

Federal Exchange Act Section 15(b)(13) and the Illinois Interaction

On December 29, 2022, the Consolidated Appropriations Act, 2023 added Section 15(b)(13) to the Securities Exchange Act of 1934. The federal M&A broker exemption became effective March 29, 2023 and superseded the prior SEC no-action letter framework. 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 the acquirer will, after the transaction, control the eligible privately held company.

Two important nuances for Illinois. First, Section 15(b)(13) does not preempt state securities laws. An Illinois transaction therefore requires the M&A broker to qualify under both the federal exemption and the Illinois rule (Section 130.830). The structural symmetry between the two regimes makes the dual qualification straightforward in practice, but it is not automatic, and an advisor should be able to articulate qualification under both. 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, whether or not the broker is otherwise exempt from registration.

Practical implications for Illinois sellers and buyers. An M&A advisor in Illinois operating under the federal and state 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 Illinois. 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. The regulator for the Illinois exemption is the Illinois Securities Department, which sits under the Office of the Illinois Secretary of State.

Illinois Tax Treatment of Business Sales

Illinois is a flat-rate state on personal income. The current individual rate is 4.95% on all taxable income, with no preferential rate for long-term capital gains. Gain on the sale of a business held by an Illinois-resident individual is therefore taxed at the same 4.95% rate as ordinary salary income at the state level. The federal long-term capital gains rate (20% for high-income taxpayers, plus the 3.8% net investment income tax where applicable) continues to apply on top of the state rate. Illinois conforms to federal IRC Section 1202 (Qualified Small Business Stock), so federal QSBS exclusions flow through to the Illinois return for qualifying C-corp stock held more than five years.

The corporate side of the Illinois rate stack is materially higher. Illinois imposes a 7.0% corporate income tax plus a 2.5% Personal Property Replacement Tax on C-corporations, for a combined 9.5% state-level rate on C-corp income. For pass-through entities (S-corps, partnerships, trusts), Illinois imposes a 1.5% Personal Property Replacement Tax at the entity level, and the underlying ordinary income then passes through to individual returns at the 4.95% flat rate. A typical pass-through business sale therefore carries an effective state-level burden of roughly 4.95% to 6.45% depending on entity type and gain character. For C-corp asset sales, the 9.5% combined Illinois rate is among the highest corporate burdens in the Midwest and materially affects structuring economics on $25M+ transactions.

The Illinois retirement-income exemption does not apply to business sale gains. Illinois exempts most qualified retirement income (pensions, IRAs, 401(k) distributions, Social Security) from the 4.95% individual income tax, which is unusually generous by national standards. But business sale gains are not retirement income for this purpose. A founder who treats a planned exit as a “retirement event” should not assume the retirement exemption shields the proceeds. It does not.

Regional tax positioning matters for Illinois founders considering a pre-sale domicile change. Illinois sits between high-tax Wisconsin (7.65%) and Minnesota (9.85%) to the north and low-tax Indiana (3.0%), Ohio (3.5%), and Kentucky (4.0%) to the east and south. For an Illinois founder with $5M+ of expected gain on a non-QSBS transaction, the math on a pre-sale change of domicile to Indiana or Kentucky can be material. The process is fact-specific and high-tax states aggressively challenge convenience-of-the-taxpayer relocations. Tax planning prior to an Illinois business sale is a separate workstream from the M&A advisor’s role and should be engaged with qualified state and federal tax counsel.

Illinois Regional Deal Context by Metro and Industry

Illinois M&A activity concentrates very heavily in the Chicago MSA, with smaller but real deal flow across the downstate metros and the Metro East counties. The Chicago MSA accounts for roughly 75% of the state’s population and a higher share of its revenue base, GDP, and disclosed M&A volume. Multi-state platform acquirers generally treat Illinois as “Chicago plus opportunistic add-ons elsewhere in the state.” Below is the regional breakdown.

Chicago-Naperville-Elgin MSA

The Chicago MSA is the third-largest U.S. metropolitan area by population at roughly 9.4M residents and the single deepest LMM PE ecosystem in the Midwest. Industry clusters: financial services (CME Group, Citadel, CNA Financial, Discover, Morningstar, Nuveen), healthcare services (multi-site physician practices, dental DSOs, home health, behavioral health), home services and mechanical contracting consolidation (HVAC, plumbing, electrical, roofing), transportation and logistics (Chicago is the only U.S. city where all six Class I railroads meet at two interchange points; O’Hare is the most-connected U.S. airport), industrial distribution, professional services and staffing, IT-managed services, food processing and food & beverage, and life sciences and biotech (anchored by Argonne National Lab and Fermilab). Chicago-based sellers in residential trades have the deepest natural buyer pool of any Illinois metro because the local PE concentration creates relationship density and operating familiarity at the platform level. Healthcare services consolidation is also highly active across the Chicago collar counties.

Rockford MSA

Rockford concentrates manufacturing, particularly aerospace components, machine tools, fabricated metals, and precision machining. The MSA population is roughly 333,000. Deal flow is real but materially smaller in volume than Chicago, with most transactions involving strategic or PE-backed industrial platforms rolling up Midwest manufacturing capacity rather than local-only buyers.

Peoria MSA

Peoria is best known as the long-time headquarters market of Caterpillar Inc. and a center for heavy machinery, agricultural equipment, and food processing. The MSA population is roughly 396,000. Deal flow in Peoria tends to concentrate in industrial supply, niche manufacturing, agricultural services, and equipment distribution, often into strategic acquirers with national footprints.

Springfield MSA

Springfield is the state capital and concentrates government, healthcare, insurance, and professional services. The MSA population is roughly 207,000. M&A activity is steady but smaller-volume, with healthcare services and professional services as the primary categories.

Champaign-Urbana MSA

Champaign-Urbana is anchored by the University of Illinois at Urbana-Champaign, which has produced a meaningful technology and ag-tech startup ecosystem along with a growing services economy. The MSA population is roughly 234,000. Deal flow includes niche software, ag-tech, professional services, and university-adjacent commercial real estate and services activity.

Metro East (Illinois Portion of St. Louis MSA)

The Illinois-side counties of the St. Louis MSA (St. Clair, Madison, Monroe, Bond, and Clinton) have an estimated population of roughly 700,000 and produce real deal flow in distribution, logistics, construction services, and manufacturing. Most Metro East transactions involve Midwest-regional buyers rather than Chicago-headquartered platforms.

Other Illinois Areas

The Quad Cities (Illinois side: Rock Island, Moline, East Moline) anchor a meaningful equipment-manufacturing and ag-machinery cluster, with John Deere headquartered just across the river in Moline, Iowa. Bloomington-Normal (insurance, agriculture, education) and Decatur (food processing, anchored by Archer Daniels Midland) produce intermittent disclosed deal flow. The downstate Illinois economy outside the named MSAs generates lower disclosed deal density but real activity in agriculture services, construction, and regional industrial supply.

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

The Illinois 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 (Illinois M&A broker exemption under Section 130.830, federal Section 15(b)(13), FINRA registration where applicable) 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’ll 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 Illinois

M&A advisor fees in Illinois 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 Illinois 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 Illinois 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 Illinois sellers, the practical implication is straightforward. Working with us costs the seller nothing. Working with a traditional sell-side Illinois 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 Illinois: Frequently Asked Questions

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

An Illinois 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 the M&A broker exemption (Ill. Admin. Code 14 § 130.830 and 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 Illinois have its own M&A broker exemption?

Yes. Illinois adopted Ill. Admin. Code tit. 14 § 130.830, “Registration Exemption for Merger and Acquisition Brokers Pursuant to Section 4(I) of the Act,” effective September 1, 2016. The rule is authorized by 815 ILCS 5/4(I) of the Illinois Securities Law of 1953 and is administered by the Illinois Securities Department, which sits under the Office of the Illinois Secretary of State. Illinois adopted the exemption nearly seven years before the federal Section 15(b)(13) exemption became effective in March 2023, which makes Illinois one of the longer-running explicit-state-exemption regimes in the country.

How does the Illinois exemption compare to the federal Section 15(b)(13) exemption?

The two regimes share the same thresholds: prior-year EBITDA under $25M or prior-year gross revenue under $250M (either threshold satisfies eligibility). Both require the broker to reasonably believe the acquirer will control and actively manage the company post-close. Both prohibit fund or securities custody and public-offering activity. The critical practical point is that federal Section 15(b)(13) does not preempt state securities laws. An Illinois M&A transaction therefore requires the broker to qualify under both regimes. The structural symmetry between the Illinois rule and the federal rule makes the dual qualification straightforward, but it is not automatic, and an advisor should be able to articulate qualification under both.

Can I sell my Illinois 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 long does an Illinois M&A process take from start to close?

A traditional Illinois 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.

Does Illinois tax capital gains on the sale of a business?

Yes. Illinois taxes capital gains as ordinary income at the flat 4.95% individual rate. There is no preferential long-term capital gains rate at the state level. Federal long-term capital gains tax (currently 20% for high-income taxpayers, plus 3.8% net investment income tax where applicable) still applies on top of the Illinois rate. Illinois conforms to federal IRC §1202 (Qualified Small Business Stock), so federal QSBS exclusions flow through to the Illinois return for qualifying C-corp stock held more than five years. The Illinois retirement-income exemption does not apply to business sale gains.

What is the Illinois Personal Property Replacement Tax and does it affect business sales?

The Personal Property Replacement Tax is a state-level tax on the income of corporations, partnerships, and trusts originally enacted to replace local-government revenue lost when the corporate personal property tax was abolished. For C-corporations, the rate is 2.5%, which stacks on top of the 7.0% Illinois corporate income tax for a combined 9.5% effective rate at the entity level. For pass-through entities (S-corps, partnerships, trusts), the rate is 1.5% at the entity level, with the underlying income then flowing through to individual returns at the 4.95% personal rate. The replacement tax does affect business sale economics, particularly on C-corp asset sales where the full 9.5% combined rate applies to the gain at the entity level before any distribution. For pass-throughs, the additional 1.5% raises the effective state burden to roughly 6.45% on the gain. Structuring (stock vs. asset sale, F-reorganization, rollover equity) materially affects the result and should be planned with qualified tax counsel.

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

Not under the M&A broker exemption. Ill. Admin. Code 14 § 130.830 (effective September 1, 2016) and Exchange Act Section 15(b)(13) (effective March 29, 2023) exempt M&A brokers from broker-dealer registration when facilitating eligible private-company ownership transfers, subject to no-fund-custody and no-public-offering conditions. Advisors operating outside the exemption (e.g., on transactions above the $25M EBITDA / $250M revenue thresholds with securities-related steps) often hold FINRA Series 79 or 82 licenses.

Why is Chicago a major M&A market despite higher tax rates?

Chicago’s M&A density is driven primarily by capital concentration, not tax efficiency. The metro is the second-largest U.S. private equity hub by firm count and AUM, with deep specialization in software, healthcare, industrial services, financial services, and logistics. The Chicago PE ecosystem traces back to First Chicago Corporation’s principal investing operations in the 1980s and early 1990s, which seeded Madison Dearborn, GTCR, and several other top-tier firms. The University of Chicago and Northwestern University Kellogg both feed sophisticated talent into the local PE and search-fund ecosystems. The state’s higher tax burden is a real consideration for individual founders but does not materially reduce institutional deal flow because most institutional buyers are not Illinois-tax-resident at the entity level. For Illinois-resident individual sellers, the tax delta is best addressed through pre-sale structuring or, where warranted, pre-sale domicile change with qualified tax counsel.

What multiples do Illinois lower middle market businesses sell for?

Multiples vary widely by industry, size, profitability, recurring revenue mix, customer concentration, and growth profile. Industry trackers including Pepperdine Private Capital Markets, GF Data, and Capstone Partners publish ranges that broadly cluster as follows for lower middle market sellers: residential home services platforms in the $2M to $5M EBITDA range 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. 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. Illinois-headquartered businesses generally trade in line with the national average within the same industry band, with no consistent Midwest premium or discount.

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.

Which Illinois-based PE firms are most active in lower middle market home services?

Several Chicago-headquartered firms are particularly active in or adjacent to lower middle market home services and industrial services. Wind Point Partners built the Zone Climate Services refrigeration and HVAC platform from a Chicago base starting in April 2021. McNally Capital launched Foundral in 2025 as a union-backed mechanical contracting roll-up. Sterling Partners and Chicago Capital Partners operate squarely in the LMM band across business services and related categories. Wynnchurch Capital (Rosemont, Illinois) operates in middle-market industrial transitions, and The Vistria Group is active in healthcare services. Larger Chicago firms (GTCR, Madison Dearborn, Thoma Bravo) typically do not directly acquire sub-$50M EBITDA Illinois businesses but frequently buy through portfolio-company add-ons. Out-of-state platforms (PremiStar headquartered in Deerfield, Illinois under Partners Group; Crete United under Ridgemont Equity Partners; Republic Electric under Graycliff Partners) also represent meaningful active Illinois buyers.

Should I take rollover equity in the sale of my Illinois 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 an Illinois 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.

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

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

Want to Hire an M&A Advisor in Illinois?

The decision to engage an M&A advisor is rarely urgent until it is. Most Illinois 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 Illinois. If you are a PE platform building add-on density, a family office sourcing direct acquisitions, a search fund operator targeting an Illinois 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 Illinois. If you are an Illinois 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.

• Ill. Admin. Code tit. 14, Part 130, Subpart H, Section 130.830, “Registration Exemption for Merger and Acquisition Brokers Pursuant to Section 4(I) of the Act.” law.cornell.edu/regulations/illinois/Ill-Admin-Code-tit-14-SS-130.830
• Illinois General Assembly, Joint Committee on Administrative Rules, Section 130.830 rulemaking record. ilga.gov/commission/jcar/admincode/014
• 815 ILCS 5/4(I), Illinois Securities Law of 1953 (delegation of rulemaking authority to the Secretary of State, Securities Department).
• 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
• Illinois Secretary of State, Securities Department. ilsos.gov/departments/securities
• Illinois Department of Revenue, Tax Bulletin FY 2026-15. tax.illinois.gov/research/publications/bulletins/fy-2026-15.html
• Tax Foundation, Illinois state tax data. taxfoundation.org/location/illinois

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
• Crain’s Chicago Business Private Equity Firms List. chicagobusiness.com/business-data-lists
• U.S. Census Bureau, Population Estimates Program, Metropolitan and Micropolitan Statistical Areas. census.gov
• Illinois Department of Commerce & Economic Opportunity, Key Industries. illinoisedc.org/key-industries

Illinois-active platform primary sources.

• Wind Point Partners, “Wind Point Partners Acquires Zone Mechanical” (April 8, 2021). wppartners.com/wind-point-partners-acquires-zone-mechanical
• PremiStar, “PremiStar Expands in Illinois With Acquisition of the HVAC Services Division of Dahme Mechanical” (March 4, 2025). premistar.com
• Contracting Business, “PremiStar Expands in Illinois With Acquisition of the HVAC Services Division of Dahme Mechanical.” contractingbusiness.com
• Crete United, “Crete United Expands Service Area and Adds Plumbing Capabilities to the Chicago Area With Hartwig Mechanical” (November 20, 2024). creteunited.com
• BaseRock Partners, “BaseRock Partners Advises Hartwig Mechanical, Inc. on Its Sale to Crete United, a Portfolio Company of Ridgemont Equity Partners.” baserockpartners.com
• Graycliff Partners, “Republic Electric and T.F. Ehrhart” (February 13, 2025). graycliffpartners.com/news/republic-tfehrhart
• Modern Distribution Management, “Republic Companies, T.F. Ehrhart Merge to Expand HVAC and Electrical Distribution Footprint.” mdm.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 Ill. Admin. Code tit. 14 § 130.830 (authorized by 815 ILCS 5/4(I)) 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 Illinois” describe disclosure activity in the public record, not mandate relationships. 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 references reflect the law as of May 17, 2026. Statutes, regulations, and exemption thresholds may change. This page will be updated periodically.