# Project Firebreak: Confidential Information Summary

> **SAMPLE / FICTIONAL.** Created for an Ars Futura AI working session. The company, sponsor, people and numbers are invented. This is not an offer and not investment advice.

**Prepared by:** Bracken Ferry Partners (fictional independent sponsor)
**Date:** October 2026
**Equity raise:** $17.6M from family offices and individuals
**Your requested commitment:** $5.0M (minimum $2.5M)

All figures in US$ millions unless noted.

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## 1. The opportunity

Bracken Ferry Partners is acquiring 100% of Bramblecrest Fire & Safety Services, Inc. ("Bramblecrest"), a commercial fire and life safety services company in the Mid-Atlantic, at 6.0x TTM adjusted EBITDA. We are inviting a small group of family offices to co-invest in the equity.

Why we like it:

- **Demand is required by code.** Commercial buildings must have fire sprinklers, alarms and suppression systems inspected on a fixed schedule.
- **68% recurring revenue** from inspection, testing and maintenance contracts and monitoring.
- **9,400 customer sites** across Maryland, Virginia, Washington DC and southern Pennsylvania.
- **A fragmented market** with many owner-operated competitors, ready for tuck-in acquisitions.
- **A clear path to a premium exit** as a scaled platform. Recent platform transactions in the sector have traded at 9-12x EBITDA.

## 2. Company overview

- Founded in 1998; headquartered in Frederick, Maryland.
- Services and revenue mix (TTM Sep-2026):
  - Inspection, testing and maintenance (ITM) contracts: 54%
  - Monitoring: 14%
  - Installation and retrofit projects: 32%
  - Recurring revenue (ITM plus monitoring): 68%
- 186 employees, including 112 licensed technicians. Non-union.
- Technician hiring is competitive. Management describes turnover as "in line with the industry." No turnover data has been provided.
- Customers: commercial property managers, warehouses, healthcare facilities and schools.
- **Largest customer:** a regional commercial property manager, 22% of TTM revenue. Its master service agreement (MSA) comes up for renewal in Q2 2027.
- Top five customers: 41% of TTM revenue.

## 3. Historical financials

| US$m | FY2023 (reviewed) | FY2024 (audited) | FY2025 (audited) | TTM Sep-2026 (unaudited) |
|---|---|---|---|---|
| Revenue | 46.2 | 51.8 | 55.3 | 57.9 |
| Gross profit | 17.1 | 19.4 | 21.0 | 22.1 |
| Reported EBITDA | 6.1 | 7.0 | 7.6 | 7.9 |
| Reported EBITDA margin | 13.2% | 13.5% | 13.7% | 13.6% |
| Capex | 0.8 | 0.9 | 0.9 | 0.9 |
| Net working capital (period end) | 5.6 | 6.3 | 6.6 | 6.9 |

**EBITDA adjustments (TTM Sep-2026)**

| | US$m |
|---|---|
| Reported EBITDA | 7.9 |
| Owner compensation normalization | +0.4 |
| One-time ERP implementation | +0.3 |
| Pro forma price increase (3%, effective January 2027) | +0.4 |
| **Adjusted EBITDA** | **9.0** (15.5% margin) |

A quality of earnings (QoE) report has been commissioned and is expected in late November 2026.

## 4. The transaction

- **Enterprise value:** $54.0M, which is 6.0x TTM adjusted EBITDA of $9.0M (6.8x reported EBITDA of $7.9M).
- **Expected closing:** December 2026.

**Sources and uses**

| Uses | US$m | Sources | US$m |
|---|---|---|---|
| Purchase price | 54.0 | Senior term loan | 31.5 |
| Fees and expenses | 1.8 | Seller note | 7.2 |
| Cash to balance sheet | 0.5 | Equity | 17.6 |
| **Total** | **56.3** | **Total** | **56.3** |

- **Senior term loan:** $31.5M (3.5x adjusted EBITDA), floating rate at SOFR + 5.25%, six years, 1% annual amortization, cash sweep. Covenants are still under negotiation; no commitment letter yet.
- **Seller note:** $7.2M, 8% payment-in-kind (interest accrues to principal), six years, subordinated.
- **Total debt at close:** $38.7M, which is 4.3x adjusted EBITDA (4.9x reported EBITDA).

## 5. The equity offering

- Raising $17.6M of equity. Minimum commitment $2.5M.
- **Sponsor co-investment:** $350K (2.0% of the equity).
- **Sponsor economics:**
  - Closing fee of 2% of enterprise value ($1.08M, included in fees and expenses).
  - Monitoring fee of $250K a year, paid by the company.
  - Carried interest of 20% of profits up to a 3.0x return, and 25% above 3.0x.
- **Management incentive pool:** 10% of the equity gain at exit.

## 6. Value creation plan

1. **Pricing:** a 3% price increase in January 2027.
2. **Technician productivity:** route optimization software, which we expect to lower vehicle and capex needs.
3. **Tuck-in acquisitions:** two acquisitions in 2028-2029, adding about $7.0M of revenue for about $5.7M, funded with the term loan.
4. **Cross-selling:** monitoring services to existing ITM customers.

## 7. Sponsor projections (base case)

| US$m | 2027E | 2028E | 2029E | 2030E | 2031E |
|---|---|---|---|---|---|
| Revenue | 60.8 | 65.8 | 71.1 | 72.5 | 74.0 |
| EBITDA | 9.4 | 10.3 | 11.2 | 11.5 | 11.8 |
| EBITDA margin | 15.5% | 15.6% | 15.7% | 15.8% | 15.9% |

Key assumptions: 2% organic growth a year, the 3% price increase in 2027, the two tuck-ins, capex of 0.8% of revenue, and an exit at the end of 2031 at **8.0x EBITDA** (enterprise value of $94.1M), reflecting a platform premium.

**Returns to investors (sponsor estimate)**

- Gross: **4.11x** MOIC, **32.6%** IRR.
- Net of carried interest: **3.43x** MOIC, **27.9%** IRR.

**Sensitivity to exit multiple (sponsor estimate, net to investors)**

| Exit multiple | 6.0x | 7.0x | 8.0x (base) | 9.0x |
|---|---|---|---|---|
| Net MOIC | 2.54x | 2.99x | 3.43x | 3.87x |
| Net IRR | 20.5% | 24.5% | 27.9% | 31.1% |

The full model is available in the data room as an Excel file.

## 8. Management

- **Dale Prescott, Founder and CEO (age 64):** retiring at closing, with a six-month advisory agreement afterwards.
- **Maria Okafor, COO (with the company since 2017):** expected to step into the CEO role. Her employment terms are under discussion.
- **Finance:** a part-time, fractional CFO and a full-time controller.
- Relationships with the largest customers have historically been managed by the founder.

## 9. The sponsor: Bracken Ferry Partners (fictional)

- An independent sponsor founded in 2019 by two former operating executives (building services and distribution). Team of three.
- No committed fund; it raises equity deal by deal.
- States that it has completed two platform exits: a building services platform and a specialty distribution business. Names are available under NDA.
- References available on request.

## 10. Legal and risk notes (provided by the sponsor)

- **Pending claim:** a property damage claim related to a 2025 sprinkler system failure at a customer's warehouse. It is insured, subject to a $250,000 deductible. Counsel believes the exposure is limited.
- **Licenses:** state fire protection contractor licenses in two states are held in the founder's name. Transfer is "underway."
- **Customer contracts:** MSAs are generally assignable. Change-of-control provisions have not yet been reviewed.

## 11. Data room index

| Status | Document |
|---|---|
| Available now | This summary; sponsor model (Excel); FY2024 and FY2025 audited financial statements; FY2023 review report |
| On request | Customer contracts; insurance loss runs; technician roster |
| Not yet available | Quality of earnings report (late November 2026); term loan commitment letter; management employment agreements |