Emanay Advisors has advised Victory E&I Roofing and Construction, LLC on a sell-side basis since September 2025, and has since elected to pursue a direct acquisition of the business. This memorandum sets out the opportunity, the deal history, the proposed terms, and the equity structure being offered to a prospective capital partner.

Full chronology of the engagement, from initial mandate through the current relaunch, for anyone joining the deal team without prior context.

Sept 3, 2025	Emanay Advisors engaged as exclusive sell-side advisor to Victory E&I Roofing and Construction, LLC (Ref: SKBNN-YYRUQ-NPNJW-QN6RM). Sellers: Eli David Darmon & Igal Abergel (50/50). Original combined ask ≈$10M (business + real estate at 921 N 21st Ave, Hollywood, FL).
Sept 2025 – Feb 2026	Data room build-out and financial reconciliation across tax returns (2021–2024), EBITDA schedules, and org chart. Financial Modeling Proposal engaged Nov 12, 2025 ($3,800 deposit received Nov 21, 2025; $14,500 balance). CIM produced through 8 revisions. Broad marketing via Axial: 468 prospective buyers contacted, 13 NDAs executed, internal 288-page Buy-Side Candidate Analysis compiled.
March 20, 2026	Sellers closed the sale of the company's real estate (921 N 21st Ave) independently during the engagement, for $3.5M cash — company retains the right to lease/rent the premises for up to 6 months post-closing. Emanay's documented position: this sale materially changed the economic viability of the business at the originally contemplated combined purchase price, and is what caused previously interested prospective buyers (including the live contact from the March 29, 2026 management meeting) to pull back from the opportunity. Asking price was revised to $4,000,000 (business only) following the carve-out.
March 29, 2026	Management meeting held with live buyer contact Nima Pirayesh (Ori Darmon and Maor Darmon invited). No binding offer resulted. Buyer/Seller Q&A Sheet compiled the same date with detailed financial and operational disclosures used in subsequent CIM revisions.
May 18, 2026	Ori Darmon, on behalf of the Sellers, issued a notice purporting to terminate the engagement. Emanay responded the same day with an Exit Package and a non-binding $2,000,000 LOI proposing Victory ESV SPV, LLC (an Emanay-affiliated vehicle) as purchaser — crediting $251,500 of accrued advisory fees as earnest money/equity, with a $1,748,500 seller-financed balance. LOI set to expire May 25, 2026; no countersignature from Sellers was confirmed at that time.
July 2026	Direct conversation between Alex and ownership (Eli Darmon, Igal Abergel) resolved the termination dispute positively. Resolution: Sellers may pursue a sale to other prospective buyers on a non-exclusive basis going forward; Emanay retains (a) the right to submit its own offer to purchase the business, and (b) the right to collect its fees under the Engagement Letter on any resulting transaction. Both parties are in agreement. The same conversation surfaced a revised headline asking price of $6,000,000, an SBA loan (~$2M, seller-stated at 3.7%) described as transferable, personnel retention commitments, and a facility recommendation — detailed in Section 04.
Current Status	Emanay is evaluating a direct acquisition of the business — potentially alongside an equity/capital partner — using fees already owed to Emanay as a credit toward its equity contribution, modeled in Section 06. In parallel, the sell-side process can continue on a non-exclusive basis per the resolution above.

Engagement Status	RESOLVED — termination dispute concluded positively with ownership. Sellers may pursue other prospective buyers on a non-exclusive basis going forward. Emanay retains (a) the right to submit its own offer to purchase the business, and (b) the right to collect its fees under the Engagement Letter on any resulting transaction. Both parties are in agreement on this arrangement. See Section 01 for full detail and Emanay's documented position.
Real Estate	SOLD — closing March 20, 2026, $3.5M cash. Company may lease/rent the current premises for up to six (6) months from closing.
Asking Price	$6,000,000 headline, per ownership — structure not yet finalized (see Section 04).

Emanay's position on this transaction — built over ten months of advisory work — is what makes the proposed partnership attractive. A capital partner isn't just buying into the business; they're buying into a deal that Emanay has already substantially de-risked:

• Clean standing with the Sellers — the prior dispute is resolved on cooperative terms: Emanay has clear standing to acquire the business directly, with the Sellers' agreement, and no adversarial dynamic to work around.
• Ten months of due diligence already complete — the CIM (8 revisions), a 288-page buyer candidate analysis, reconciled financials across four fiscal years, and a full data room are already in place. A partner is stepping into a substantially de-risked diligence position, not a cold start.
• Real estate already sold and out of scope — the March 20, 2026 closing ($3.5M cash) removes the most complex asset from the transaction, leaving a cleaner, business-only acquisition.
• Emanay's fee position lowers the capital bar — because Emanay is owed advisory fees on this transaction regardless of buyer, those fees can be structured as a non-cash equity credit toward the purchase price (Section 06), meaningfully reducing the cash a partner needs to contribute relative to a conventional acquisition.
• Retention commitments reduce operating risk — key personnel, including the CCC license holder, have indicated willingness to stay on for the first year post-close, addressing the single biggest execution risk in a services-business acquisition of this kind.

The following terms were discussed directly with Eli Darmon and Igal Abergel. Several items remain subject to written confirmation before a formal offer is submitted — these are noted where relevant.

• Sale confirmed: closed March 20, 2026, at $3.5M cash.
• Victory may lease/rent the current premises (921 N 21st Ave) for up to six (6) months from closing.

• Approximately $2,000,000 outstanding, described by ownership as transferable to a buyer, at a rate of 3.7%.

Ownership has indicated a headline asking price of $6,000,000, with a preference for a minimum of $4,000,000 in combined cash-at-close and assumed debt, and the remaining balance — expected to be in the $1M–$2M range — carried as a seller note. The exact split is being finalized in writing with the Sellers before a formal offer is submitted; the calculator in Section 06 lets you model different scenarios within this range.

• Full team can stay. Family members currently in operating roles are willing to remain in place for approximately one year to support the transition, and a new owner has flexibility to make personnel changes over that period without losing operational continuity.
• Operations Manager: willing to stay 1–2 years.
• Maor (CCC license holder): willing to stay 1 year — addresses the key licensing dependency in this business.

• Emanay's recommendation to ownership: rather than lease back the sold facility long-term, relocate to a lower-cost facility, targeting roughly $6,000–$7,000/month in rent.

Fee structure is unchanged from the Engagement Letter dated September 3, 2025. What has changed is the inputs — the real estate now has an actual sale price, and ownership has floated a higher headline ask.

Fee Component	Basis	Amount
Financial Modeling Proposal	Nov 12, 2025 proposal · $3,800 deposit received Nov 21, 2025 (non-refundable)	$14,500 balance due
Real Estate Transaction Fee	2% of real estate transaction value. Prior estimate ~$77,000 based on ~$3.85M appraisal — now superseded by actual $3.5M cash closing (3/20/26)	$70,000 (updated) pending closing statement
Business Sale Success Fee	4% on transaction value up to $8M (6% $8M–$12M, 8% over $12M) — applicable to any of the 61 Introduced Parties through the Protection Period (May 18, 2027)	$160,000 at $4M $240,000 at $6M ask
TOTAL POTENTIAL FEE	Modeling balance + real estate fee + success fee, excluding $3,800 deposit already received	~$244,500 at $4M close ~$324,500 at $6M close

The spread between the $4M and $6M scenarios (~$80,000 in incremental success fee) is a meaningful reason to hold firm on price discovery with prospective buyers rather than anchoring internally to the prior $4M figure — provided ownership's higher ask is actually achievable given the business's declining revenue trend (see the sell-side CIM's Valuation and Risk sections).

Two views: what Emanay earns if the business sells to a third-party buyer, and — since Emanay retains the right to purchase the business itself (Section 01) — what the deal looks like if Emanay is the buyer and applies fees owed to it as an equity contribution instead of cash.

Enter a proposed structure below — the tiered success fee (4% / 6% / 8%) and total fee update automatically.

Models the deal if Emanay exercises its right to purchase the business directly. Fees Emanay is already owed under the Engagement Letter can be structured as a non-cash equity credit toward the purchase price — reducing the actual cash or financing Emanay needs to bring, exactly as in the prior LOI structure ($251,500 credited at close). Toggle which fee components are applied as credit.

• Pricing structure (Section 4.3) is being finalized with ownership — the cash/debt/seller-note split within the $4M–$6M range is not yet confirmed in writing.
• SBA loan balance and rate (Section 4.2) will be confirmed against the actual note and lender consent-to-assume terms during diligence.
• Real estate advisory fee will be finalized against the actual closing statement.
• The business has a declining revenue trend (2023 peak of $9.5M to $8.3M in 2024) and no recurring/contracted revenue base — reflected in the CIM's valuation and risk sections, and a relevant consideration for underwriting the purchase price.

• Execute a mutual NDA to enable full data room access.
• Review the sell-side CIM and underlying financial data room alongside this memorandum.
• Align on an indicative capital commitment and proposed equity split using the calculator in Section 06.
• Confirm final pricing structure with the Sellers in writing.
• Agree on governance terms for the acquisition vehicle (board composition, decision rights, exit provisions).
• Target definitive agreement and closing timeline to be set once the above are confirmed.