Bringing the best family-owned dealer groups together

Jon,

Thank you for the time on our call. Here is how I see us putting this together, so we can both work from the same page.

The idea

We bring together a handful of the best family-owned franchised dealer groups into one national group and take it public. Each family keeps running its stores under its own name.

Privately, almost no one will pay these owners a good multiple or let them take some cash out while keeping a stake in the future. With us they get both: part of the price in cash at closing, and shares in a bigger group that can be valued like the public dealer groups below.

The goal is a group with at least $100 million in combined revenue, with every member group profitable. Within about six months of all the groups signing their agreements and having audited financials, we aim to be a public company.

Why the numbers work

A private dealer group sells for a few times its profit. The public dealer groups trade at roughly 6–10 times earnings, and the market pays far more (Carvana is above 30 times) for car retail that runs like a technology company. We buy each group at a sensible multiple, mostly in shares, so the owners' stake is worth more on the day we list and the story makes sense to investors. If we overpay going in, nobody wins, so the price has to leave that room.

What each owner is offered

Every group gets the same menu. The more an owner takes in shares, the higher the multiple.

Owners keep their stores' names and teams, a contract to keep running them, and a seat at the table for the larger groups. This menu is the starting point; if an owner has another structure in mind, we listen.

How it comes together

1. First conversations. You reach out to the owners you know best and trust. A sample note is below.
2. Financials. Owners who are interested send us their numbers. A simple summary is fine to start; if they already have audited statements, even better.
3. An offer. We come back with an offer from the menu above.
4. The bankers. With the combined group in hand, we go to the bankers to see what can be raised and at what value.
5. The owners decide. We bring that back to every owner. If they like the share price, we move ahead. Anyone can step out up to the last moment.
6. One closing. Audits and final agreements, then every group closes on the same day the company lists.

We will also open conversations with the manufacturers and a floor-plan lender early, since every franchise transfer needs the manufacturer's consent.

A note you can send to your network

How we are set up

You and I split our part of the sponsor company 50/50. Together we bring the deals and the capital: you through the owners you know, me through the investors, lawyers and bankers.

To get to the listing we bring in two more partners, and our part is diluted to make room for them. Roughly:

• You and me: about one third, split equally between us.
• A seed investor: about one third. That money pays the costs of getting to the listing: lawyers, the SEC filing, the group's accountants and advisers.
• The management team: up to one third. People with real public-market credibility: a CEO, a CFO and one or two other key roles.

Leadership and how the group is run

Roll-ups rarely fail for lack of deals. They fail when no one is clearly in charge, numbers are not controlled, and people take money out instead of building. We set this up properly from day one:

• A CEO who has run a multi-store dealer group, hired before we list, with about 3–5% of the company vesting over four years.
• A CFO who has done public-company reporting, with about 1–2%, also vesting.
• Clear operating rules agreed by every owner before closing: who decides what, how cash moves, budgets and approvals, and what each store reports every month.
• Everyone aligned for the long term: owners hold most of their value in shares, locked up after listing, and general managers and top performers earn options.
• Clean dealings: any vendor owned by one of us is priced at market and disclosed to every owner.

How the public groups compare

Closing prices 19 October 2026. P/E is price ÷ last 12 months' earnings; "n/m" means losses or near-zero profit.

Two things stand out. The franchised groups, backed by the manufacturers and their service income, have held up best; the small used-car, RV and boat roll-ups that bought with debt and without tight operating control are where the losses are. And the market pays most for car retail that runs like a technology company.

Next steps

• Reach out to the owners you think would be the best fit, starting with the ~9-store group we discussed.
• For those who are interested, ask for their financials, in whatever form they have them.
• A call can come before or after the numbers, whichever suits them. What matters is that they are serious.
• From there we make offers and take the combined group to the bankers.

I'm excited about this. You know these owners and what makes a store run well; we bring the structure, the capital and the path to the public market. Together I think we can build something none of them could build alone.