Emanay • Sell-Side Advisory
From Quality of Earnings
to Closed Sale.
Your sell-side engagement for The Gergel Group, LLC (All Shoes Nation) — Quality of Earnings complete, deal terms locked, and buyer marketing underway.
$7,500,000 Asking Price
~3.5x FY25 PF Adj. EBITDA
SBA 7(a) Eligible
937
Buyers Contacted
23
NDAs Signed
0
LOIs Received
Where Things Stand
The Short Version
The financial work is done and marketing is live. Here's the current state of the process, in plain terms.
Already Done
Quality of Earnings finalized (June 29, 2026) — the sole financial source of truth for the deal
Deal terms locked: $7.5M price, capital structure, $1.4M working capital peg
CIM, teaser, and deal memorandum built and in circulation
937 prospective buyers contacted; 159 sent the teaser; 23 have signed NDAs and have data room access
In Progress
A short conversation with Alex to walk through advisor/buyer alignment on this deal — see note below
SBA 7(a) lender identification and terms
Following up with the 23 NDA signatories to move toward an LOI
Gelty Master Supplier Agreement — drafting
Next Up
First LOI from a prospective buyer
Confirm SBA financing and finalize capital stack
Finalize the buyer's acquisition structure
Move to definitive purchase agreement and closing
Note: On this deal, Emanay Advisors is your advisor and an Emanay affiliate is also the prospective buyer. That's worth understanding fully before anything moves forward, so Alex will walk you through it directly on a call rather than in writing here — please hold off signing anything deal-related until that conversation happens.
The Business
What's In the Sale.
Three Amazon entities roll into the sale vehicle. Gelty stays with you, with a stake and supply agreement carried into the deal.
Sale Vehicle
The Gergel Group, LLC
BrandAll Shoes Nation
Amazon AccountAllShoes (USA, Canada, Mexico)
Founded2016 · Miami, FL
Rolling Into the Sale
T&D Trades, LLC
Amazon AccountShoes Nation (US/CA/MX/UK/DE)
StatusConsolidated with Gergel Group
Rolling Into the Sale
Sterling Footwear
StatusNewly acquired, currently dormant
UpsideThird channel, activation-ready
Retained by You
Gelty (B2B Sourcing)
In the Deal10% equity stake to buyer + post-close supply agreement
OwnershipBeing reconciled — see disclosure notes
The Engagement
How This Works.
One engagement, three phases. You're currently in Phase 2 — buyer marketing and LOI.
Phase 1 · Complete
QoE & Deal Prep
Financials, terms, and materials
Quality of Earnings (Jun 29, 2026)
Deal terms locked — price, capital stack, WC peg
CIM, teaser, and deal memorandum built
Phase 2 · Current
Marketing & LOI
Buyer outreach through signed LOI
937 contacted, 23 NDAs signed
Advisor/buyer alignment conversation with Alex
SBA lender confirmation
Phase 3
Closing
Definitive agreement through close
Buyer entity finalized
Confirmatory diligence
Definitive purchase agreement & closing
Success Fee
4%of Purchase Price
= $300,000 at the $7.5M asking price
Deferred Professional Fees
~$23,500Estimated, funded at close
Funding source (Seller proceeds vs. Buyer equity) TBD
Ordinary-Course Billing
$6,750Current balance
Invoice ASN-2026-001 — not part of the deferred pool
Perthe Engagement Letter executed November 2, 2024
Total Emanay compensation at close is estimated at ~$323,500. This is disclosed alongside the related-party buyer structure so you have the complete economics of the transaction, not just the headline price.
Documents & Resources
Everything In One Place.
The current state of your deal package. Reach out to Alex Camus (alex@emanay.io) with anything that isn't covered here.
Ready for the Detail?
The full financial position, deal terms, and marketing status live in the Deal Memorandum.
Buyer-Facing
CIM Updating
Confidential Information Memorandum shared with NDA signatories — being conformed to the latest LOI terms.
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Proposed Terms
Letter of Intent Draft
First draft of the LOI structure — not yet issued to a buyer.
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Billing
Invoice
Reference ASN-2026-001 — current balance and billing history.
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