Car Wash M&A Glossary

Merger and acquisition terminology from Car Wash Advisory

Close-up of a dark-colored car covered in thick soap suds during a car wash, with its headlight on and water reflecting on the wet ground. Blurred background with warm lights visible.

Index

A

Absentee Ownership

Absentee ownership refers to a situation in which the owner of a car‑wash business is not involved in the site's day-to-day operation and instead relies on hired management, third‑party vendors, and rigorously documented procedures to keep the wash running. While “absentee” suggests a hands‑off, passive‑income model, most washes still demand regular oversight of chemicals, equipment maintenance, cash reconciliation, and customer‑service standards. Even self‑serve bays—often cited as the most “passive” format—require weekly or bi‑weekly site checks and a trusted on‑site manager to maintain uptime and cleanliness. Learn more about absentee ownership here.

Acquisition (concerning Car Wash M&A) 

In the car‑wash industry, an acquisition is the purchasing of a carwash business. This may or may not include the real estate and land, but always includes the purchasing of the car wash business(es). Acquisitions are typically structured as either Asset Purchase Agreements or Share Purchase Agreements. 

A typical deal sequence includes preliminary valuation, an exclusive LOI, lender term‑sheet negotiation, confirmatory due diligence (financial, legal, environmental, and equipment inspections), definitive agreement, and funding/recording. Car‑wash valuations are usually expressed as a multiple of trailing twelve‑month EBITDA, adjusted for normalized payroll and chemistry costs; multiples widen with higher site volume, strong unlimited‑wash memberships, and proven management depth.

Acquisition-Based Growth

Acquisition‑based growth—sometimes called a roll‑up strategy—is the deliberate expansion of a platform company by acquiring existing car‑wash sites or small regional chains rather than building ground‑up locations. The objective is to capture speed‑to‑market advantages, consolidate customer memberships under a single brand, and unlock operating leverage through shared chemicals procurement, centralized marketing, and regional management teams.

Private‑equity sponsors and public consolidators (example companies include Mister Car Wash, Whistle Express, and Spotless Brands) have popularized this model because each incremental site acquired at a pro-forma expected EBITDA multiple less than the parent company’s higher valuation once integrated, generating multiple‑arbitrage returns. Key risks include integration missteps, cultural clashes, and over‑leveraging in frothy markets

Add-Backs (as in EBITDA add-backs)

Add-backs are financial adjustments that strip out costs, or occasionally restore revenue, that will not burden a car-wash buyer after closing. Sellers apply them to historical profit-and-loss statements so EBITDA reflects the site’s transferable earning power. 

For an expense to qualify, it must be (1) non-recurring (a one-off water-main repair), (2) non-operational (owner’s country-club dues), or (3) non-transferable (a family member’s above-market salary). Typical, well-supported add-backs include excess owner compensation, extraordinary storm repairs, grand-opening coupon blitzes, and legal fees tied to a settled dispute. 

Because most express-tunnel deals are priced at six- to eight-times EBITDA, every legitimate dollar added back can lift enterprise value by six to eight dollars, making careful documentation essential. During quality-of-earnings reviews, buyers test each claim against invoices and bank records; unsupported or “stretch” add-backs are discounted or rejected, often leading to price renegotiations.

Automated Car Wash

An automated car wash is any wash format in which machinery, rather than employees, performs the primary cleaning functions. The two dominant sub‑types are in‑bay automatics (a parked vehicle is washed by a moving gantry) and tunnel/​conveyor systems (the vehicle is pulled through a fixed array of brushes, high‑pressure nozzles, and dryers). Automation reduces labor to as little as one attendant per shift, yields consistent wash quality, and boosts hourly throughput (60–120 cars/hour for modern express tunnels). Capital intensity is higher—tunnel builds commonly exceed US$ $1.5 million—but the model supports unlimited‑wash memberships and remote monitoring, elements that attract institutional buyers. Learn more about the different types of car washes here.

Anchor Site

An anchor site (also called a flagship or hub) is the highest‑profile, highest‑volume location in a multi‑site car‑wash network. Borrowing from the retail concept of an anchor tenant, the anchor site sits on premium real estate with exceptional traffic counts, serves as a brand billboard, and often houses extended amenities—double tunnels, interior-cleaning belts, or a lounge—that showcase the operator’s full capabilities. 

In M&A underwriting, an anchor site stabilizes cash‑flow projections for a regional portfolio, justifies a market‑entry premium, and can secure more favorable coterminous leases or out‑parcel developments because neighboring businesses benefit from its customer traffic.

B

Big Money

In car wash M&A shorthand, “big money” refers to large, institutional pools of capital—private‑equity funds, infrastructure funds, pension plans, and family offices—that enter the industry with nine‑figure investment mandates. Their playbook is as follows: 

  1. Acquire an initial “platform” chain
  2. Provide growth equity and cheap leverage, 
  3. Execute a rapid roll‑up of additional sites to achieve regional or national scale. 

The appeal is the sector’s repeatable cash flow (unlimited‑wash memberships), real‑estate collateral, and room for operational uplift through chemistry purchasing, labor scheduling, and dynamic pricing. For independent owners, big money’s presence generally pushes valuation multiples higher, but also raises buyer due diligence standards and favors well‑systematized, data‑rich operations.

Broker

A broker is a licensed intermediary engaged, usually by the seller, to market a single‑site or small multi‑site car‑wash business, manage confidentiality, qualify prospective buyers, coordinate site visits, and negotiate price and terms until a purchase agreement is executed. In the car‑wash space, you’ll encounter three flavors of broker:

  • Real‑estate brokers: Focus on the dirt and improvements; ideal when land value outweighs going‑concern value.
  • Business brokers: List dozens of unrelated small businesses; often rely on rule‑of‑thumb valuation multiples and limited financial vetting.
  • Car‑wash‑specialist brokers: Niche operators with an up‑to‑date buyer list, industry‑specific valuation models (e.g., EBITDA per foot of tunnel), and lender relationships.

Brokers are typically compensated by a contingent “success fee” (3%–10% of purchase price) payable at closing. Unlike investment banks or M&A advisors, who run more formal auctions and handle larger, multi‑site platforms, a broker’s scope rarely extends to structuring debt, securing sale‑leasebacks, or advising on tax optimization. Learn more about different types of brokers in the car wash industry here.

Buyer

A buyer is the party that acquires ownership of the car‑wash assets or equity. Within M&A commentary, you’ll see three dominant buyer archetypes:

Buyer Type Primary Objective Typical Capital Source
Strategic Buyer Expand geographic footprint, add members, achieve scale synergies Corporate cash, revolving credit lines
Financial Buyer / Private Equity Generate high IRR via roll-up, leverage, and exit in 3–7 years Closed-end PE fund, mezzanine debt, sale-leaseback proceeds
Independent / Entrepreneurial Buyer Purchase a single wash or a small cluster for owner-operator income SBA-guaranteed loans, local banks, and personal equity

Each buyer class underwrites risk differently: Strategic buyers emphasize overlap and synergies; PE buyers model leveraged returns and exit multiples; independents focus on cash‑on‑cash yield and lifestyle considerations. Knowing which bucket a suitor belongs to helps sellers tailor financial packages, site data rooms, and negotiation tactics.

C

Capital

In finance, capital is any pool of financial resources—cash, debt, or equity—that a business can tap to operate today and to grow tomorrow. Classic corporate‑finance texts divide it into four buckets: working capital (day‑to‑day liquidity), debt capital (borrowed funds that must be repaid with interest), equity capital (owner or investor money with no fixed repayment), and trading or market capital (funds set aside for short‑term investments, relevant mainly to public consolidators). 

A car wash’s capital structure—its mix of debt and equity—drives two make‑or‑break metrics: debt‑service‑coverage ratio (DSCR) and return on equity.

Capital Outlay

Capital outlay (also known as CapEx) is the up-front cash an owner or developer must invest to bring a car-wash site to operating condition—land acquisition, site work, construction, tunnel equipment, vacuums, signage, utility taps, and the one-time professional fees that shepherd the project from concept to certificate of occupancy. For a modern express-tunnel wash in the U.S., all-in capital outlay now falls roughly between US$ 3 million and US$ 7 million, driven by land prices and equipment packages. Recent market studies peg the midpoint—ground-up, 120- to 140-foot tunnel with dual-belt conveyor at about US$ 4.5–5.0 million. 

A practical rule of thumb splits that budget into five buckets:

  • Land & Entitlements (≈ 20-25 %) – purchase price, zoning, impact fees.
  • Site Work & Utilities (≈ 15-20 %) – grading, stormwater, three-phase power, water taps.
  • Vertical Construction (≈ 25-30 %) – building shell, plumbing, electrical, HVAC.
  • Tunnel & Support Equipment (≈ 25-30 %) – conveyor, arches, chemistry system, vac network.
  • Soft Costs & Carry (≈ 10-15 %) – architects, legal, interest during build, signage, grand-opening marketing.

Because CapEx is capitalized and depreciated (15-year MACRS on equipment, 39-year straight-line on the building), savvy sponsors model the tax shield alongside the cash requirement and often raise a “post-closing CapEx reserve”—about 10 % of purchase price in acquisitions—to refresh brushes, swap belts, or add pay-stations without new debt draws. Lenders typically finance 65-75 % of total outlay on conventional terms, with the balance coming from equity, sale-leaseback proceeds, or equipment leases.

Conveyor

The conveyor is the tunnel’s heartbeat. Traditional roller‑chain systems push a single tire; newer dual‑belt conveyors cradle all four tires, letting drivers “just drive on” and boosting throughput. A well‑tuned dual belt paired with a 140‑foot tunnel reliably processes 150 cars per hour—or more—while cutting mis‑load incidents and reducing prep labor. Belts cost more up front and need a full replacement every four to five years, yet many operators still choose them because the extra capacity supports larger unlimited‑wash membership bases, which can be considered the real profit engine of a successful car wash. 

Conventional Loan

A conventional loan is a straight commercial mortgage or term note made by a private lender without any SBA or USDA guarantee. 

Because the lender bears the full credit risk, it underwrites hard against three pillars: 

  1. Cash flow, typically requiring the wash’s projected debt-service coverage ratio to stay at or above 1.25×
  2. Collateral, taking a first deed of trust on the real estate and a UCC lien on tunnel equipment and membership contracts
  3. Borrower strength, favoring operators with established management and 700-plus credit scores. 

In today’s market, conventional facilities for an express-tunnel build or acquisition usually cover 65–75 percent of total project cost, amortize over 10–15 years, and price around SOFR or Prime + 2–3 percent—about 100 bps cheaper than SBA 7(a) but with stiffer prepayment penalties. Because they close 30–45 days faster and avoid the SBA guarantee fee, conventional loans are the preferred senior debt layer for private-equity roll-ups and multi-site operators that can meet the stricter leverage and liquidity tests.

Car Wash

A car wash is a facility that cleans the exterior—and in some formats, the interior—of vehicles using manual labor, automated machinery, or both. U.S. operators fall into three broad models: self-serve bays, in-bay automatics (a gantry that moves around a parked car), and conveyor tunnels that pull vehicles through multiple wash stages. The sector’s scale is often underestimated: IBISWorld places 2024 U.S. industry revenue at roughly $18.3 billion spread across nearly 58,000 sites, with subscription “unlimited” programs now accounting for the majority of tunnel volume. Those recurring memberships are the single biggest reason express-tunnel EBITDA margins can eclipse 45 percent and why private-equity buyers continue to roll up high-traffic locations.

Cash Flow

Cash flow measures the net movement of cash into and out of a business across operating, investing, and financing activities. In car-wash M&A, two flavors matter most:

  • Free Cash Flow (FCF) – Operating cash flow minus maintenance CapEx.
  • Free Cash Flow After Debt Service (FCFADS) – FCF minus scheduled principal and interest.

Lenders size senior debt to keep projected FCFADS at least 20–25 percent above required payments, providing a cushion for weather-driven volume swings. The steady, subscription-heavy nature of express-tunnel cash flow for equity buyers justifies higher purchase multiples than those seen in more cyclical retail businesses.

Capital Uses

Capital uses are the line-item destinations for every dollar raised to close a transaction. They appear opposite “Sources” in the deal’s funding table and must total exactly the same amount.

Typical uses in a car-wash acquisition or development include:

  • (1) Purchase price paid to the seller or the land vendor
  • (2) Payoff of existing debt and liens
  • (3) Working-capital injection to cover chemicals, payroll, and utilities until break-even
  • (4) Transaction fees (legal, environmental, quality-of-earnings)
  • (5) A post-closing CapEx reserve for brush replacements or point-of-sale upgrades. 

Clear, documented uses reassure lenders that no hidden obligations—tax arrears, environmental remediation, deferred maintenance—will surface after funding and drain liquidity. Because senior debt is typically sized to a fixed loan-to-cost percentage, any late-stage increase in uses (for example, unbudgeted impact fees) forces a matching increase in equity, so sellers and buyers track this schedule obsessively from LOI to closing.

Capital Sources

Capital sources are the distinct “pots of money” a buyer pulls together to fund a transaction. They sit opposite Capital Uses in the deal’s closing table and must equal that total dollar-for-dollar. In a typical car wash acquisition or ground-up development, you’ll see a blend of five recurring sources:

  • Sponsor Equity: Cash the buyer (or private-equity sponsor) wires at closing. It absorbs the first loss but also earns the lion’s share of upside.
  • Senior Debt: A conventional or SBA-guaranteed mortgage, usually 65–75 % of total cost, amortized over 10–15 years and sized to a 1.25 × DSCR.
  • Sale-Leaseback Proceeds: Cash from selling the dirt to a net-lease investor and signing a 20-year absolute-net lease back; often replaces part of the mortgage.
  • Subordinate Financing: Mezzanine debt, equipment leases, or seller notes that fill the gap between senior-loan limits and equity appetite.
  • Rollover Equity / Earn-Out: The seller keeps a minority stake or defers part of the price to align incentives post-closing.

Each source carries its own cost and control profile: senior debt is cheapest but imposes tight covenants; mezzanine debt is pricier but allows higher leverage; equity is most expensive in pure cost terms yet offers operating flexibility. Balancing those trade-offs—while still matching total Sources to total Uses—is the core art of a car-wash capital stack.

Capitalization Rate (Cap Rate)

A capitalization rate expresses the unlevered return on a real-estate asset: Net Operating Income ÷ Purchase Price. Investors use the metric to compare dissimilar properties, the way bond buyers compare coupon yields. For single-tenant net-lease (STNL) car-wash properties, cap rates hovered between about 6 percent and 7 percent in late 2024, with the tightest yields reserved for brand-new express tunnels on 20-year absolute-net leases in high-traffic corridors. 

Because NOI is calculated before interest expense, the cap-rate yardstick is independent of how a buyer finances the deal; it simply answers, “What cash return would I earn if I bought the dirt for cash tomorrow?” Rising Treasury yields or falling traffic counts push cap rates higher (prices lower); conversely, declining rates or strong unlimited-membership penetration compress cap rates. When appraisers value a wash using the income approach, they often corroborate their discounted-cash-flow model by dividing stabilized NOI by a market-derived terminal cap rate.

Collateral

Collateral is any asset a borrower pledges to secure a loan, giving the lender a contractual claim if the borrower defaults. In car wash finance, collateral typically stacks in three layers:

  • Real estate: A first-position deed of trust on the land and improvements.
  • Personal property: A UCC-1 lien covering tunnel equipment, point-of-sale hardware, vacuums, and signage.
  • Intangibles: An assignment of unlimited-wash membership contracts and, sometimes, trademark rights.

Well-documented collateral lowers a lender’s loss-given-default, which often translates into lower interest margins or longer amortizations. Conversely, weak collateral—ground leases with short tails, second-hand equipment nearing obsolescence, or highly seasonal cash flow—pushes rates up or forces borrowers into SBA-backed programs. If a default occurs, the lender may foreclose on the real estate and liquidate equipment at auction; any shortfall can be pursued against personal guarantees or other pledged assets. Because lien priority is critical, borrowers should confirm that vendor equipment leases, municipal impact-fee liens, and mechanics’ liens are all subordinated to the senior lender before closing.

Coterminous leases

Coterminous leases are multiple lease agreements—land, equipment, signage, or easements—that share the same expiration date, even though they may have commenced at different times. Aligning expirations streamlines refinancing, sale-leaseback exits, and outright asset sales: a buyer or lender needs to underwrite only one lease horizon instead of juggling staggered renewals. Operators often renegotiate equipment leases mid-term to align with a freshly executed 20-year ground lease before marketing the site for sale.

D

Deal structure

A deal structure is the blueprint that spells out how a car-wash transaction is funded, timed, and risk-shared between buyer and seller.

It covers three main layers:

  • Form of transfer: Asset purchase (buyer picks assets, gets a stepped-up basis, but must retitle permits) vs. stock/LLC interest purchase (simpler licensing but carries legacy liabilities).
  • Capital stack and payment terms: Senior debt, sale-leaseback proceeds, equity, seller note, or earn-out, and each layer’s interest rate, amortization, and covenants.
  • Post-closing mechanics: Working-capital peg, escrow hold-backs for environmental issues, and performance milestones that trigger contingent payouts.

A tight deal structure balances tax efficiency for the seller, cash-flow constraints for the buyer, and risk limits for the lender, while ensuring total Capital Sources match total Capital Uses on the closing statement.

Death Valley Financial 

The death-valley period is the cash-flow trough between funding a ground-up wash and reaching steady-state EBITDA. During construction, the project racks up interest and carries costs; after opening, ramp-up marketing and below-break-even volumes prolong the burn. This valley can last 6–18 months, so lenders often require an interest reserve and extra working-capital line to cover utilities, chemicals, and payroll until the site hits self-sufficiency. Sponsors that undercapitalize this window risk liquidity crunches and forced sales, even when long-term economics look strong.

Debt Service Coverage Ratio

DSCR = Net Operating Cash Flow ÷ (Scheduled Principal + Interest). 

The debt service coverage ratio is the primary safeguard lenders use against default. Most conventional bank loans for express-tunnel washes require a minimum 1.25 × forward DSCR; quarterly tests dropping below 1.10 × can trigger cash traps or default sweeps. Sponsors stress-test DSCR under bad-weather scenarios, higher chemical prices, and membership churn to show that free cash flow will still clear the threshold.

Due Diligence

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De-Risk

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Diversification

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Debt-to-EBITA

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E

EBITDA

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Equity

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Exit Strategy

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Express Car Wash

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F

Financing

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Financial Engineering

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Free Cash Flow

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Friction Car Wash

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Flex

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Full-Service Car Wash

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Frothy Market

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G

Greenfield

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Gross Profit

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Growth Capital

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H

Hand Car Wash

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I

Interest rate

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Initial Public Offering (IPO)

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In-Bay Car Wash

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International Car Wash Group (ICWG)

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J

Junior Debt

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Junior Facility

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K

L

Liquidity

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Leased Real Estate

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M

Manual Car Wash

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Majority Equity

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Macroeconomic Factors

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Membership Program

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Mezzanine Debt

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Merger

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Mergers & Acquisitions (M&A)

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Minority Equity

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Multiple (as in valuation multiple - typically measured on EV/EBITDA)

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N

Net Margins

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Net Operating Income (NOI)

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Net Profit

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O

P

Passive Investing

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Preferred Equity

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Private Equity

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Platform Investment

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Plug and Play

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Q

R

Rollover Equity

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Roll Up Strategy

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Rent Coverage Level

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Return on Equity

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Risk-Return Profile

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Restructuring

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S

Sale leaseback

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SBA

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Secured Debt

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Self-Serve Car Wash

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Seller

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Senior Debt

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Single Site

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Single-tenant net-lease (STNL)

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Subordinated facility 

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Structured debt capital 

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Structured equity capital 

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Strategy

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Subsidy

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Synergy

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T

Touchless Car Wash

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Touch Car Wash

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Tunnel Car Wash

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U

Uncorrelated Returns

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Unlimited Wash Club Members

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Underwriting

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Unsecured Debt

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USDA

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V

Valuation

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Variable Costs

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Velocity (of Money)

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W

Wash model

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X

Y

Z

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