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Deal Structuring

A Letter of Intent (LOI) is one of the most important milestones in a small business acquisition. While it is typically non-binding, the LOI establishes the economic terms, deal structure, and expectations that will guide the entire transaction. From purchase price and financing structure to exclusivity and the due diligence timeline, the terms negotiated in the LOI often shape how the rest of the deal unfolds. Understanding the key components of an LOI can help buyers avoid costly misunderstandings and enter the diligence phase with a clear framework for getting the deal to closing.

Deal Structuring

Financing a small business acquisition almost always requires more than a single loan or investor. Most deals are built using a capital stack: a combination of debt, equity, and sometimes seller financing layered together to make the transaction possible. The structure of that stack determines how much cash a buyer needs to close, how risk is allocated between the parties, and how sustainable the deal will be after closing.

Deal Structuring

SBA loans are one of the most powerful financing tools available for small business acquisitions, allowing buyers to purchase companies with relatively little equity while benefiting from bank-like interest rates. However, SBA financing comes with strict rules that significantly influence how a deal must be structured. Buyers must understand requirements around equity injections, personal guarantees, collateral, debt service coverage, and the use of seller financing. Recent rule changes have also tightened how seller notes can count toward equity, forcing many deals to include more real buyer capital.