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Deal Breakdowns · Capital Stack

The real math of buying a business "with no money down"

A $1M deal broken down line by line, and where the cash actually comes from.

The honest answer: You can't buy a business with literally zero dollars. SBA's SOP 50 10 8 requires a 10% equity injection, and the buyer must bring at least half of it in cash. So "no money down" really means a ~5% cash floor, about $50,000 on a $1,000,000 deal. A full-standby seller note can cover the other 5%. Below is the full stack, line by line.

Where the "no money down" myth comes from

The phrase isn't a total lie, it's just missing an asterisk. Compared to buying real estate (20 to 25% down) or starting from scratch (100% of your time and savings), an SBA acquisition really does let you control a $1M cash-flowing business for a fraction of its price. The bank's money does the heavy lifting. But "a fraction" is not "nothing," and the buyers who show up expecting to bring $0 get a rude surprise at underwriting.

Let's replace the slogan with a spreadsheet.

The capital stack on a $1,000,000 deal

Here's a clean, realistic structure for a $1,000,000 business acquisition under current SBA rules. The purchase price plus a modest working-capital and closing allowance is the total project; the sources below have to add up to it.

Capital stack, $1,000,000 acquisition, SBA 7(a)
SourceAmount% of priceNotes
SBA 7(a) loan$900,00090%Bank's money, ~10-yr term, WSJ Prime + spread
Buyer cash injection$50,0005%Your own money, the hard floor
Seller note (full standby)$50,0005%Counts toward injection; Form 155, no payments
Total to buy$1,000,000100%Plus a separate working-capital cushion

Notice the two 5% slices. Together they form the required 10% equity injection. The seller note handles one half; your cash handles the other. That's the mechanism behind "low money down", and the reason it can't legitimately go below the 5% cash line.

$50kBuyer cash on a $1M deal (the 5% floor)
$900kSBA loan, the bank's money doing the work
6.75%WSJ Prime rate, the base most 7(a) loans price off

How the seller note does the heavy lifting

The full-standby seller note is the single most useful tool for lowering your cash. Because it can count toward up to half of the 10% injection, and because on full standby it makes no payments for the life of the SBA loan, it both reduces your cash and keeps your DSCR healthy. The seller is effectively financing 5% of the price while the note sits frozen on Form 155.

This is why deal structure matters more than deal price for a cash-light buyer. A slightly higher price with a generous standby note can require less of your money than a lower price with an all-cash injection.

Why the seller says yes

A motivated seller, especially a retiring owner in the silver-tsunami wave, often prefers a standby note to no sale at all. It also signals they believe the business will keep performing after they leave.

The costs "no money down" pitches leave out

The injection isn't the only cash you need. Budget for these too, or you'll close the deal and immediately be short:

  • Working capital. Payroll, rent, and suppliers don't pause on day one. Many deals fold a working-capital line into the SBA loan, but you want a personal cushion regardless.
  • Closing costs. SBA guaranty fee, legal, and diligence expenses. These are real dollars, often several thousand and up.
  • Living expenses. Your DSCR math should reserve an owner's salary, but you still want savings for the bumpy first months.

A useful rule of thumb: the 5% injection is the entry ticket; a healthy buyer also has a reserve on top so a slow first quarter doesn't become a crisis.

Don't drain yourself to the last dollar

Bringing exactly 5% and nothing else is fragile. The strongest buyers hit the injection and keep a reserve. Being cash-light is fine; being cash-empty on day one is dangerous.

The bottom line

"No money down" is really "as little of your own money as the SBA allows", and that floor is about 5% in cash, plus a sensible reserve. On a $1M business, that's roughly $50,000 to control a company earning six figures, with the bank funding 90% and the seller often bridging the rest. That's not a gimmick. It's one of the best-leveraged deals in America, once you drop the fantasy of literally zero and run the honest numbers.

Run your own capital stack

Plug in a price and see the injection, loan payment, and DSCR in seconds.

Loan CalculatorDSCR Calculator

Frequently asked questions

Not literally with zero. SBA requires a 10% equity injection and the buyer must bring at least half in cash, so the honest floor is about 5% of the price in your own money. A full-standby seller note can cover the other 5%.

Plan on roughly 5%, about $50,000, in your own cash, plus a working-capital and closing-cost reserve. A full-standby seller note can supply the other 5% of the required injection.

A seller note on full standby can count toward up to half of the SBA's 10% injection. The seller effectively finances 5% of the price, so you bring 5% in cash instead of the full 10%.

Sources

  1. SBA SOP 50 10 8 (eff. June 2025), 10% equity injection, buyer cash minimum, and seller-note standby rules, sba.gov SOP 50 10.
  2. WSJ Prime Rate (6.75%), base index for most SBA 7(a) variable-rate loans, WSJ Money Rates.
  3. SBA Form 155 (Standby Agreement), sba.gov Form 155.
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Educational only, not financial, legal, or tax advice, and not a loan offer. Figures are illustrative; actual injection, rates, fees, and structure vary by lender and deal. Confirm with an SBA-preferred lender.

Published March 18, 2024 · Reviewed by the Acquisition Ace team