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Pillar Guide · Financing & Deal Structure

How to structure a business acquisition

A business acquisition is a capital stack of bank, seller, investor, and your money.

The short answer: Almost every small-business purchase is built from four money sources, a bank or SBA loan (usually ~90%), your own cash, a seller note, and sometimes outside investors. The SBA requires a minimum 10% equity injection, and up to half of that can be a seller note on full standby. So the realistic floor for your own cash is about 5% of the price, a true $0 personal-cash deal is possible but rare. Pick your structure below.

The capital stack: how every deal is built

Think of a purchase price as a stack you fill from the cheapest money up. The bank sits at the bottom (senior, secured, first to be repaid). The seller note sits in the middle. Your cash, and any investor equity, sits on top and gets paid last. Here is a typical, current stack for a $1,000,000 business:

Standard SBA acquisition capital stack, $1,000,000 business
LayerAmount% of priceRole
SBA 7(a) bank loan$900,00090%Senior debt, up to 10-yr term
Your cash injection$50,0005%Half of the 10% minimum injection
Seller note (full standby)$50,0005%Counts as injection; paid last
Total$1,000,000100%Plus working capital & fees, often financed

Every structure in this hub is just a different way to fill those layers, replacing your cash with a seller note, an investor's check, home equity, or a retirement rollover. Model any version with the SBA loan calculator and check what you can afford with the max purchase price calculator.

You don't buy a business with money. You buy it with a structure, money is just one of the layers.

Start with the honest one

Most "no money down" content online is fantasy. Our no-money-down guide shows the real capital-stack math, where the last 5% actually comes from, and when $0 out of pocket is genuinely possible.

The complete deal-structures library

Nine deep-dive guides. Start with your situation: little cash, a motivated seller, home equity, a 401(k), or investors ready to back you.

Funding your side of the stack

Structuring the deal itself

Choosing your path

Two tools to pressure-test any structure

Every guide links back to these, plug in your deal and see the payment, DSCR, and price you can afford.

Frequently asked questions

An SBA 7(a) loan for about 90% of the price, your own cash for at least 5%, and a seller note on full standby for the remaining 5%. The SBA requires a minimum 10% equity injection, and up to half of that can be a full-standby seller note. See SBA loans.

A true zero-cash deal is rare. Usually "no money down" means your cash is ~5% while a full-standby seller note covers the other 5%. A genuine $0 out-of-pocket deal needs investor equity, 100% seller financing, or a ROBS rollover. See the honest math.

Up to 50% of the required equity injection, but only if the note is on full standby for the life of the loan and documented on SBA Form 155. On a 10% injection that is up to 5% of the price. See seller notes on standby.

Buying mostly with borrowed money, an SBA or bank loan plus a seller note, so the business's own cash flow repays the debt. As the loan amortizes, your equity grows. Lenders underwrite to a DSCR of ~1.15 to 1.25×. See the LBO guide.

Sources

  1. SBA SOP 50 10 8 equity-injection and seller-note rules, sba.gov 7(a) program; Windsor Advantage and Live Oak Bank analyses (2025 to 2026).
  2. Small-business LBO structure and leverage norms, Arc and CT Acquisitions LBO guides (2026).
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Educational only, not financial, legal, or tax advice, and not a loan offer. SBA rules change; confirm current requirements with an SBA-preferred lender before structuring a deal.