Buying an Existing Business: Acquisition as a Path to Ownership
SDE-based valuation, financing an acquisition with an SBA 7(a) loan and seller notes (current 2026 terms), buyer due diligence, red flags, and the first 100 days after closing.
Why Buy Instead of Build?
Buying an existing business trades the time and risk of building from zero for immediate cash flow, an existing customer base, a trained team, and operating systems that already work. It's a genuinely different path to ownership than founding a startup β one that's grown significantly as a career path in its own right, often through what's called "search fund" or "self-funded search" acquisition.
The real tradeoff: you're paying for what already exists, and you inherit its actual problems along with its strengths β an underperforming employee, an outdated system, a customer relationship that was more fragile than it looked. Buying well requires being just as rigorous about finding and pricing those inherited problems as you are about valuing the upside.
Valuing a Business You Want to Buy
Common small business valuation approaches
| How it works | Best for | |
|---|---|---|
| SDE multiple | Seller's Discretionary Earnings (profit plus owner's salary/perks added back) multiplied by an industry-typical multiple | The standard method for most small, owner-operated businesses |
| Asset-based | Valuing the business based on its tangible and intangible assets minus liabilities | Asset-heavy businesses, or businesses with limited standalone profitability |
| Market comps | Comparing to actual sale prices of similar businesses recently sold | When comparable transaction data is genuinely available for your industry and size |
Why SDE matters specifically: small business financials often run significant personal and discretionary expenses through the company, which distorts a simple profit number. SDE adds back the owner's salary and discretionary spending to reveal what the business would actually generate for a new owner β the real basis most small-business valuation multiples are built on.
Financing the Purchase: SBA 7(a) and Seller Notes
The SBA 7(a) loan is the most common financing tool for acquiring a small business, used heavily by both individual buyers and search-fund acquirers. As of 2026, typical terms run up to $5 million in loan size, 10-year amortization, financing roughly 75β85% of the purchase price, at interest rates currently around 10β11%. Lenders generally require the buyer to put in at least 10% cash (not borrowed funds), and up to 5% of the price can come from a seller note held on full standby (the seller defers repayment until the SBA loan is satisfied) β meaning a buyer can often acquire a business with as little as 10β15% of the purchase price in their own cash.
Eligibility requirements are real, not a formality: lenders typically look for a buyer credit score of 680+, at least 2 years of relevant management or industry experience, and β critically β the target business itself needs at least 2 years of consistent positive cash flow with a debt service coverage ratio (DSCR) of at least 1.25, meaning its cash flow needs to cover the new loan payments with real margin, not just barely. The full process from LOI to funding commonly takes 60β120 days.
Buyer's Due Diligence Checklist
Checklist
0/5Asset Purchase vs. Stock Purchase β From the Buyer's Side
As covered in the companion lesson Exit Strategy & M&A from the seller's perspective, buyers generally prefer an asset purchase: it provides a stepped-up tax basis (larger future depreciation deductions) and lets the buyer more selectively avoid inheriting unknown or undisclosed liabilities tied to the prior entity. Sellers often prefer a stock sale for their own tax reasons β which is exactly why deal structure is frequently one of the more actively negotiated terms, sometimes bridged with a price adjustment rather than one side simply getting their preferred structure for free.
Red Flags That Should Slow You Down
| Why it matters | |
|---|---|
| Declining revenue framed as "temporary" | A real trend deserves real scrutiny, not the seller's preferred explanation taken at face value |
| Heavy customer concentration | The loss of one relationship after you take over could threaten the whole business |
| The owner IS the business | If all key relationships and institutional knowledge live entirely in the seller's head with no documentation or transferable process, what you're really buying may leave when they do |
| Inconsistencies between tax returns and internal financials | A meaningful gap between what's reported to the IRS and what's shown to you is a serious integrity red flag, not a minor discrepancy |
The First 100 Days After Closing
The instinct to change everything immediately after taking over is understandable β and usually a mistake. Existing employees and customers are adjusting to new ownership already; layering in a wave of sudden changes on top of that adjustment increases the odds of losing exactly the people and relationships that made the acquisition valuable in the first place. Spend real time in the first 100 days genuinely understanding how the business actually runs before making major changes, build trust with key employees and customers directly, and prioritize retention of what's working over immediate optimization of what isn't.
Check Your Understanding
Quick Check
Why is SDE (Seller's Discretionary Earnings) used instead of simple net profit when valuing a small, owner-operated business?
A buyer is evaluating a target business with an SBA 7(a) loan. Why does the target's own cash flow and DSCR matter, not just the buyer's creditworthiness?
Key Terms
Key Terms
- SDE (Seller's Discretionary Earnings)
- Business profit with the owner's salary and discretionary expenses added back -- the standard basis for small business valuation multiples.
- DSCR (Debt Service Coverage Ratio)
- A measure of whether a business's cash flow sufficiently covers its debt payments -- a key lending requirement for acquisition financing.
- Seller note
- Financing provided by the seller as part of the purchase price, often held on standby until a primary loan (like an SBA 7(a)) is repaid.
- Customer concentration
- The degree to which a business's revenue depends on a small number of customers -- a key acquisition risk factor.
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Series A+ Fundraising and Investor Board Dynamics
Discussion & questions
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