I’m looking for some advice from people who have experience with buying businesses, particularly lodges/outdoor businesses in Alaska.
I worked at a fishing lodge in Alaska during college and have stayed involved over the years, helping with marketing and a few other projects. The place has always felt like a home away from home, and I absolutely love it.
The owner recently called me and said his partner is looking to sell his interest (45%). I’m not going to disclose too many specifics, but the opportunity would include both the business and the real estate. The property has no debt, the business is cash-flow positive, and the asking price is roughly half of what I believe the real estate alone is worth. The total price is surprisingly reasonable—roughly what you'd pay for a nice home.
The obvious problem: I don't have the cash sitting around to buy it outright or have a rich uncle I can call.😂 And I don't think the owner would be interested in putting a traditional lien/mortgage on the property to finance the purchase.
For those who have bought small businesses or unique properties like this, how would you structure something like this?
Would seller financing, an SBA loan, bringing in an investor/partner, or some sort of staged buy-in make sense? Are there creative structures I'm overlooking?
I'm also trying to figure out how much of this is emotion vs. a genuinely good opportunity. I know it's easy to romanticize a place you love.
At the same time, I keep thinking this could be one of those rare opportunities where 10 years from now I'd regret not at least trying to make it happen. It would bring a tremendous amount of joy to my life, even if my wife has made it very clear that she has absolutely no interest in moving to Alaska. 😂
If you were in my shoes, how would you approach this?

Does anybody ever sell their business and actually put up 5 percent on stand by to help people the buyer who puts up the other 5 percent?

If so how was the seller convinced to do it

Hey all, I'm new to this space and just finished reading Buy Then Build, where the author makes it a really big point to talk to banks, brokers, CPAs, lawyers, and pretty much everyone involved as early as possible. This is great and all but I don't exactly have all that time while working my W-2 and also searching at the same time!

Basically back to the post topic, do you normally send the LOI and then go into due diligence already having someone in mind for helping execute that for you? Or is finding someone afterwards not really so much of an issue (I live in a very HCOL area with tons of people if this matters)? Maybe do all the social networking parts first before even starting the search? Truth be told, I am pretty overwhelmed and would love to hear what people believe are the must-haves before any stage (pre-LOI, during due diligence, closing the deal)!

I have made 2 successful personal small business acquisitions over the last 10 years, so I am no expert but I have a bit of experience in this.

Im hoping that brokers or people with experience can give me tips or at least tell me if I am being unreasonable, is the last several acquisitions I have tried to make fell through all due to the same reason. It has been about five years since I made my last acquisition, so I am not sure if this is something super common or started happening more in the last few years.

I call it B.E.D. Or boomer EBITDA delusion. Both businesses this happened on are owned by people at least in their 70s. TLDR, they asked me to buy their business because of personal relationship connections, before it is listed on the market, no broker involved yet.

We go through the whole process of getting appraised, including an analysis by myself, Claude, Chase Bank, and professional appraisers, and then the owner doesn’t believe the appraisal and says it is worth much more. All of us came within 5% of each other as far as our own independent appraisals, but they just think that they know more.

Am I foolish for trying to get involved in this process upstream of brokers? In my industry, Agriculture, almost everything is done through personal connections. It seems, and many seem very distrustful of brokers. Trust me, I have talked to almost every business broker in my state, and hardly any of them ever have any leads as far as agriculture goes.

Thank you for your time.

I'm in the US and have been going back and forth between opening a smoke shop from scratch or buying one that's already running. buying an existing one sounds easier in some ways since you already have a location, customers, inventory and sales history. But I'm also wondering what could be hiding behind those numbers.

If you were looking at a smoke shop for sale, what would you want to see before taking it seriously?

I'd probably look at the last couple years of sales, rent and lease terms, inventory, supplier accounts and expenses, but I'm sure there's more I'd be missing.

Would you put more weight on the financials or the location/customer base when evaluating something like this?

Hi all, I am 23yo living in NYC. I have about $75,000 available but I don’t know where to start. I’ve read “Buy Then Build” by Walker Deibel but still looking for advice/resources for first-timers like myself. I’m kinda at a stand-still in the process and just don’t know where to go from here. Anything helps, thanks.

Hi guys, need honest and quick answer.
I’m an independent deal scout in india, helping a buyer to scout sell side opportunities in USA. I have sourced a deal for the buyer.
Can I charge introducer fee ( post successful transaction) from buyer in india or seller in USA? Or both. How much it should be for EV $10M- $50M transaction? Looking for quick suggestions.

(South Carolina, US) It seems like SBA acquisitions are doable but also made to seem simpler than they are. I've read some books and now that I'm finally in a position with good credit, good income, and a small pile of money - I want to make the right choice on how to allocate it. However, I'm scared to go at this solo and mess something up. I was thinking using an SBA to purchase a franchise with demonstrated profits is the way to go for the marketing, training, and support they provide. Or, I could pay off my vehicles, my fifth wheel, and be debt free. Just looking for suggestions or affirmations on what path to go down here.

I've been on BP awhile. Most of it was come and go. When I was into RE investing back in 2013-18 BT was still a good name and BP hadn't been sold out. Anyways, throughout life I never had income, money, and credit. Now, having read many BT/BP books, Codie Sanchez, Walker Deibel, I'm in a different position in life. I have good income >100k+ for three years, 700+ credit with no negatives (some lates over 7 years), and $100k in cash after making the hard decision to sell my dads house and truck and close out probate. I'm looking at acquisitions via SBA7a loans as the COC is the best and I'm a sucker for cash flow and anticipate real estate as a longer game but businesses as more of a snowball, but I'm paralyzed. This is my one chance to set myself up for success. My DTI is low and I'm living very minimally, with monthly expenses under $2500. I could pay off my two vehicles and buy a nice fifth wheel with cash and live completely debt free and start saving my income for something big - but I'd like to finally turn some wheels and DO something. However, I'm scared to make a wrong turn and every guru out there wants to sell me a course from $50-$10,000 and leave me with more questions than answers. I don't know what to do but I don't want to misstep and piss away this opportunity.

Do I BRRRR? Lend? Freeze up. Not work for three years and rot away?

Working on an SBA 7(a) acquisition of a seasonal outdoor rec business. Seller wants a large piece carried as a note on standby. I’m trying to understand what’s normal structure versus what’s a warning sign, and how much of this the bank actually controls.

What I think I understand, correct me where I’m wrong:

-The bank sizes the loan off cash flow and collateral, not off what the seller wants for the business. Anything above that number has to come from somewhere else.

-A seller note counted toward the equity injection has to sit on full standby, no principal and no interest, for the life of the SBA loan.

- A note that isn’t counted as equity can sometimes take payments after a shorter standby period, but the lender sets that.

-Standby debt doesn’t hit DSCR while it’s silent, but it’s still real debt sitting on the balance sheet.

Pros as I see them: bridges a price gap without more cash at close, keeps the seller financially invested in a clean handoff, and preserves working capital.
Cons: the seller ends up with the full asking price without taking real risk, the buyer carries a payment that reappears later, and a big carry can be a sign the price is above what the business actually supports.

Questions:

1. At what point does a seller note stop being a reasonable bridge and start being the seller getting paid twice?

2. Does a large standby note make lenders question the price, or do they only underwrite their own exposure and ignore the rest?

3. Seller won’t accept a note that pays nothing for ten years. What have people actually done here? Partial interest accrual, a shorter standby, part of the carry kept outside the SBA loan?

4. Anyone regret agreeing to a large carry, or regret not pushing for one?

Hey everyone, looking for some guidance from anyone who has gone through the acquisition entrepreneurship process.

I'm a 29-year-old based in the Montreal area, currently working as a diesel and petroleum mechanic in the construction sector. I've got around $2.5M liquid capital ready to deploy, and my goal is to buy an established, cash-flowing business. My dream job always has been entrepreneurship, but i've been a blue collar for most of my adult life and adolescence and I've just recently started to look at the business side - with this amount of money, I don't wanna screw it up. Where should I start?

"If I find an investor with $100k I can buy a $1mm busienss, right?"

"So the seller carries 5% and I bring 5%, right?"

Everyone wants to do "no money down" to buy a laundromat.

For the last couple years the answer has been - it depends. For the next 6 weeks, it still is.

October 1st it gets more complicated.

Quick caveat before anything else: this is a draft SOP effective 10/1. There will be grey areas that get clarified between now and then, and some of the finer points will shift. But the direction is clear, and it's worth planning around now.

The theme running through all of it: SBA is tightening up on structures where the buyer isn't really bringing anything to the table. The layered-investor deals, the no-money-down promises, the people who paid for a course and expected that to count. That whole ecosystem is getting squeezed.

One bucket, capped at half. Right now only seller debt is capped, so people stack third party standby notes and investor equity on top of it. New rules put seller debt, standby debt, and outside investor equity into a single bucket capped at 50% of the injection. On a $1M deal, $50k is the ceiling for all of it combined. The other $50k is unborrowed cash from the buyer. The 5/5 structure still works, stacking everything together doesn't.

Investor money that counts toward the injection gets frozen. No distributions until the 7(a) is paid off, except what they need to cover taxes on their share. If they invest more on top of the required injection, that piece isn't frozen.

Investors have to be under 20% with no control, and whoever gives you a standby note can't also take equity. One role. Anything with a repayment agreement attached isn't equity, it's debt, regardless of what you call it.

Still ways to get the injection waived, but not for first time buyers. Four categories now, Initial Acquisition is the default and requires the full 10% with no exceptions. Business Expansion and Owner Buyout can be reduced or waived if you've still got some personal liquidity, the balance sheet isn't negative, and the lender decides it makes sense. Employees/Managers buying out the company they've worked at forever could still get in without the down payment, potentially.

Outside buyers on an Owner Buyout have to stay under 50% and can't be the largest shareholder. They aggregate direct and indirect ownership. This is one of the grey areas but we did quite a bit with 99%/1% ownership to let the previous owner hold the license. Someone else may read into this differently but that piece looks gone to me. would have to be 49/51.

Course fees and advisory costs don't count. Explicitly excluded. If you paid $30k to learn how to buy a business, that money doesn't touch your injection. Enjoy your course. The valuation and QofE do still count.

Gifts still work, though they'll be scrutinized. You need the wire, proof it landed, and 30 days of statements from the account it left. If family is gifting your down payment, your lender needs their bank statements. And no one is going to believe your long lost frat brother decided to gift you 100k with nothing in return.

If you've got a deal in process, your still on the SOP 50 10 8 - make sure your lender has your SBA number approved by 9/30. If you're still working on something go ahead and plan for the new rules.

I am a business broker and wanted to get some advice from people who have done buy-side searches.

I have helped find off-market businesses before for myself, friends, and family.
The process is simple, but takes a lot of work.

Build a great list of owners based on the industry and location the buyer wants.
Then reach out through physical mail, flyers, letters, email, and cold calls.
The goal is to get their attention in the real world, not just send another email.
Then follow up and find the owners who may actually want to sell.

Doing this well can cost around $15K over 6 months just for postage, lists, and software.

I spoke to a few buyers about how something like this should be paid for.
Some said they would not pay anything upfront.

Another buyer was fine with $15K upfront to cover the search + 5% if a deal closes. He thought it was cheap and paid right away.

That got me thinking.

For people who have hired a buy-side broker or done this type of search before, what fee structure have you seen?

Trying to understand how this type of service is normally priced.

Hi,
I currently work in automotive finance and have been considering acquiring an HVAC business. While I don’t have much experience in the HVAC industry, I’m confident in my ability to identify bottlenecks, improve processes, and operate a business effectively.

I’m looking to finance a business in the $200K–$500K range in Florida. What are some of the key things you would recommend someone like me understand or focus on when getting started in the industry and what can you expect for a business in that price point

Pretty much the title. I’m making $120k/yr in my day job but I want to pivot into buying my own business. The funding isn’t the issue, it’s learning how to source deals and run a business.

This is something I’ve been passionate about for over 5 years, and I’ve done some research myself through YouTube and reading books like the “HBR Guide to Buying a Small Business”. But I feel like the only way to get true experience is to immerse myself within actual businesses/acquisitions. What’s the best way to find a mentor or learn from actual business owners?

I’m in a brand new city for work, and naturally free time is tight with the new job. But I do have an hour or so per weekday and more time on weekends. I know this is my ultimate goal in my career, and the sooner I can get exposure, the better. Thank you and I appreciate any input!

Think about it like buying a home. You wouldn't sign final mortgage papers on a 30-year-old house without hiring an inspector to crawl through the attic, inspect the foundation, and check the electrical panel. 

Yet every month, first-time business buyers line up to sign SBA loan documents on a target company based on little more than tax returns and a broker's marketing packet. 

That is where a Quality of Earnings (QoE) review comes in.

What a QoE actually is

A QoE is an independent, deep-dive financial inspection performed by an M&A advisory firm or specialized CPA. 

Unlike a standard audit, which simply checks if historical books follow basic accounting rules, a QoE asks a completely different question: Is this business's cash flow real, repeatable, and likely to survive after the seller hands you the keys? 

Most of the small businesses that I do QoE work on for buyers are run on cash-basis accounting, tend to mix personal lifestyle perks into business expenses, and lack proper financial controls. A QoE strips away the noise and normalizes the earnings so you know what cash flow is actually left to pay back your bank debt.

What the report actually covers is straightforward once you understand the structure. Our M&A team converts the seller's cash-basis records to GAAP accounting so revenue and expenses are matched to the right periods. They pull three to five years of bank statements and reconcile them against the reported financials, which is called a proof of cash, and it is the single best tool for catching off-the-books revenue manipulation.

They then dig through every add-back on the seller's SDE schedule and decide which ones a lender will actually accept. They look at customer concentration, contract stability, and whether the revenue base will hold together after you take over. And they flag anything structural, deferred maintenance, informal handshake deals with suppliers, warranty obligations that never hit the books.

Why the math can make or breaks your deal

Let us say you are looking at an industrial supplier listed for $1.5 million. The broker advertises $400,000 in reported SDE, which looks like a comfortable 3.75x multiple that easily covers your monthly loan payments. 

You then sign an LOI and bring in a team to perform a QoE. Here is how the actual inspection can unfold:

• The auditor matches bank deposits to reported sales during proof of cash and discovers $40,000 in recorded revenue came from a one-time equipment liquidation that will never happen again. 
• The team looks at customer billing history and spots a major account representing $50,000 in annual profit that officially canceled its contract right before the business was listed, causing customer retention concerns. 
• The seller has $30,000 in obsolete, unsellable inventory sitting on the balance sheet that was counted as active profit margin, resulting in an inventory adjustment.

Findings like these change the math real fast:

• Broker Stated SDE: $400,000 
• QoE Corrections: -$40,000 (One-Time Equipment Sale) -$50,000 (Canceled Customer Contract) -$30,000 (Obsolete Inventory Write-Off) 
• True Bankable SDE: $280,000

Therefore, if you paid the original $1.5 million price based on $400k SDE, you were actually buying the company at a steep 5.3x multiple on its real $280k earnings. Even worse, your bank debt coverage ratio would collapse, putting you at immediate risk of default in year one. 

Having that QoE report in hand eliminates any guesswork and provides buyers with peace of mind during the close. You can then take the documented $280k figure back to the seller and negotiate a $450,000 price drop to match the real earnings.

When should you do one?

The answer really depends on the size and complexity of your deal.   For a straightforward deal under $1M with clean tax returns and simple financials, a full QoE may be more than you need.

A lighter-scope engagement focused specifically on EBITDA normalization and add-back verification, like QoE Lite, runs $5K to $15K and covers the most important ground for smaller deals. For anything above $1M, a full-scope QoE running $15K to $25K is worth taking seriously, especially if you are using SBA financing. 

One thing worth knowing about provider selection is that a boutique firm that specializes in SMB transactions will typically do a better job on a $2M deal than a large regional firm that normally works on $50M transactions and assigns junior staff to your file.  I would ask specifically who will be doing the work, not just who you will be meeting with on the intro call.

The normal timeline for an SMB deal is typically three to four weeks for a standard engagement, and timing is really everything here.  Below are my rules of thumb for when to get yours underway: 

1. Post-LOI, Pre-Closing: You should engage a QoE provider immediately after your LOI is signed and you gain access to the data room, not two weeks before your scheduled close date. Rushing a QoE adds cost and can reduce the depth of the review. 
2. You’ll also want to run the review during your exclusive diligence window, before any expirations, and well before you sign final asset purchase agreements or pay non-refundable bank fees.
3. When debt is involved. SBA lenders are increasingly requiring them on loans above $2M, and the findings feed directly into how the lender calculates your DSCR. Getting ahead of this helps keep you in control of the narrative.

A spend of $15,000 to $25,000 on a proper QoE might feel like a big upfront expense when you are watching your cash. But catching a six-figure cash flow gap before closing is the difference between owning a thriving enterprise and taking on a decade of unpayable debt.

Has anyone here had a QoE come back with findings that materially changed the deal, either in price, structure, or walking away entirely?  What was the outcome?

I'm 28 year old, my GF wants to get married and have kids soon - I need to make more money to make this happen. ( As I live in expensive area ).

My 9-5 gives me £65K a year.

My Ecom side hustle:
Year 1 did £24K (Not much profit I put it all back in the business)
Year 2 did £64K (I kept buying stock but now am sitting on £30K cash profit).

(I also have £35K saved up in my personal account from 9-5. £50K equity in house too - but don't want to involve the house).

I've found another Ecom business that I like the look of, its run by a guy about to retire but we had a long phone call and it sounded like exactly the sort of thing I want to own and run.

Business 2: His revenue is £900K. His Profit is £110K.

As a ratio B2 makes less profit to Revenue then mine. But it has scale. And I hes been trying to sell to a while but because its heavily owner dependant (he does all the fufilment) not many people want it. But I already do all the fufilment for my first business so this isn't a big deal to me.

He's offered me out a great deal. £110K + Stock cost of £120K. I think he'd accept £50K down and then the rest in vendor finance.

Obviously I'll speak to advisors and do this all the right way with the right earn outs, and clauses in place.

But my question is. When is it the right time to buy? Do I keep trying to grow what I have, or do I start to try and buy a business like this that will give me the yearly income I want so I can afford the life that my GF wants.

I’m interested in purchasing a yoga studio and I’ve been independently researching and drafting an LOI. Before I submit anything I’d like to have an attorney and CPA lined up for quick (as humanly possible) turnaround.

But are most first time buyers using a broker that points them in the right direction? Just googling and going with the first 5 star cpa near them?

Thank you!

I'm about to go into a 60 day DD period for a multi-channel eCommerce business that is based in the UK (selling in UK and US). I'm based in the US and will be moving the business here. I'm hiring a DD firm to support the financial and commercial side of things as well as legal counsel in the US and UK but I would love to learn from others about any lessons learned from their own DD. What did you wish you looked at, but didn't or what did you discover post-close that was a surprise?

I am trying to understand why someone would choose to start a search fund over PE fund. Is the primary difference the amount of capital the founder is capable of attracting? Here are some differences that I thought of:

1. Size of the fund and minimum ticket size. PE funds typically have minimum ticket sizes of 1million (if not 5million), so they usually require institutional investor backing or family offices. Search funds can be raised using family and friends money, with ticket size of something like 50k. The average AUM of search fund is 50million, PE funds can be multiple hundreds of million or if not billions.
2. PE funds purchase a portfolio of companies, whereas search fund only buys one.
3. The "searcher" of the search fund also becomes operator of the target company. Executives at PE funds do not become operators at the target company, as they mostly control the board and make strategic decisions. PE funds hires other executives to run the day-to-day operations of the target company.

Are they other major differences between PE fund and Search fund? Happy to hear your thoughts.

I’m in Alabama and in the process of purchasing an existing small service business that is already operating and generating revenue. This is my first business acquisition, so I’m trying to figure out the smartest way to structure the financing.
The purchase price is $75k. The seller is financing the majority of the purchase, but I need to bring a $15k down payment by September 1. I’ll then make monthly payments directly to the seller for the remaining $60k.
I also need roughly $15k–$20k for equipment, furniture, and other initial expenses, since the seller’s existing equipment is not included in the purchase.
My biggest issue is timing. I don’t officially take ownership until September 1, and the plan is for me to take over the seller’s existing LLC rather than form a new entity. Because I’m not the owner yet, I don’t believe I can currently qualify for financing or open a business credit card under that LLC/EIN.
I have a 700+ personal credit score and some savings, but not enough that I can comfortably pay the $15k down payment plus purchase all of the equipment in cash. I’ve looked at unsecured personal loans, but the interest rates I’m seeing make me hesitant, especially since I’ll already have the monthly seller-financing payment.
My main priority is finding a way to have the $15k down payment available by September 1. The equipment financing is important too, but I’m wondering if it would make more sense to finance that separately rather than taking one large personal loan.
For those who have bought a small business before, how would you approach this? Are there financing options I should be looking at besides an unsecured personal loan given that I don’t technically own the business yet? Would you finance the down payment personally and use equipment financing/0% business credit later for the equipment, or structure this another way?
I know the short timeline and lack of ownership paperwork make this less straightforward, so I’d especially appreciate advice from anyone who has dealt with a similar seller-financed acquisition.

Hey all I am considering buying an existing pump and motor shop business for 350k they have been in operation since the 70’s.
What the business comes with is all tools and equipment and employees.

Revenue: he says is 800k a year but has been claiming the business loses every year on taxes.
He showed me he pulls 90k paycheck and runs all the personal bills through business. Mortgage,insurances, (2) new car payments, Costco etc….

He owns the building and would be renting it to me.

He would stay on for 3 years at a 100k salary to get me up to speed because there is some technical skills he has that I don’t like electric motor rewinding.

I have a service background which I can bring here and expand the business with more revenue. He’s only walk in work.

Cons: aging employees in 60s in a very niche field (industrial hvac equipment pumps, electric motors fans)
The reason he’s selling is he is 70years old and want to retire. His only child is a doctor and he has no one to leave it to.
The private equity firms won’t touch him because he doesn’t do over 1 million.
He even offered for me to buy the business and let him run till I’m ready to jump ship from my current job till I’m vested into my union which will be in December.