Using Debt to Buy a Business: How Leverage Works in Acquisitions

Financial documents and check on executive wooden desk with brass pen and leather portfolio, symbolizing business acquisition financing and SBA loan closing.

Most first-time business buyers make the same assumption: "I need millions of dollars in cash to buy a business worth millions of dollars."

This assumption keeps talented operators, experienced managers, and entrepreneurial buyers on the sidelines. The truth is, very few business acquisitions are funded with 100% buyer cash. In fact, most successful acquisitions in the lower middle market (businesses valued between $1 million and $20 million) are structured with significant debt financing.

This guide explains how leverage works in business acquisitions, how SBA loans make it possible for buyers with limited personal capital to compete, and what lenders actually look for when evaluating your deal.

If you have been thinking about buying a business but believed you did not have enough cash to get started, this article will change your perspective.


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What is Leverage in a Business Acquisition?

Leverage is the use of borrowed money to finance the purchase of an asset—in this case, a business. Instead of paying the full purchase price in cash, you use a combination of your own equity and debt from lenders to complete the transaction.

Here is a simple example:

  • Purchase Price: $5 million

  • Your Cash (Equity): $1 million (20%)

  • Debt (Loan): $4 million (80%)

You control a $5 million business with $1 million of your own money. The rest is financed through debt, which you pay back over time using the business's cash flow.

This is not speculative or risky by default. It is standard practice in business acquisitions, and when structured properly, it is one of the most effective wealth-building tools available.


Why Debt Is Not the Enemy

Many people associate debt with financial stress, over-leveraging, or risky speculation. That fear is understandable in consumer finance, where credit cards and personal loans are often used to fund consumption rather than income-producing assets.

But business acquisition debt is fundamentally different. You are not borrowing to buy a lifestyle. You are borrowing to acquire an income-producing asset that generates cash flow to service the debt.

When you buy a profitable, stable business with leverage:

  • The business pays for itself over time.

  • You own 100% of the equity while only putting down a fraction of the purchase price.

  • You amplify your returns significantly compared to all-cash deals.

Lenders understand this. That is why SBA loans, traditional bank financing, and seller financing are all designed specifically to support leveraged acquisitions.


The Most Common Debt Structure: SBA 7(a) Loans

For buyers acquiring small to mid-sized businesses in the United States, the SBA 7(a) loan program is the gold standard.

The Small Business Administration (SBA) does not lend money directly. Instead, it guarantees a portion of the loan made by an approved lender, reducing the lender's risk and making it possible for buyers to secure favorable terms.

Key Features of SBA 7(a) Loans for Acquisitions:

  • Loan Amount: Up to $5 million

  • Down Payment: Typically 10%–20% of the purchase price

  • Interest Rates: Usually Prime + 2.25%–2.75% (variable) or fixed rates slightly higher

  • Loan Term: Up to 10 years (sometimes 25 years if real estate is included)

  • Collateral: The business assets, and often personal guarantees

  • Seller Financing: Often required as a "standby note" for 5%–10% of the deal

Why Buyers Love SBA 7(a) Loans:

  • Low down payment: You can acquire a $5 million business with as little as $500,000 to $1 million in cash.

  • Long repayment terms: A 10-year term keeps monthly payments manageable relative to the business's cash flow.

  • Non-recourse to personal assets (with limits): While personal guarantees are standard, SBA loans are primarily secured by the business itself.

Why Lenders Love SBA 7(a) Loans:

  • Government guarantee: The SBA guarantees up to 85% of loans under $150,000 and 75% of loans above that, reducing lender risk.

  • Strict underwriting standards: The SBA enforces clear criteria around buyer qualifications, business quality, and cash flow coverage.

If you are a first-time buyer with limited personal capital, an SBA 7(a) loan is often the most accessible path to a leveraged acquisition.


The Math Behind Leverage: How It Amplifies Your Returns

Let's compare two scenarios: buying a business with 100% cash versus buying the same business with leverage.

Scenario A: All-Cash Purchase

  • Purchase Price: $5 million

  • Your Cash: $5 million

  • Annual EBITDA: $1.25 million

  • Your Annual Return (assuming you take $1.25M as profit): 25% ($1.25M ÷ $5M)

Scenario B: Leveraged Purchase (80% Debt, 20% Equity)

  • Purchase Price: $5 million

  • Your Cash (Equity): $1 million (20%)

  • SBA Loan: $4 million (80%)

  • Annual EBITDA: $1.25 million

  • Debt Service (10-year loan at 8% interest): ~$582,000/year

  • Cash Flow After Debt Service: $668,000

  • Your Annual Return on Invested Capital: 67% ($668K ÷ $1M)

In the leveraged scenario, you more than double your return on invested capital compared to an all-cash purchase.

The Power of Leverage Over Time

After 10 years:

  • All-Cash Buyer: You have earned $12.5 million in profit (10 years × $1.25M), and you still own a $5 million business.

  • Leveraged Buyer: You have earned $6.68 million in profit (10 years × $668K after debt service), the loan is fully paid off, and you now own a $5 million business free and clear, having only invested $1 million upfront.

The leveraged buyer built the same asset with five times less capital and can now deploy their remaining cash into additional acquisitions, investments, or other opportunities.


What Lenders Look for in a Leveraged Acquisition

SBA lenders and traditional banks use a consistent framework to evaluate whether your leveraged acquisition is fundable. Understanding these criteria will help you structure a deal that gets approved.

1. Debt Service Coverage Ratio (DSCR)

This is the single most important metric lenders use. DSCR measures whether the business generates enough cash flow to cover its debt payments comfortably.

Formula:

  • DSCR = Annual Cash Flow Available for Debt Service ÷ Annual Debt Payments

What Lenders Want:

  • Minimum DSCR of 1.25× (some lenders require 1.3× or higher)

  • This means the business must generate at least $1.25 in cash flow for every $1.00 of debt service.

Example:

  • Annual EBITDA: $600,000

  • Annual Debt Service: $280,000

  • DSCR: 2.14× ($600K ÷ $280K)

A DSCR above 2.0× signals a very safe loan. A DSCR below 1.25× will likely be declined.

2. Your Experience and Industry Knowledge

Lenders want to know:

  • Do you have relevant industry experience?

  • Have you managed a business, P&L, or team before?

  • Do you understand the operations of the business you are buying?

First-time buyers can still qualify, but you will need to demonstrate:

  • A clear transition plan with the seller

  • Retained key employees or management

  • Relevant skills that transfer to the new business

3. Business Quality and Stability

Lenders prefer businesses that are:

  • Profitable for at least the past 3 years

  • Stable or growing in revenue and EBITDA

  • Not overly dependent on the seller for day-to-day operations or key relationships

  • Operating in non-speculative industries (manufacturing, distribution, home services, healthcare services, and similar sectors)

Lenders will scrutinize:

  • Customer concentration (no single customer should represent more than approximately 15% of revenue)

  • Revenue trends and seasonality

  • Gross margin stability

  • Quality of financial records

4. Collateral and Personal Guarantees

SBA loans are asset-based, meaning the lender will secure the loan against:

  • The business's tangible assets (equipment, inventory, receivables)

  • Real estate, if included in the acquisition

  • Your personal guarantee (standard for SBA loans)

If the business has limited hard assets (e.g., a service business with no equipment), lenders may require additional collateral such as personal real estate or other investments.

5. Skin in the Game: Your Equity Contribution

Lenders want to see that you have meaningful capital at risk. The typical equity requirement for an SBA 7(a) acquisition loan is:

  • 10% minimum (for very strong deals)

  • 15%–20% standard for most deals

If you are contributing 20% equity and the seller is providing 10% seller financing, the lender's exposure drops to just 70% of the purchase price, making the deal much more attractive.


Common Debt Structures in Leveraged Acquisitions

Most business acquisitions use a layered capital stack that blends different types of debt and equity. Here are the most common components.

1. Senior Debt (SBA 7(a) Loan or Bank Term Loan)

This is the primary loan used to fund the acquisition. It has:

  • The lowest interest rate

  • The first claim on the business's assets

  • A fixed repayment schedule (typically 5–10 years)

2. Seller Financing (Seller Note)

In many deals, the seller agrees to finance a portion of the purchase price. This:

  • Reduces the cash needed at closing

  • Signals the seller's confidence in the business

  • Is often subordinated to the senior debt (the seller gets paid after the bank)

Typical seller note terms:

  • 5%–20% of the purchase price

  • 5–7 year repayment term

  • Interest rate: 5%–8%

3. Earn-Outs

Earn-outs are contingent payments based on future performance. For example:

  • "If the business hits $1.5M in EBITDA in Year 2, the buyer pays an additional $300K to the seller."

Earn-outs are useful for:

  • Bridging valuation gaps between buyer and seller

  • Aligning incentives during the transition period

However, they are not considered "debt" by lenders. They are part of the total deal structure.

4. Equity Rollover

In some transactions, the seller retains a minority equity stake (e.g., 10% to 20%) instead of selling 100%. This:

  • Reduces the upfront purchase price

  • Keeps the seller invested in the success of the business

  • Can be a strong signal to lenders


What If You Don't Have the Equity? Using Investor Capital in SBA Deals

One of the most common questions from aspiring business buyers is: "What if I don't have $500K to $1M in personal cash for the equity contribution?"

This is a legitimate concern. The reality is that most first-time buyers do not have six or seven figures in liquid capital sitting in a bank account. Fortunately, there are several paths forward, though each comes with specific rules and trade-offs.

Can You Use Investor Money for Your SBA Equity Contribution?

The short answer is yes, but with significant restrictions.

The SBA has strict rules about who can provide equity capital and how that capital is structured. The fundamental principle is this: lenders want to see that you, the buyer-operator, have meaningful personal capital at risk. They do not want passive investors funding 100% of your equity while you operate the business with no skin in the game.

SBA Rules on Investor Equity

Here is how the SBA views different sources of equity:

1. Your Personal Cash (The Gold Standard)

Lenders strongly prefer that the majority of the equity contribution comes from your personal liquid net worth. This includes:

  • Cash in bank accounts

  • Proceeds from selling investments (stocks, bonds, real estate)

  • Retirement account rollovers (401(k) or IRA funds through a ROBS structure—more on this below)

If you are putting in your own money, lenders view this as the strongest signal of commitment.

2. Passive Investor Equity (Allowed, But Complicated)

You can bring in passive investors to contribute part of the equity, but the SBA imposes strict requirements:

Key Requirements:

  • You must contribute at least 5% to 10% of the total purchase price from your own funds. Even if investors are funding the rest of the equity, lenders want to see that you have personal capital at risk.

  • Passive investors must be subordinated to the SBA loan. This means if the business fails, the SBA lender gets paid back before your investors recover any capital.

  • Investors cannot have control or decision-making authority. They must be truly passive. If they have board seats, voting rights, or operational control, the SBA may classify them as owners, which complicates the loan structure.

  • You must retain majority ownership and control. Typically, this means you need to own at least 51% of the equity, and ideally more.

How This Works in Practice:

Let's say you want to buy a $5 million business and need $1 million in equity (20%).

  • Your Cash: $250K (5% of purchase price, 25% of equity)

  • Passive Investor Equity: $750K (15% of purchase price, 75% of equity)

  • SBA Loan: $4M (80%)

In this structure:

  • You own 51% to 100% of the equity (depending on how you negotiate with investors)

  • Investors are subordinated to the SBA loan

  • You are the majority owner and operator

This can work, but it requires careful legal structuring and a lender who is comfortable with passive investor equity.

3. Friends and Family Loans

Some buyers borrow money from friends or family to fund their equity contribution. The SBA allows this, but with conditions:

  • The loan must be fully subordinated to the SBA loan (friends and family get paid back last)

  • The loan must have a standby period (often 1 to 2 years where no payments are made)

  • The loan terms must be documented with a formal promissory note

This approach works, but it increases your total debt burden and reduces your cash flow cushion. Lenders will factor these payments into their DSCR calculations once the standby period ends.

4. Retirement Account Rollovers (ROBS)

If you have significant retirement savings (401(k), IRA), you can access those funds to finance your equity contribution through a structure called ROBS (Rollovers for Business Startups).

How ROBS Works:

  • You create a C-corporation to buy the business

  • You roll your retirement funds into a new 401(k) plan sponsored by that C-corp

  • The 401(k) plan invests in the C-corp by purchasing stock

  • The C-corp now has cash to use as equity for the acquisition

Advantages:

  • No early withdrawal penalties or taxes

  • Allows you to access retirement funds without liquidating them

  • The SBA views this as your personal capital (not investor capital)

Disadvantages:

  • Complex setup requiring specialized providers (costs $5K to $10K+)

  • Ongoing compliance and administrative costs

  • Puts your retirement savings at risk

  • Only works if you have substantial retirement account balances

ROBS is a legitimate and SBA-approved structure, but it is not right for everyone. Consult with a CPA and a ROBS specialist before pursuing this route.

Alternative Financing Strategies for Low-Equity Buyers

If you do not have sufficient personal capital and do not want to bring in investors, here are other strategies to consider:

1. Maximize Seller Financing

The more the seller is willing to finance, the less equity you need upfront. Some deals are structured with:

  • 10% buyer equity

  • 15% to 20% seller financing

  • 70% to 75% SBA loan

Sellers who are confident in the business and believe in your ability to operate it may agree to larger seller notes. This is more common in:

  • Smaller deals (under $2M)

  • Businesses with strong, recurring revenue

  • Situations where the seller has personal rapport with the buyer

2. Start with a Smaller Acquisition

If a $5 million business requires $500K to $1M in equity, consider starting with a $1 million to $2 million business that requires $100K to $300K in equity.

Once you successfully operate and grow that business, you can:

  • Use cash flow and retained earnings to fund larger acquisitions

  • Build credibility with lenders, making it easier to secure financing for your next deal

  • Potentially sell or refinance the first business to generate capital for a larger acquisition

This "buy and build" approach is how many successful acquirers start.

3. Earn Your Equity Through a Leveraged Management Buyout (LMBO)

If you are already working in a business and the owner is open to selling, you may be able to structure a deal where:

  • You put in minimal upfront equity (5% to 10%)

  • You earn additional equity over time based on performance (earn-outs or profit-sharing)

  • The seller provides significant financing

This is sometimes called a management buyout (MBO), and it is one of the most accessible paths for buyers with limited capital but strong operational experience.

4. Partner with a Co-Buyer

Instead of bringing in passive investors, find a co-buyer who will operate the business alongside you. In this structure:

  • You each contribute equity (splitting the $500K to $1M requirement)

  • You both have operational roles

  • You share ownership, control, and profits

The SBA is much more comfortable with this structure than with passive investors, because both parties have skin in the game and are actively running the business.

The downside is that you now have a business partner, which introduces complexity around decision-making, profit distribution, and long-term alignment.

The Hard Truth: Some Deals Require Significant Personal Capital

While there are creative structures and alternative paths, the reality is that larger leveraged acquisitions ($3M to $10M+) almost always require the buyer to have significant liquid net worth.

Lenders and sellers evaluate buyers not just on their ability to operate the business, but on their financial capacity to weather adversity. If you have no personal capital and are relying entirely on investor funds or borrowed money, you have less margin for error.

If you do not yet have the equity capital for your target deal size:

  • Focus on building wealth through your current career or business

  • Start with smaller acquisitions that require less equity

  • Consider partnership structures or management buyouts

  • Develop relationships with potential investors or co-buyers in the meantime

The most successful buyers often spend 1 to 3 years preparing financially and operationally before pursuing their first acquisition.

Summary: Investor Equity in SBA Deals

What is Allowed:

  • Passive investor equity is allowed, but you must contribute at least 5% to 10% of the purchase price from your personal funds

  • Investors must be subordinated to the SBA loan

  • You must retain majority ownership and operational control

  • ROBS structures allow you to use retirement funds as personal equity

What is Not Allowed:

  • 100% investor-funded equity with no personal capital from the buyer-operator

  • Investors with control, board seats, or decision-making authority (unless they are treated as co-owners and meet SBA requirements)

  • Structures that disguise investor equity as buyer equity

Best Practices:

  • Always disclose investor equity to your lender early in the process

  • Work with an attorney to structure investor agreements that comply with SBA rules

  • Be prepared for additional scrutiny and documentation requirements

  • Understand that not all SBA lenders are comfortable with investor equity—choose your lender carefully


Common Mistakes Agency Owners Make When Selling

Even experienced founders stumble during the exit process. Watch out for these pitfalls:

  • Going to market too early: If your agency isn't ready to be sold (financial mess, high owner dependency, declining revenue), you'll get lowball offers or none at all.

  • Overvaluing your business: The market determines your value, not the years of sweat equity. Set realistic expectations based on actual buyer behavior.

  • Choosing the wrong buyer: The highest price doesn't always mean the best deal. Consider deal structure, after-tax proceeds, cultural fit for your team, and post-close involvement requirements.

  • Negotiating without representation: Buyers have done this dozens or hundreds of times. You've likely never sold a business before. That experience gap is costly.

  • Failing to prepare the team: Your leadership team should be ready to impress buyers. If you're the only person who can speak intelligently about the business, that's a problem.


Leverage Ratios and Risk Tiers

Different leverage ratios carry different levels of risk for both the buyer and the lender. Here is how leverage levels typically translate to risk and lender appetite:

Leverage Ratio (Debt ÷ Purchase Price) Risk Tier Typical Structure Lender Appetite
50%–60% Low Risk Conservative bank loan or large buyer equity contribution Very high. Easy to finance with strong terms.
70%–80% Moderate Risk Standard SBA 7(a) loan with 20%–30% equity and seller financing High. This is the most common range for SBA-backed deals.
85%–90% Elevated Risk Aggressive SBA structure, often requires seller standby note Moderate. Requires strong DSCR (1.5×+) and excellent business quality.
90%+ High Risk Rare; typically requires mezzanine debt, earn-outs, or private lenders Low. Few SBA lenders will go this high without extraordinary circumstances.

Key Insight:

Most successful leveraged acquisitions fall in the 70%–80% leverage range. This balance:

  • Maximizes your return on invested capital

  • Keeps debt service payments manageable

  • Stays within lender comfort zones

Going above 85% leverage significantly increases your risk of cash flow stress, especially if the business underperforms in the first 1–2 years post-acquisition.


Risk Mitigation: How to Use Debt Safely

Leverage is a powerful tool, but like any tool, it must be used with discipline. Here is how smart buyers mitigate risk in leveraged acquisitions.

1. Conservative EBITDA Assumptions

When modeling your deal, assume the business will perform at or slightly below recent historical EBITDA. Do not underwrite to aggressive growth assumptions unless you have concrete plans and resources to execute them.

2. Maintain a Cash Reserve

After closing, keep 3 to 6 months of operating expenses in reserve. This cushion protects you if:

  • A key customer leaves

  • Revenue dips seasonally

  • You need to invest in equipment, marketing, or talent sooner than expected

3. Understand Your Debt Covenants

Your loan agreement will include financial covenants, such as:

  • Minimum DSCR

  • Maximum debt-to-equity ratio

  • Restrictions on owner distributions

Violating these covenants can trigger technical default. Make sure you understand them and build margin into your projections.

4. Diversify Customer and Revenue Risk

If the business is heavily dependent on one or two customers, prioritize diversifying the customer base immediately after closing. Lenders and future buyers will heavily discount businesses with high customer concentration.

5. Keep Seller Transition Structured and Documented

Many leveraged acquisitions stumble because the seller leaves too quickly or key knowledge is not transferred. Negotiate a clear, documented transition plan that includes:

  • Specific time commitments from the seller

  • Handoff of customer and vendor relationships

  • Training on key operational and financial processes


Real-World Example: Buying a $1.2M EBITDA Distribution Business

Let's walk through a realistic leveraged acquisition structure at the upper end of what most first-time buyers pursue.

Business Profile:

  • Industry: Wholesale distribution (specialty building materials)

  • Annual Revenue: $6 million

  • Annual EBITDA: $1.2 million

  • Valuation Multiple: 4.2× EBITDA

  • Purchase Price: $5 million

Capital Stack:

Source Amount % of Deal
SBA 7(a) Loan $3.75M 75%
Buyer Equity $1.0M 20%
Seller Financing (Standby Note) $250K 5%
Total $5.0M 100%

Debt Service Analysis:

  • SBA Loan Terms: $3.75M at 8% interest, 10-year term

  • Annual Debt Service: ~$546,000

  • Annual EBITDA: $1.2 million

  • DSCR: 2.2× ($1.2M ÷ $546K)

Cash Flow After Debt Service:

  • $1.2M EBITDA minus $546K debt service = $654K available for owner compensation, taxes, and reinvestment

This deal is highly fundable because:

  • DSCR is well above 1.25×

  • The buyer is contributing 20% equity

  • The seller is providing a standby note, further reducing lender risk

Return on Investment (ROI):

  • Buyer's Cash Investment: $1.0M

  • Annual Cash Flow (After Debt Service): $654K

  • Year 1 Cash-on-Cash Return: 65% ($654K ÷ $1.0M)

After 10 years, the buyer owns a $5M business (likely worth more due to growth) having invested just $1M upfront.


SBA vs. Conventional Bank Loans: Which Is Right for Your Deal?

Not all leveraged acquisitions require SBA financing. Here is how SBA loans compare to conventional bank loans.

Feature SBA 7(a) Loan Conventional Bank Loan
Down Payment 10% to 20% 20% to 40%
Loan Amount Up to $5M No strict limit, but typically requires more equity above $5M
Interest Rate Prime + 2.25% to 2.75% Varies; often lower for well-qualified borrowers
Loan Term 10 years (up to 25 with real estate) 5 to 7 years (sometimes 10)
Approval Speed 60 to 90 days 30 to 60 days
Best For First-time buyers, smaller deals, lower equity buyers Experienced buyers, larger deals, buyers with significant equity

When to Use SBA 7(a):

  • You are a first-time buyer

  • You have limited personal capital (10% to 20% of the deal)

  • The business is valued under $5M

  • You want longer amortization to keep debt service low

When to Use a Conventional Bank Loan:

  • You are an experienced buyer with a strong track record

  • You have significant equity to contribute (30%+)

  • The business is larger or in a capital-intensive industry

  • You want faster approval and more flexibility in deal structure


How to Prepare for a Leveraged Acquisition

If you are serious about using debt to buy a business, start preparing now. Lenders and sellers evaluate buyers on credibility, readiness, and experience.

1. Get Your Personal Finances in Order

  • Clean up your personal credit. Lenders will pull your personal credit report. Aim for a score of 680 or higher (700+ is ideal).

  • Document your liquid net worth. Lenders want to see proof of your equity contribution plus reserves.

  • Organize your financial statements. Have tax returns, bank statements, and investment account statements ready.

2. Build Industry Knowledge

If you do not have direct industry experience, start learning:

  • Talk to operators in your target industry

  • Read industry publications and reports

  • Attend trade shows and conferences

  • Consider working in the industry for 6 to 12 months before buying

3. Assemble Your Team

A successful leveraged acquisition requires a small team:

  • M&A Advisor or Broker to help you find and structure the deal

  • CPA or Financial Advisor to review financials and tax implications

  • Attorney experienced in business acquisitions

  • SBA Lender or Loan Broker who specializes in acquisition financing

4. Run the Numbers Conservatively

Before you approach a lender, model your deal with conservative assumptions:

  • Assume EBITDA stays flat in Year 1

  • Include realistic owner compensation in your cash flow projections

  • Factor in one-time transition costs (e.g., rebranding, new hires, system changes)

  • Stress-test what happens if revenue drops 10% to 15%

5. Understand What You Are Buying

Lenders will ask detailed questions about:

  • The business's competitive position

  • Key customer and supplier relationships

  • Why the seller is exiting

  • Your plan to maintain or grow the business post-acquisition

The more prepared you are, the faster you will move through diligence and underwriting


Common Mistakes Buyers Make with Leverage

Even experienced buyers make mistakes when using debt to finance acquisitions. Avoid these pitfalls:

1. Over-leveraging to "Win" the Deal

If you stretch to the absolute maximum leverage just to afford the asking price, you leave yourself no margin for error. A better approach: walk away from overpriced deals and keep looking.

2. Ignoring Seller Transition Risk

If the seller is the face of the business and leaves immediately after closing, revenue can drop fast. Make sure the seller stays involved for at least 6 to 12 months and that key employees are locked in with retention agreements.

3. Underestimating Working Capital Needs

Many buyers drain their cash reserves to maximize their equity contribution, leaving nothing for working capital. Always keep 3 to 6 months of operating expenses in reserve.

4. Skipping Quality of Earnings (QOE) Analysis

Sellers often present "adjusted EBITDA" that may include aggressive add-backs. Hire a CPA to perform a Quality of Earnings analysis to confirm the true cash-generating ability of the business.

5. Not Aligning with the Lender Early

Do not wait until you have a signed Letter of Intent (LOI) to talk to lenders. Have preliminary conversations early so you understand what is fundable and what is not.


Key Takeaways

  • Leverage is a tool, not a risk. When used properly, debt allows you to acquire income-producing businesses with a fraction of the purchase price in cash.

  • SBA 7(a) loans are the gold standard for buyers acquiring businesses valued under $5M, with down payments as low as 10% to 20%.

  • Lenders care most about DSCR. Your deal must generate at least 1.25× cash flow coverage on debt service, and ideally closer to 1.5×–2.0×.

  • Most deals are 70% to 80% leveraged. This balance maximizes returns while keeping risk manageable.

  • Leverage amplifies returns. A well-structured leveraged deal can deliver 50% to 100%+ annual returns on your invested equity.

  • Prepare before you search. Clean personal credit, documented net worth, and a clear acquisition thesis will make you a credible buyer in the eyes of lenders and sellers.



FAQ

Can I buy a business with no money down?

It is extremely rare to buy a business with zero personal capital. Most SBA lenders require at least 10% down, and many require 15% to 20%. Some deals include 100% seller financing, but these are typically smaller businesses or situations where the seller has strong personal trust in the buyer.

What is a good Debt Service Coverage Ratio (DSCR)?

A DSCR of 1.25× is the minimum most SBA lenders will accept. A DSCR of 1.5× or higher is considered strong and gives you breathing room if the business underperforms. A DSCR above 2.0× is excellent and makes the deal very attractive to lenders.

How long does it take to get approved for an SBA loan?

The typical SBA 7(a) loan process takes 60 to 90 days from application to funding. Working with an experienced SBA lender and having clean financials can shorten this timeline.

What happens if the business does not generate enough cash flow to cover the debt?

If you cannot make debt payments, you risk defaulting on the loan. The lender can seize the business's assets, and because most SBA loans require personal guarantees, you may be personally liable for the shortfall. This is why conservative underwriting and maintaining cash reserves are critical.

Do I need industry experience to get an SBA loan?

Not always, but it helps significantly. Lenders prefer buyers with relevant experience, but first-time buyers can qualify if they demonstrate strong general management skills, a solid transition plan, and a capable team in place at the business.

Can I use leverage to buy multiple businesses?

Yes. Many successful acquirers use a "buy and build" strategy, starting with one leveraged acquisition and then using the cash flow and equity from that business to fund additional acquisitions. This is a common path for building a portfolio of small businesses.

Ready to explore leveraged acquisition financing? At Breakwater M&A, we help buyers and sellers structure deals that work, balancing purchase price, debt, equity, and transition terms to create win-win outcomes.

Whether you are buying your first business or adding to your portfolio, schedule a confidential consultation to learn how we support leveraged acquisitions from search through closing.


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