⚡ TL;DR:

Every LOI has a price line, and buyers agonize over it. The line that can move more money sits one sentence away: whether you buy the assets or the entity itself.

This week's deep-dive maps the 2026 rules for that choice: the buyer's case for the asset purchase (permanent 100% bonus depreciation for eligible depreciable assets, the 15-year goodwill write-off, the liability fence), when entity continuity wins anyway (licenses, bonding, provider agreements, government contracts), what SOP 50 10 8 now allows for partial buyouts, and the F-reorganization that can preserve both continuity and the tax step-up. Plus the four-question structure test to run before you sign.

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A Twin Cities, Minnesota landscape maintenance and property services company operating since 1998, running 25 full-time and one part-time employees on a mix of recurring maintenance contracts and project work. The listing shows $1.34M of cash flow on $3.45M of revenue and is marked SBA Prequalified, with FF&E and inventory included in the price. The owner is retiring; the real estate ($800K) is available for purchase or lease but sits outside the ask. Relocatable per the listing.

Why this deal stands out: Landscaping is one of EBIT's highest-engagement categories for a reason: recurring maintenance contracts turn weather into a revenue schedule, and this one pairs a 28-year operating history with SBA prequalification and a 38.9% margin that is unusually rich for the trade. Modeled coverage of 1.90x leaves about $637K after a full note.

💡 EBIT Take: The maintenance-versus-project revenue split sets this valuation, so get contract counts, renewal rates, and per-account revenue before anchoring on the 3.7x multiple. A 26-person crew in a seasonal market makes winter revenue and labor retention the operating questions; ask what snow season contributes. The broker models a $1.36M conventional down payment, but the SBA prequalification is the cheaper path in.

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Put 10% down on the $5M deal at the top of this issue and it is natural to treat that $500K as the capital at risk. With an SBA loan, it is the first layer. For a buyer using 90% SBA financing, the asking prices in this issue would imply personal guarantees ranging from roughly $585K to $4.5M.

The number that matters is smaller than the loan but often larger than the equity check: the shortfall that remains after the business's assets and other recoveries are applied. On an asset-light business, that residual can run well past the original down payment. Ink is building personal guarantee insurance for SBA acquisition buyers, designed to cover a portion of that residual exposure.

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A Florida digital marketing agency that serves financial advisors and has operated for six years, with a stated 98% recurring-revenue model and clients on retainer at $2,567 average monthly recurring revenue. The listing reports $874K of cash flow on $1.72M of trailing revenue with a semi-absentee owner and a dedicated team in place. Per the listing, the business has received SBA pre-qualification, meaning an eligible buyer could close with as little as 10% equity, subject to final underwriting and lender approval.

Why this deal stands out: A 50%+ margin services business with SBA pre-qualification is rare, and the financial-advisor niche is sticky: compliance-aware marketing is hard to switch away from. The retainer model produces the closest thing agencies have to contracted revenue, and the semi-absentee structure means the team, not the owner, delivers the work.

💡 EBIT Take: The number to pressure-test is the 13-month average client retention the listing itself discloses; at roughly $33K of average lifetime billings and 3 to 5 new clients added monthly, growth has to outrun churn, so ask for cohort retention and revenue by client vintage. At 4.6x cash flow you are paying a premium multiple for an agency, which makes the client acquisition engine, a 28,000-prospect database, the asset to verify hardest.

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A Houston automotive operation running three revenue streams under one roof since 2012, operating under a single dealer license: used car sales, mechanical service, and a body shop. Eight full-time employees staff the business, $125K of FF&E is included, and the lease is assumable with about 4.5 years remaining plus a 5-year renewal option. Trailing-twelve-month figures are $5M of revenue and $450K of cash flow; the listing is marked SBA Approved, seller financing is available, and the seller commits to 30 days of post-close transition support.

Why this deal stands out: At 1.44x cash flow this is the value anchor of the issue: a full 7(a) note covers at 4.9x, the strongest coverage this week, leaving roughly $358K after debt on a $650K check. The listing states no single customer concentration exists, and the three revenue streams diversify how the cash flow arrives.

💡 EBIT Take: A 1.44x multiple on an SBA-approved deal demands the "why so cheap" conversation first, so start with how much cash flow depends on used-car inventory turns versus the steadier service and body-shop bays. Verify the licensing path with the Texas DMV before the LOI: an asset buyer may need a new license while a stock transaction may have different continuity implications, so do not assume the existing license transfers. Negotiate the 30-day transition longer; three business lines is a lot to hand over in a month.

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Many listings never reach the big marketplaces. They sit on regional broker websites and one-off seller pages that most searchers never think to check, which often means fewer buyers competing for them.

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An Orange County, California stone and quartz fabrication and installation company operating nearly 20 years, serving builders and multifamily projects from a California-compliant wet shop. The team is tenured: a shop supervisor with 16+ years, fabricators with 10+, and a dedicated multifamily estimator. The broker reports 3-year average SDE of $728K (2025: $999K, including a one-time addback) on $1.67M of 2025 revenue, with roughly $2.5M of signed and awarded backlog. The retiring seller proposes $495K down with a $1M seller note at 6.5% plus an earnout on pipeline revenue.

Why this deal stands out: A 2.1x multiple on the conservative 3-year average, a 43.6% margin, and $2.5M of signed backlog make the economics work before any growth story. The seller carrying 67% of the price at 6.5% with an earnout is about as aligned as seller financing gets, and it materially cuts the cash a buyer needs at close.

💡 EBIT Take: The listing states openly that the valuation is based on P&Ls rather than tax returns, so make bank statements and a tax-return tie-out the first diligence request, and unpack the 2025 one-time addback before crediting the $999K year. The owner runs sales and estimating at 40 to 50 hours a week, so this buys a full-time seat until you hire it out; the historical concentration with one national home retailer is the other thread to pull.

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A South Carolina equipment sales, service, and rental business operating for 55 years as an authorized dealer and service center for several nationally recognized manufacturers. Twelve full-time employees run the operation from a standalone facility, and the listing states the business has absentee ownership. The price includes roughly $350K of FF&E and $450K of inventory, so more than half the ask is hard assets; the real estate is available separately by purchase or lease. The owner is retiring.

Why this deal stands out: Fifty-five years of dealer agreements with national manufacturers is a franchise-like moat without franchise fees, and the listing's absentee-ownership claim makes it the most operationally light deal in this issue. At 3.0x cash flow, modeled coverage runs 2.33x with about $263K left after debt, and $800K of the price is backed by FF&E and inventory.

💡 EBIT Take: The dealer agreements are the business, so diligence starts with whether each manufacturer consents to transfer and on what terms; meet them before the LOI, not after. Then verify the absentee claim against the org chart: who quotes, who wrenches, who manages the rental fleet, and what happens when the service manager takes a vacation. The separate real estate conversation is leverage; price the lease before you price the business.

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A Charlotte, North Carolina printing and packaging company operating for 76 years, with 18 full-time employees in a 30,000 sq ft facility. The listing shows $990K of cash flow and $716K of EBITDA on $3.97M of revenue, with $700K of FF&E included and all equipment but one piece paid off. The listing states the deal is 7(a) and 504 loan eligible. The real estate ($2.4M, with acreage for expansion) is available separately, and the retiring sellers will stay on for a transition period. No seller financing is offered.

Why this deal stands out: Seventy-six years of operating history with a large, diversified customer base and paid-off equipment is the profile lenders underwrite comfortably, and modeled coverage of 2.0x leaves about $496K after debt. The optional real-estate purchase creates a potential 504 structure, allowing the property to be financed on terms of up to 25 years while the operating-business acquisition is financed separately.

💡 EBIT Take: The $274K spread between the $990K cash flow and $716K EBITDA is mostly owner compensation and addbacks, so get the recast schedule and subtract a market-rate general manager salary before you set your price. Commercial print is consolidating, so the durable value sits in the packaging mix; ask for revenue split by product line and the top-10 customer list to see which side of the business you are actually buying.

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A Sarasota County, Florida mental health counseling practice focused on geriatric and senior care, nine years old and staffed by seven contracted licensed clinicians. Referrals flow from institutional channels: senior living communities, geriatric care managers, and psychiatric nurse practitioners, on an insurance-reimbursed model spanning Medicare, major PPOs, and private pay. The listing shows $715K of SDE on $1.09M of revenue. The owners are planning retirement and offer post-closing support with negotiable role and duration.

Why this deal stands out: Sarasota demographics do the marketing, the referral channels are institutional rather than personal relationships, and healthcare is consistently one of EBIT's highest-engagement categories. A 65% margin with 2.0x modeled coverage prices at 3.5x SDE with about $362K left after debt.

💡 EBIT Take: A 65% SDE margin on an all-contractor clinical staff is unusually high, so verify contractor compensation rates and whether the margin survives hiring a market-rate clinical director to replace owner hours. Confirm Medicare and PPO credentialing transfer timelines, which can run months, and whether Florida rules require a licensed clinician in ownership or supervision; that answer defines your buyer eligibility before anything else matters.

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A St. Louis County provider of low-voltage infrastructure solutions with decades of operating history, running 10 full-time and 1 part-time employees with $304K of FF&E from a modest leased space at $1,500 per month. The broker reports adjusted earnings of $589K for 2025 on $2.81M of gross sales, up from $518K of earnings in 2023 even as revenue came down from $3.51M, serving both recurring and project-based demand.

Why this deal stands out: Margin expanded while revenue fell, which usually signals a company choosing profitable work over volume, and 3.1x with 2.3x modeled coverage leaves about $334K after debt. Low-voltage work (structured cabling, security, AV) benefits from long-term demand across data centers, schools, and healthcare, although project volume remains exposed to construction and capital-spending cycles.

💡 EBIT Take: The 20% revenue decline from 2023 cuts both ways, so the first question is whether the company shed unprofitable accounts or lost them; backlog and pipeline will answer it fast. This is a blind profile, so expect an NDA before real detail, and confirm Missouri licensing requirements and which employee holds any qualifier the business needs to operate under new ownership.

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A California refrigerated trucking platform serving recurring food-grade and cold-chain customers, operated virtually by its owner with 12 employees. The fleet spans roughly 10 tractors (4 owned Freightliner Cascadia day-cabs, 4 leased through Penske, 1 owner-operator) and 13 refrigerated 53-foot trailers. Revenue grew from about $1.75M in 2023 to $3.15M for the trailing twelve months through April 2026, an 80% increase from 2023, with SDE of $533K. The company recently secured interstate authority it has not yet activated, and the operation is relocatable.

Why this deal stands out: Growing 80% from 2023 through the worst freight market in a decade says the customer relationships are real, and cold-chain food freight is generally more defensive than discretionary freight during downturns. The unactivated interstate authority is a built-in expansion lever, and a virtually-operated trucking company is an unusual operating model at this size.

💡 EBIT Take: Reefer spot rates have been brutal industry-wide, so get customer-level revenue and rate-per-mile trends to separate volume growth from pricing, and read the Penske lease terms on the four leased tractors before you model cash flow. The owned tractors are 2014 to 2017 vintage, so build a replacement capex line into your model rather than treating SDE as free cash.

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Disclaimer: Educational content only, not investment advice. Listings are from third-party sources and accuracy is not guaranteed. Do your own due diligence. Consult with legal, accounting, and financing professionals before making any acquisition decisions.