⚡ TL;DR:

Seller financing shows up in a large share of SMB acquisitions. The instrument behind it is the seller note, and the difference between a well-drafted one and a bad one often shows up years after closing.

This week's deep dive covers what seller notes actually look like, the new SBA standby rules, and the clauses buyers should negotiate before signing an LOI. We also break down one often-overlooked risk: personally guaranteeing the seller note on top of your SBA loan.

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A Brookfield, Wisconsin LearningRx franchise center, established 2012, providing cognitive training with a staff of thirteen and an experienced assistant director on day-to-day operations. Over half of revenue is recurring and county-funded: the center is one of only two in Wisconsin approved to deliver services under the state's Children's Long Term Support (CLTS) Waiver, operates under a renewed four-year state contract, draws referrals from four county case-manager networks, and carries a waiting list of CLTS clients. The $750K ask includes all furniture, fixtures, and assessment tools on an assignable gross lease of $20,100 per year; owner financing is available and franchisor onboarding comes with the transfer.

Why this deal stands out: A 1.8x multiple with 3.84x modeled coverage is the strongest debt math in the issue, and the revenue behind it is state-contracted and county-referred rather than bought with ad spend. Numbers this clean at this price usually have a reason; the likely one is the narrow buyer pool, since this needs a hands-on owner-operator who can front a referral-driven clinical service.

💡 EBIT Take: The moat is the CLTS approval, and the deal question is whether it transfers. Confirm the approval and the four-year state contract survive both the franchise transfer and a change of ownership, and what the franchisor charges in fees and required training. The listing gives two different reasons for sale (retirement in one place, other ventures in another); reconcile that on the first call. The seller currently leads consultations and referral relationships, so the assistant director is the continuity: meet them before the LOI.

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Ink offers personal guarantee insurance for SBA acquisition buyers.

Bring a deal you're working on and we'll walk through what coverage could look like, expected pricing, when to apply, and any underwriting issues we see before you close.

Founded in 1982 and run continuously under original ownership, this Indiana company coordinates more than 100 credentialed off-duty law-enforcement officers, engaged as 1099 contractors, providing 24/7 security for corporate, institutional, hospitality, nonprofit, and event clients across a major Midwest metro. Standard assignments bill at roughly $70 to $95 per hour, a shift-manager layer handles daily staffing, and the operation is home-based and asset-light with no owned real estate and a clean claims history spanning decades. The owner is retiring and willing to train.

Why this deal stands out: Forty-four years under one owner, customer relationships measured in decades, and a model that converts $3.6M of billing into $742K of cash flow with no fleet or facility. Modeled coverage of 2.29x leaves about $418K after a full note; the diligence job is establishing how much of that history is institutional rather than personal.

💡 EBIT Take: The owner is the sales force, and every contract can walk on 30 days' notice. The agreements carry mutual termination provisions and the seller personally holds customer relationships and pricing, so the questions are how many top accounts will meet the new owner before close, and whether decades of tenure reflect switching costs or one relationship. Confirm security-agency licensing in each operating state and how officers' department policies treat a change of ownership in the coordinating firm.

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A Louisville, Colorado clinic in Boulder County, established 2016, running 100% cash-pay across hormone optimization, medical weight management, peptide therapy, and body contouring, with EMSculpt NEO and Pulsewave equipment installed. Revenue comes from scheduled clinical protocols rather than one-time visits, the clinical team is described as tenured, and three employees run the operation from leased space at $4,500 per month. The listing reports $817K of SDE on $2.1M of sales, is lender prequalified at 10% down ($250K), and the seller offers financing for a well-qualified buyer plus transition support.

Why this deal stands out: Prequalified financing on a 39% margin cash-pay practice, with no insurance billing to erode collections and protocol revenue that recurs by design. Modeled coverage of 2.31x leaves about $464K after a full note; whether that survives a new owner depends almost entirely on who fills the clinical seat.

💡 EBIT Take: The clinical seat is the deal. Three employees producing $2.1M means the seller's hours are load-bearing, so price medical-director coverage and a replacement provider in Colorado before trusting the $817K, and confirm how the state's med spa supervision rules apply to a non-physician buyer. Then ask what share of revenue is membership and protocol renewals versus one-time aesthetics, and whether hormone patients follow the clinic or the departing clinician.

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A Texas-based specialty contractor with more than 20 years installing, maintaining, and repairing synthetic turf fields and running tracks for schools, universities, municipalities, and elite facilities nationwide. It is certified to the highest global athletic governing-body standards, holds a full contractor's license in major West Coast markets, and keeps baseline payroll at two employees by hiring local union labor per project. The $1.65M ask includes roughly $750K of specialized equipment and $100K of inventory; the owner, nearly 40 years in the industry, is approaching retirement, offers owner financing, and will stay up to three years to transfer training, client relationships, and trade credentials.

Why this deal stands out: More than half the ask is hard assets, and the certifications, licensing, and union access are barriers most adjacent contractors cannot clear. Modeled coverage of 2.53x leaves about $357K after a full note; the three-year seller commitment exists because the credentials are the business.

💡 EBIT Take: The credentials are the acquisition, and the P&L needs proving. A 48% margin on construction services is well above what the category normally prints, so ask for job-level costing on the last ten projects before accepting it. The license and certification transfer path decides whether a given buyer can even own this; structure the three-year stay around those milestones. With revenue almost entirely word-of-mouth from a two-person shop, the pipeline is only as durable as the relationships that come across.

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A Pinellas County auto-glass replacement company running mobile and fixed-location service for 11 years, with a six-person team covering office management, billing, and intake; the listing states the owners are not required to perform the core technical work. The stated figures are 2024 actuals from tax returns and CPA-prepared statements ($2.9M revenue, $1M EBITDA with broker-reviewed add-backs), and the financial package has passed preliminary review with an SBA acquisition lender, pending a bank-ordered valuation and Quality of Earnings report. The sellers have a prepared data room and are exiting to spend time with family.

Why this deal stands out: Tax-return earnings and a lender's preliminary read arrive already done, which removes the two most common sources of post-LOI surprise. At 3.5x EBITDA, modeled coverage of 2.04x leaves about $515K after a full note; the open question is what 2025 and 2026 look like, since the disclosed actuals stop at 2024.

💡 EBIT Take: The lease and the 2025 numbers come before anything else in the data room. The 1,425 sq ft location is month-to-month with the term expiring January 2027 and a transferable replacement said to be in progress: get it signed before the LOI, and get the 2025 return the listing says is imminent. The October 1 SOP change requires an independent QoE at $3M and above, so budget that timeline, and treat seller financing as unlikely beyond 5% despite the badge. Ask what share of revenue runs through insurance billing versus cash pay.

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An independent mortgage banking company founded in 1897, operating as a correspondent lender that underwrites, closes, and funds in-house, then sells loans with servicing rights on the secondary market. Thirty-four loan officers work alongside underwriting, closing, funding, secondary, and accounting staff, with key employees at 10 to 20 years of tenure; the owner spends about an hour a day on the business. It is licensed in four states (five more have lapsed), writes a $400K average loan, and per the seller has a decade with no repurchases, buybacks, or indemnification demands and clean exams. Remote loan officers cut office costs to under $800 a month, and seller financing is available to qualified buyers.

Why this deal stands out: A 129-year charter, a tenured bench, and an owner at an hour a day make this the rare semi-absentee claim with structure behind it, at 3.3x cash flow. Modeled coverage of 2.17x leaves about $518K after a full note; the caveat is that the earnings are one year of a rate-cyclical business in an 88% growth year.

💡 EBIT Take: Licensure gates the deal and the rate cycle prices it. Map your path to mortgage-lender approval in all four states before the LOI, and underwrite through-cycle volume rather than the growth year. Then ask which loan officers produce the volume, how they are compensated, and what keeps them through a change of control; the per-loan P&L reviews the company already runs should make that analysis fast.

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A Broward County, Florida firm with 29 years delivering enterprise document management, workflow automation, cloud services, training, and support to government, education, healthcare, and financial clients. The eight-person team produces a mix of project fees and recurring subscription, cloud, storage, and support revenue; the listing reports $409K of cash flow on $1.6M of revenue, with four weeks of training and a two-year non-compete.

Why this deal stands out: Compliance-driven institutional clients switch vendors slowly, and 29 years of incumbency across renewable subscription, storage, and support streams is a base that outlasts any one project cycle. Modeled coverage of 1.61x leaves about $154K after a full note, thin enough that the recurring mix has to be real.

💡 EBIT Take: The price assumes recurring revenue; the diligence is proving it. At 4.4x cash flow this is software-multiple territory, so get the split between project work and subscriptions, the renewal history on the top ten accounts, and whether government contracts require novation at a change of ownership. The owner's role is unstated on the listing, and at this coverage level a modest revenue wobble consumes the margin for error.

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A premium electrolyte brand launched in early 2024, selling three core flavors through Shopify in its core UK market, on Amazon, and in UAE retail tests. A rotating contractor team runs operations on 10 to 15 owner hours a week, 30% of revenue comes from returning customers, and the broker reports 314% year-over-year SDE growth with occasional stockouts along the way. The listing discloses $817K of EBITDA on $3.1M of revenue against a $2.66M ask, with 90 days of transition; the seller is leaving to fund a new venture.

Why this deal stands out: A repeat-purchase consumable growing this fast at 3.3x EBITDA is priced below where established DTC comps trade, and the discount is itself the diligence agenda: two years of history, paid-acquisition economics, and a founder already focused on the next thing. Modeled coverage of 2.18x leaves about $442K after a full note.

💡 EBIT Take: Two years of history is the risk, not the workload. Ask for cohort retention curves, contribution margin after ad spend by channel, and how much of the 314% is launch-year comps rather than durable demand. The stockout story cuts both ways: it can signal demand or planning problems that recur at scale, and either way the fix is a working-capital commitment on top of the price. A UK-centric customer base bought through a US entity needs a VAT, fulfillment, and platform-account-transfer review before close.

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A Savannah, Georgia dealership for a nationally recognized 50-plus-year brand of custom shutters, motorized shades, and designer blinds, operating over a decade on a design-to-install model. Every product is made to order, so the company carries no inventory and runs from about 600 square feet of leased storage with five employees; the owner works roughly 30 hours a week and is a partner in the company's largest supplier. The listing reports projected 2026 cash flow of $1.1M on projected revenue of $2.64M, both projections rather than trailing actuals, with full financials under NDA.

Why this deal stands out: The operating model is the draw: made-to-order with no inventory risk, five people, 600 square feet, and a brand relationship with unusual continuity through the seller's supplier stake. Coverage modeled on the projection is 2.44x with about $649K after a full note, and every one of those figures inherits the projection's credibility.

💡 EBIT Take: The projections are the pitch; the actuals are the price. Ask for three years of trailing tax-return actuals and the build-up behind the 2026 forecast before modeling anything, and value the business on what it has done rather than what it expects to do. The supplier stake is continuity and a related-party question in one: confirm product pricing survives the sale on the same terms, and read the territory agreement, since dealership economics live there.

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