Finding the deal
Decide what you're buying, know what you can afford, look credible, and build deal flow from more than one channel.
A sharp one-page buy box gets you called first; a vague one wastes months
Your buy box is a one-page description of the business you want. Brokers, sellers and lenders all judge your seriousness by how clearly you can say it. It covers six things:
- Industry. Two or three sectors where your experience transfers. A sales leader fits distribution; an ops manager fits field services.
- Geography. Where you'll live, how far you'll drive, and whether you'll relocate. A regional radius beats a single city.
- Size. Owner earnings (SDE) or EBITDA range, plus the price range your capital supports.
- Your role. Owner-operator on day one, or a business with a manager in place. This changes the price you can pay.
- Deal breakers. Heavy customer concentration, declining revenue, licenses you can't hold, a seller who is the whole business.
- Terms. Cash you'll put in, whether you expect a seller note, and how long the seller must stay.
The common mistakes are being too broad ("any profitable business"), too narrow ("laundromats in one zip code"), ignoring fit (a first-time buyer chasing a regulated healthcare practice), and never updating the criteria after 50 seller conversations.
This week: draft your buy box in the free Munera Buy Box Builder. A clear first draft beats a perfect one you never send.
SBA financing lets 10% down control a business worth ten times your cash, as long as the cash flow covers the debt
"How will you pay for this?" is the first question every broker and seller asks. Most small business acquisitions use an SBA 7(a) loan for the bulk of the price. Exhibit 2 lets you run your own numbers.
The rules got stricter this fall. Exhibit 3 shows what changed for acquisitions with an SBA loan number issued on or after October 1, 2026.
| Rule | Before | From Oct 1, 2026 |
|---|---|---|
| Debt coverage (DSCR) | 1.15x, projections allowed | 1.25x for a first acquisition, on historical cash flow only |
| Equity injection | 10% | 10%, cannot be waived for a first acquisition. Standby seller notes can supply up to half |
| Quality of earnings | Not mandated at this level | Required at a $3M+ purchase price, ordered by the lender |
| Seller as consultant | Up to 12 months | Up to 24 months |
| Interest-only seller debt | Treated case by case | Lender assumes a 10-year payoff when testing coverage |
| Seller earnouts; loan cap | Not allowed; $5M | Still not allowed; $5M unchanged |
SBA is the main lane but not the only one. Most deals combine several sources (Exhibit 4), and the seller note is usually what makes the numbers work.
| Source | Typical share | Speed | When it fits |
|---|---|---|---|
| SBA 7(a) loan | Up to 90% | 60 to 90 days | Most deals up to about $5.5M in price. The 10-year term keeps payments low. Personal guarantee required. |
| Seller note | 10% to 30% | Negotiated in the LOI | Almost every deal. Shows the seller believes in the business. The type of note matters (Exhibit 5). |
| Conventional bank loan | Varies | Varies | When SBA rules block a structure, such as a seller earnout or an equity rollover. Our partner conventional lender allows both. |
| Investors or partners | 10% to 100% | Depends on the investor | Larger deals or less personal cash. Get soft commitments in writing early. |
| Cash, HELOC, 401(k) rollover | Down payment | Fast | Funding your injection. A 401(k) rollover (ROBS) needs specialized legal setup. |
| Type | How it works | How the bank sees it | Use it when |
|---|---|---|---|
| Standard | Monthly principal and interest from closing, usually over 5 to 10 years. | Counts in your debt coverage from day one. | The business has plenty of cash flow to cover both loans. |
| Deferred | No payments, or interest only, for an agreed period (often 12 to 36 months), then regular payments. | Interest-only payments count in coverage, and SBA lenders now assume a 10-year payoff. A note with no payments at all for the first 2 years or more is usually treated like standby. | You want breathing room in the first years. |
| Full standby | No principal or interest payments at all for the standby period. | Left out of coverage while on standby. On full standby for the life of the loan, it can cover up to half of your 10% injection. | You need to close an equity gap or fix coverage. |
| Forgivable | Part or all of the balance is reduced or wiped out if the business misses agreed targets, such as revenue, SDE or a lease renewal. | It can only lower the price, unlike an earnout, so lenders treat it as buyer protection. Confirm with your lender. | You're worried the earnings won't hold after the owner leaves. |
Earnouts and rollovers on SBA dealsSeller earnouts are not allowed on SBA loans, so the price can't go up later based on performance. A seller keeping equity (a rollover) is only allowed if that seller personally guarantees the SBA loan for 2 years. Both work on conventional loans.
About 100% seller financingIt happens. One member's two-laundromat deal at about 2.5x SDE was fully seller financed. It's rare, though, and usually means a motivated seller with few other options. Plan on a bank and treat full seller financing as a bonus.
Plan on a personal guarantee. SBA lenders require owners to guarantee the loan personally. If that is a deal breaker, a leveraged acquisition is the wrong path. Talk to two lenders before you need them. Every bank has its own appetite by industry, deal size and buyer background.
This week: write down your real down payment number, separate from reserves. Gather two years of personal tax returns and a personal financial statement.
A one-page buyer profile and proof of funds move you to the front of the broker's line
Brokers screen buyers before they send a CIM. Sellers decide in one call whether you're real. Two documents do most of the work:
- The one-page buyer profile: who you are, your buy box, your capital and lender status, the operating experience you bring, your advisors, and how fast you move once you get financials.
- The proof appendix, on request: proof of funds, a lender pre-qualification, a personal financial statement, and short bios for your attorney and CPA.
Hi [Broker name], I'm an active buyer looking at [industry] businesses in [region] with [SDE range] in owner earnings. My buyer profile and personal financial statement are attached, and I have lender relationships in place. If [listing name] or anything else you have fits, I'm happy to sign an NDA today and can turn around an initial view within a few days of seeing the financials. Best, [Name] [Phone]
One member put it simply: "A broker called me immediately after my first email with my PFS and resume."
This week: build your one-pager in the free Munera Buyer Resume Builder. It takes about 15 minutes.
About half of deals never get listed, so buyers who close run on-market and off-market at once
On-market: speed wins
Good listings draw multiple buyers within days. The buyer who calls the broker, signs the NDA and asks sharp questions the same day gets the second call.
- Check daily: BizBuySell, BizQuest, DealStream, LoopNet (businesses with real estate), and aggregators like Kumo.
- Large broker networks: Sunbelt, Transworld, Murphy Business.
- Local brokers: search "[your city] business broker" and the IBBA directory. Introduce yourself before they have a listing for you.
Within 24 hours of any inquiry, submit the form, call the broker, and send a short follow-up email. Most buyers do one of the three.
Subject: [Listing name] inquiry, ready to sign NDA Hi [Broker name], I just submitted an inquiry on [listing name] and wanted to make sure it reached you. It fits my criteria closely and I'm ready to sign the NDA today. My buyer profile is attached. Is there a good time to talk this week? [Name] [Phone]
Off-market: volume and patience
Writing directly to owners who haven't listed means less competition, often better terms, and the decision maker from day one. The trade-off is volume: most owners won't reply.
- Build the list. A few hundred owners who match your buy box exactly, from data providers, state registries and Google Maps searches.
- Write like a person. Short, specific, no attachments in the first email.
- Follow up across channels. Email, then a phone call, then a letter. Many owners reply only after the second or third touch.
- Track everything. Owner, touches, replies and next step. Reply rates tell you what to change.
Subject: [Business name] Hi [Owner first name], I'm a local buyer looking to acquire and run one [industry] company in [region] for the long term. [Business name] came up in my research and [one specific, true detail: reviews, years in business, a service line]. Not sure if a sale is anywhere on your radar. If it ever is, even a few years out, I'd value a confidential 15-minute conversation. [Name] [Phone]
This week: set up saved searches on two listing sites, email five local brokers with your profile, and pull your first list of 100 owners who match your buy box.
Winning the deal
Kill bad deals fast, value the good ones on real earnings, and write an offer the seller signs and the bank funds.
Most deals should die in a day; earnings, add-backs and concentration decide which ones survive
You'll look at dozens of businesses to buy one. Learn SDE first. Seller's discretionary earnings is the profit available to one full-time owner: net income plus the owner's salary, interest, depreciation, and one-time or personal expenses run through the business (the add-backs). Every add-back the seller claims needs to be proven. Tax returns and P&Ls often don't match; what matters is whether the seller can document the gap.
Small businesses are priced as a multiple of SDE, and the multiple rises with size (Exhibit 6). Listing prices are often anchored on hope, so build your own number from the financials.
| SDE | 2.0x | 2.5x | 3.0x | 3.5x | 4.0x |
|---|---|---|---|---|---|
| $200K | 1.75 | 1.40 | 1.17 | 1.00 | 0.88 |
| $300K | 2.34 | 1.87 | 1.56 | 1.33 | 1.17 |
| $500K | 2.80 | 2.24 | 1.87 | 1.60 | 1.40 |
| $800K | 3.07 | 2.45 | 2.04 | 1.75 | 1.53 |
Keep going
- Steady or growing revenue for 3 years
- No customer over 15% of revenue
- Staff who stay after the sale
- Clean books that tie to bank deposits
- Seller open to a note and transition
Dig deeper
- One customer at 15% to 25%
- Key relationships held by the seller
- Aging equipment or software
- Large add-backs without receipts
- Pending regulatory change
Walk away
- Revenue declining two years running
- One customer over 30% to 40%
- No verifiable financial records
- Seller refuses any seller financing
- Unresolved legal or license issues
Ten questions for the first seller call
- Why are you selling, and why now?
- What does a normal week look like for you in the business?
- Who are your top five customers, and what share of revenue is each?
- How has revenue trended over the last three years, and why?
- Who on your team would keep things running if you took a month off?
- What would you fix or invest in if you were staying?
- What are the biggest risks a new owner should know about?
- How did you arrive at your price, or what would you need to walk away?
- Would you consider carrying part of the price as a note?
- How long would you be willing to stay on to transition?
End every call with a dated next step: financials, a second call, or a site visit.
The LOI has to work for the bank as well as the seller, and the seller note is usually the lever
A letter of intent sets price, structure and exclusivity. It is mostly non-binding, but it takes the business off the market while you verify everything. It should cover:
- Price and structure: cash at close (SBA plus your equity), seller note, and any rebate or earnout your financing allows.
- Seller note: amount, rate, term, and whether it sits on full standby.
- Working capital: a normal level stays with the business. Define it now to avoid a fight later.
- Asset or stock purchase: most small deals are asset purchases.
- Transition: how long the seller stays, in what role, and whether they're paid. Up to 24 months on SBA deals.
- Exclusivity: 60 to 90 days with an extension option.
- Contingencies: financing, diligence, lease assignment, key employee retention.
- Binding provisions: confidentiality and exclusivity only.
Our client put in about $200K to buy a $2.0M business. It earns $659K a year. After about $245K a year in bank payments, roughly $415K a year is left for our client, before their own salary and taxes.
- Client's cash in
- ~$200K
- Price
- $2.0M
- Earnings (SDE) / yr
- $659K
- Bank payments / yr
- ~$245K
- Cash flow to client / yr
- ~$415K
Seller note: $200K at 8%, with no payments for the first 36 months.
Our client put in about $600K to buy a $6.0M business. After paying a manager to run it, it earns about $1.14M a year. After about $600K a year in bank payments, roughly $540K a year is left for our client, before taxes.
- Client's cash in
- ~$600K
- Price
- $6.0M
- Earnings after a manager / yr
- ~$1.14M
- Bank payments / yr
- ~$600K
- Cash flow to client / yr
- ~$540K
Seller notes: $1.5M at 8%, paid after the first 3 years, plus a $750K note that shrinks if earnings fall below $1.35M in year one.
Our client put in $40K to buy a $400K business. It earns about $200K a year. After about $57K a year in bank payments, roughly $143K a year is left for our client, before their own salary and taxes.
- Client's cash in
- $40K
- Price
- $400K
- Earnings (SDE) / yr
- ~$200K
- Bank payments / yr
- ~$57K
- Cash flow to client / yr
- ~$143K
No seller note. The seller was paid in full at closing.
Two structures we fixed before signing
Distribution firm, Midwest: the price came down. Our client's first LOI was $1.4M ($1.1M cash at close plus a $300K seller note) on $400K of earnings. Counting only documented add-backs and a $100K salary, the bank's math supported about $900K. Our client went back to the seller to restructure before spending anything on diligence.
Auto repair and smog shop, Central California: the seller note moved. A $2.0M deal: $1.5M cash at close plus a $500K seller note. The first draft had the note paying $100K a year from day one, which failed the bank's test, partly because some of the shop's earnings didn't show up on its tax returns and banks only count what they can verify. The fix was deferring the note for 3 years, so it gets paid from cash flow the new owner has already proven. The deal pencils.
Before you send any offer: take the business's historical cash flow, subtract a fair salary for the person running it, and divide by the annual loan payments. Under 1.25x, the SBA deal won't fund as written. Fix it with a lower price, more of the price on a seller note, or more cash down.
Closing the deal
Verify in the right order, bring in professionals only on deals that survive, and plan the first 100 days.
Run your own checks before paying professionals; most bad deals can be killed in the first four weeks
Most buyers hire an attorney and an accountant the day the LOI is signed, find a red flag a month later, and lose $15,000 to $20,000 on a dead deal.
| Step | What happens | Timing |
|---|---|---|
| Gate 1: financial check | Tie three years of tax returns and P&Ls to bank statements. Prove every add-back. Confirm 1.25x coverage. Decision: proceed or kill. | Weeks 1 to 2 |
| Gate 2: operations check | Customers, employees, vendors, lease, licenses, equipment. Can the business run without the seller? Decision: close, renegotiate or walk. | Weeks 2 to 4 |
| SBA lender or loan broker | Matches the deal to a bank that likes the industry and your profile. | Before the LOI |
| M&A attorney | Purchase agreement, reps and warranties, lease and non-compete. Not a general practice lawyer. | After Gate 1 |
| CPA and quality of earnings | Independent proof of the earnings, then tax structure, asset allocation and your post-close books. Lender orders a formal QoE at $3M and up. | After Gate 1 |
After you close, the first 100 days. Spend the first month learning: meet every employee and top customer, change nothing that isn't broken, and get your own eyes on cash. Use the second month to find quick wins and set up the numbers you'll track weekly. Start growth work in month three, once the team trusts you and you trust the numbers.
How Munera can help
Munera Capital started by sourcing deals for private equity firms and family offices. Acquisition Launch brings that infrastructure to individual buyers. You pick the deal. We do the heavy lifting on finding it, structuring it and getting it closed.
You can run this alone; the workload is where solo searches usually stall
| The work | On your own | With Acquisition Launch |
|---|---|---|
| Buy box | Trial and error over the first months of seller calls | Built with our team in onboarding |
| Off-market list and outreach | Buy data, set up email infrastructure, write and test copy, manage deliverability | We build an owner list of about 1,000 and run the outreach engine in your name. You answer interested sellers. |
| Deal flow | Listing sites and whatever brokers send you | Your own outreach, plus our national portal of screened off-market deals, plus on-market and broker training |
| Valuing a deal | Your best guess, or paying an advisor per deal | Live deal reviews every Thursday, training and Q&A every Tuesday, plus deal team chat |
| Financing | Cold-calling banks one at a time | Introductions to partner SBA, conventional and alternative lenders |
| LOI and diligence | Templates from the internet, then expensive pros early | LOI generator, deal calculator, diligence checklist fitted to your deal, discounted QoE and legal partners |
| Getting it closed | You and your attorney | 1:1 calls with a managing partner once you're under contract, and a community of buyers a few steps ahead |
Members get answers within the hour on weekdays and are signing LOIs every month
members hear from a first off-market seller within 5 days of launching outreach
screened off-market deals in the member portal, across 47 states
in total deals sourced by Munera Capital across buy-side and sell-side work
Recent member wins
- Tyler H. signed an offer to purchase a small manufacturing business
His first LOI went in on Oct 9. The seller wanted about 4x SDE; he moved it toward 2.75x to 3x by walking the seller through the debt-service math. Targeting a December close.
- Jim K. closed on a business he found through his own off-market outreach
"Closing day today! Mixed feelings of terror and excitement!"
- Gustavo I. agreed terms on a South Florida home-repair business, about three months after joining
Up to $700K against a $770K ask: $500K cash at close plus up to $200K on a forgivable note. The sellers cover a $20K transfer fee and a 90-day transition.
- Benjamin P. signed an LOI on a rural water pump service company
Founded in 1977, about $1.3M in revenue and $474K in SDE. Signed about six weeks after he first posted it for a deal review.
- Chase C. closed his first acquisition
A pool route business he can run semi-absentee. He came close on three other deals first.
- Brian K. submitted an LOI on a commercial cleaning business with $462K in SDE
Within days of his first conversation with the seller.
In their words
"Great platform with real, knowledgeable people supporting it and valuable tools and skills. Anyone who is serious and sticks with it will walk away owning a business."
5-star review on Whop, Oct 19, 2026. Member since Aug 2026.
"Loved the process. Very detailed steps to take to improve the chances of buying a business. Austin up front, and Mike's flexibility and communication was great!"
Patrick R., 5-star review on Whop, Jul 10, 2026
"I wouldn't have known what I truly valued if I didn't have the 40-50 preliminary CIM screenings, the 20-30 promising conversations, and then the 2-3 in person meetings."
Chase C., after closing his first acquisition, Jul 2026
"What changed the conversation was explaining the financing math."
Tyler H., on getting his offer signed, Oct 2026
"Great education and support in the business acquisition process!"
Mike B., 5-star review on Whop, Aug 18, 2026
A third-generation owner replied to my off-market email because it was "the first email he's received that sounded like a real person."
Jeremy P., member post, Jun 2026
During your 30-day guarantee window you can ask to speak with current members directly.
Try it for 30 days, with your money back if it isn't right
30-day money-back guarantee
Come inside, look at the deals, meet the team and other members, and try the system. If you're not confident we'll help you buy a business, we refund you in full, as written in your agreement.
Not a fit if you
- Are exploring for next year rather than buying now
- Want a passive investment with no involvement
- Won't commit a few hours a week to seller calls and deal reviews
What buyers ask before they decide
Is this a course?
No. There is training, but the core is infrastructure and people: an outreach engine sending in your name, a portal of screened deals, live deal reviews, lender introductions and a deal team on chat. The training exists so we speak the same language when we review your deals.
What's the difference between my outreach campaign and the deal portal?
Your outreach campaign targets owners who match your buy box, in your name. Interested owners reply to you, and you're their first point of contact. The portal is separate: a national database of off-market opportunities that come through Munera's own outreach, screened for size, cash flow and intent. You can work both at the same time, plus on-market listings.
How much time does it take each week?
Plan on 5 to 10 hours: checking your inbox for seller replies, seller calls, reviewing deals, and the two live calls (both are recorded). It goes up when you're in diligence on a real deal.
What if I don't find a deal?
Within the first 30 days you'll see the deal flow and the outreach working for yourself, and if it isn't what you expected, you get a full refund. After that there's no time limit on your search.
What if the SBA or a bank says no?
SBA is one path, not the only one. Our partners include conventional and alternative lenders, and many deals close with larger seller notes or different structures. Part of every deal review is finding the structure that actually funds.
I'm not a U.S. citizen. Can I still buy?
SBA loans now require U.S. citizen or national owners, with limited exceptions. Buyers who don't qualify can still use conventional financing, seller financing or investors. Raise it on your next call so we can look at your specific situation.
Why not just use BizBuySell on my own?
You should, and members do. But listed deals are the most competitive and often the most picked over. Most buyers who close faster pair listings with direct owner outreach, which is the hardest part to set up alone.
Who is Munera Capital?
A lower middle market M&A advisory firm, operating as MH Ventures LLC, with more than $200M in total deals sourced across buy-side and sell-side work. We started sourcing deals for private equity firms and family offices, then built Acquisition Launch to bring the same tools to individual buyers.
Answer six questions before your next call
Clear answers make a fast decision, whether that's yes, no, or not yet.
Bring your answers. We'll bring the deal flow.
Your next call is about 20 minutes. We'll go through your questions, look at live opportunities in your market, and decide together what makes sense.
The Acquisition Launch team, Munera Capital