Start with uses, not the headline price
Write down purchase consideration, fees, initial working capital and a realistic reserve. Then reconcile those uses with cash equity, senior financing and any seller obligation. A missing reserve is a funding gap, even when the purchase-price math looks neat. A seller who leaves money in the business has not supplied the same instrument as a seller who lends the buyer money.
Specify the unit and reporting period for every number. A monthly operating profit, a trailing annual adjustment, an estimated property value and a headline asking price cannot share an unlabeled spreadsheet column.
Separate three different loan statements
SBA’s official overview lists a $5 million maximum for an individual 7(a) loan and allows eligible ownership changes among other uses. A separate May 18, 2026 announcement describes cumulative 7(a)/504 financing up to $10 million for eligible structures from July 4. The 504 program has fixed-asset purposes and excludes working capital. None of that automatically makes a $10 million goodwill-heavy acquisition financeable.
Bring a lender the actual transaction and ask which rules apply. The SOP edition register lists version 8.1 effective October 1, 2026. This tool does not claim to implement its detailed thresholds, and a planned closing date alone is not enough to select the controlling guidance.
Model the operator after the acquisition
Start with a documented cash-flow measure. Deduct a replacement operator only when that expense has not already been deducted. Treat maintenance capex and ongoing working-capital needs separately from discretionary growth. Then calculate scheduled debt service and a downside case. Explain the differences between your proxy and the lender’s underwriting definition.
Our calculator deliberately shows a standby note’s remaining liability. A zero current payment does not erase principal, accrued interest, a balloon payment or refinancing risk. Interest-only and standby are scenarios until the lender and documents approve the actual arrangement.
The next useful action
Prepare a one-page sources-and-uses schedule, historical statements, adjustment evidence, an operating plan, and a clear list of unresolved conditions. Ask a qualified lender to identify the three items most likely to change eligibility or structure. Resolve those before negotiating around a price that depends on fictional financing.
- U.S. Small Business Administration · 7(a) program overview ↗Individual loan ceiling and permitted uses; lender eligibility remains separate. Checked 2026-09-15.
- U.S. Small Business Administration · 504 program overview ↗Fixed-asset uses; working capital is excluded. Exact eligibility requires CDC review. Checked 2026-09-15.
- U.S. Small Business Administration · Cumulative 7(a) and 504 financing announcement ↗Published May 18; states effective July 4, 2026. Not a $10m individual 7(a) loan. Checked 2026-09-15.
- U.S. Small Business Administration · SOP 50 10 edition register ↗Version 8.1 effective October 1, 2026. Full 8.1 rules not incorporated into this calculator. Checked 2026-09-15.