Creative Deal Structures for Small Deal

April 30, 2025

by a searcher from Northwestern University - Kellogg School of Management in Chicago, IL, USA

I’m looking for some ideas on potential creative deal structures for a small deal (under $300k). Company has been on the market for a few months and seller is motivated to sell. In the past I would have gone heavy seller financing but with the new rules going into effect June 1, looking for other creative ideas that will still work. Appreciate it!

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Reply by a searcher
from Georgetown University in Charlotte, NC, USA

You can be as creative as the seller is willing to do. Here's some ideas 1. completely seller financed. you can add revenue share or something to make this have a good return for the seller until you refinance or make it a short term with the plan of a refi in 2 years. 2. Heloc or similar instrument might cover the total amount of the loan. 3. alternative lenders. this is a very small deal size, so there's a lot of nonbank lenders that could do it. Maybe even a hard money RE lender 4. Do you have something you could trade? Land, vehicles, work, etc. Maybe try a combination of they pick either price or terms and you pick the other.

Reply by a professional
from Bentley College in Miami, FL, USA

Under the new SBA rules, creative structuring needs to be a bit more buttoned-up. Here are a few approaches that I believe can still work for a sub-$300K deal and remain SBA-compliant: Heavy Seller Financing (still allowed): You can still do significant seller notes — just be sure the terms are fixed, fully amortized, and not contingent on performance. Subordination is usually required, but this remains one of the best tools for small deals. Holdback / Escrow for Reps & Warranties: You can withhold a portion of the price in escrow for a defined period post-close. As long as the total price is fixed at closing, this is SBA-compliant and helps manage risk. Seller Note with Forgiveness Clause: This is a niche but viable strategy. If structured correctly (e.g., forgivable upon specific non-performance like customer loss), it can be compliant — but must be carefully reviewed by your lender. Outside Capital + SBA Blend: For small deals, bringing in a small amount of investor capital or a revenue-based loan alongside SBA financing can help you meet down payment or working capital needs while staying within SBA guidelines. Creative, yes — but I believe that these options are still within the lines. If you want to model out some of these or review them with an SBA-savvy advisor, DueDilio can connect you with experts who’ve closed a lot of these kinds of small deals.

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