SBA Lenders – Add-Back Heavy Deal w/ Large Standby Seller Note
February 28, 2026
by a searcher from Le Moyne College in Atlanta, GA, USA
We’re under LOI at $3.5M for a service-based business.
Proposed structure:
~$1.8M SBA 7(a) upfront
10%+ buyer equity
$1.7M subordinated seller note, performance-contingent/forgivable
Buyer stepping in full-time
The complication:
Tax returns support ~ $1.5M valuation. Internal financials reflect materially higher normalized cash flow due to significant discretionary/personal expenses run through the business and lack of sale prep.
We’re willing to price off normalized internal earnings, but need a lender comfortable:
Underwriting documented add-backs beyond tax-return income
Accepting a large standby seller note
Structuring seller carry in an SBA-compliant way
Questions:
How aggressive are you on add-backs vs. tax returns?
Is this within your credit box?
Happy to share financials via DM.
from University of Utah in Sandy, UT, USA
from Massachusetts Institute of Technology in Portland, OR, USA