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.