Seeking Financing for Small Acquisition

searcher profile

July 21, 2025

by a searcher from Stetson University in Orlando, FL, USA

I’m currently pursuing a small business acquisition in South Carolina. I have access to the seller’s financials for the past five years. The challenge is that the seller is anchoring his valuation on a multiple of 2.5x–3x earnings, but he’s selectively using only his best years. The business lacks consistency, and a more accurate valuation would be based on an average or normalized EBITDA. While I have significant experience in M&A, I’m not looking for a full valuation report. What I need is a financing partner or small financial firm that can assist in one of two ways: • Help structure a Letter of Intent (LOI) or Memorandum of Understanding (MOU) that reflects a more realistic valuation, ideally backed by lender guidance. • Offer basic deal support that allows me to present the seller with a credible, third-party-supported offer—rather than it just coming from me. This is a small transaction. My target purchase price is $150,000, with $50,000 down and $100,000 financed. The seller is currently expecting around $375,000, so part of the goal is to use the LOI structure or financing pre-qualification as a tool to guide him toward a more reasonable number. I know this may be a smaller deal than most firms typically support, but I believe there’s someone out there who can assist in helping get this across the finish line.
0
14
231
Replies
14
commentor profile
Reply by a searcher
from University of Pennsylvania in Miami, FL, USA
Earn-out is a useful tool to bridge these gaps and is a great tool to talk through valuation expectations - i.e. if we hit these numbers for next 2 years, I will pay you $X. My experience is that you could present all the data/valuation information in the world to the Seller and your valuation could be "right", but if Seller will rarely change their mind unless there are extenuating circumstances. They want what they want. Unless you are confident the Seller is open to differing perspectives and truly wants to sell, I would advise against spending time/money trying to convince them your way is the right way. Have a conversation around the earn-out so he can get to his valuation...or close to it, if the biz performs over the next [2] years. A different question: do you really want to buy such a small business that has inconsistent earnings or could you find something a bit larger and more consistent? Good luck!
commentor profile
Reply by an intermediary
from Harvard University in San Diego, CA, USA
Hi Roger, I would be happy to help you out on this, however I think your gap is going to end up being too large here and it may be best to start moving on mentally and emotionally from this one. You can absolutely put in an offer for what you are willing to pay and use a earn out (if non-SBA) or a forgivable seller note to try and bridge the valuation gap but for most sellers, they have their number in mind and it is not a market based figure, and no level of convincing or 3rd party will convince them otherwise, ESPECIALLY in this size range. It can be good practice to keep moving forward on this one and submit an LOI but in all likelihood this deal will sit on the market for 2 years before the seller gets real about the value.
commentor profile
+12 more replies.
Join the discussion