Self-funded searcher, deep in diligence on a ~12-year youth sports-performance gym (6,000 sq ft, Southeast suburban market). Sharing sanitized numbers because the situation has three wrinkles I'd love pattern-matching on from anyone who's bought a coaching/service business. The numbers: ~$350K revenue (ties to tax returns; bank statements pending). Seller-reported SDE $120K; my rebuild off the actual returns gets $98K owner-operated, ~$67K with a replacement coach — the delta is that contractor labor fell ~45% over two years while revenue stayed flat, i.e., the owner quietly became the head coach. Ask is 1.9x my verified number, 2.75x the with-coach number. Seller offering 50% financing. Wrinkle 1 — the seller's counter: he rejected a transition/coaching agreement outright ("won't commit to any hours") and will only do the deal if he stays on as a subtenant — independent coach, inside my building, keeping his personal client book. My read: I'd be buying the smaller half of the business while the founder competes on my own floor. Has anyone actually closed a deal with a seller-as-tenant structure? What did the named-client schedule / non-solicit look like in practice, and did it hold? Wrinkle 2 — related-party landlord: the lease (20 months left, no renewal option, no assignment right) is with an LLC the seller appears to control. New lender-grade lease is my non-negotiable closing condition. Anyone been through forcing a lease rewrite where the seller IS the landlord? What broke the logjam? Wrinkle 3 — competing-offer pressure: after my LOI (below ask, verification-based pricing), seller says he has full-ask LOIs with shorter DD. Any financed buyer will find the same SDE I did, so I'm treating it as noise unless the listing goes under contract. How have others tested this without torching the relationship? And the structure question: given he doesn't want to coach or transition, I'm considering countering with a management agreement + fixed-price purchase option (I run it 12 months on my own numbers, then buy). Anyone done MSA-to-purchase on a sub-$500K deal — what did you pay the owner during the interim period, and what killed or saved it? Not raising capital — this is a solo SBA 7(a) deal (side note for the SBA crowd: SOPredactedextending the seller-consultant window to 24 months is a real unlock for these key-person situations, if your lender will underwrite it). Just want scar tissue from people who've been here. Happy to share my diligence framework in return — the labor-cost-vs-revenue trend analysis alone has been worth the whole process.