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Buy-side structuring

Buy the business. Structured to survive underwriting.

For first-time acquirers, searchers, and operators using SBA money: the one seat at the table that is paid to be on your side. We model the 7(a) and 504 stack, pressure-test the cash flow, and build a structure that answers underwriting's questions before they are asked. Your lender makes the credit decision; our job is that nothing in the numbers surprises them.

Deal read, excerpt2 business days
Earnings cushion (DSCR) at asking price1.19Too thin
DSCR as structured1.46Clears
VerdictOur read: fundable, with three fixesSee deal-breakers

Book the call, share the CIM (the seller's information packet) and three years of financials through the private channel we set up, and the written verdict lands in two business days. Deal on the table? Get the full deal teardown.

Or see the work first: the full $7.0M deal teardown behind one email field, or the free one-page PDF.

Deal read: HVAC services co, $6.8M ask 48-hr turnaround

Coverage at a glance

DSCR at asking price
1.19
DSCR as structured
1.46
7(a), business
$4.0M
504, real estate
$2.1M
Injection + seller note
$0.7M
Stack fits both caps7(a) approved first

The deal-breaker list

Our read: fundable as structured
  • 1Owner salary addback overstated. $85K of the $210K claimed will not survive a quality of earnings review. Repriced in our model.
  • 2Customer concentration at 31%. Top account is one third of revenue. Needs a contract assignment plan before commitment.
  • 3Seller note standby terms. Current draft pays interest year one, which breaks the injection sourcing rules. Redrafted to full standby.

Where your deal is, and what happens next

Illustrative example with the numbers changed. Every deal read is built from your target's actual financials. Not a loan offer.

The 48-Hour Rule

Every deal read is delivered in writing within 48 hours of your call. Not a target, a standing commitment: deals move fast, and an answer that arrives after the seller picks another buyer is worth nothing. If your deal clock is tighter than two days, say so and we work to the deal.

Where deals die

Six failure points, all preventable

Stacked SBA deals rarely die at the handshake. They die in underwriting, after you have paid for diligence. These are the recurring causes.

1

DSCR that only works on paper

The broker model clears 1.25 using addbacks that a quality of earnings review deletes. Real coverage lands at 1.1 and the credit committee passes. We rebuild the model on defensible earnings before you spend a dollar on diligence.

2

Wrong sequencing on the stack

The 504 runs ahead of the 7(a) and can suddenly count against 7(a) capacity. The deal that penciled at $8M now has a $5M ceiling. SBA's notice puts the 7(a) approval first; the sequence is a one-line fix early and a dead deal late. How sequencing works.

3

Injection money from the wrong place

Lenders trace every dollar of equity injection. Borrowed funds, undocumented gifts, or a seller note with the wrong standby terms all fail sourcing rules, usually three days before closing. The standby rules, explained.

4

Seller note drafted casually

Standby period, interest timing, and subordination all have SBA rules. A note the seller's attorney drafted from a template can void the injection credit it was supposed to provide.

5

The lender mismatch

Not every SBA lender does stacked deals, and the ones that do have appetites by industry, size, and geography. Two months with the wrong bank costs more than any fee we charge.

6

Nobody owns the timeline

Buyer, seller, bank, CDC, two attorneys, a landlord. Without one party tracking conditions across all of them, week ten becomes week twenty and the seller walks.

What you get

The numbers side of your deal, handled

48

48-hour deal read

A written go or no-go on any live target: DSCR at ask and as structured, the stack split, and the deal-breaker list. Use it to negotiate or to walk away early.

$

Stack model

The full 7(a) plus 504 structure with injection math, seller note terms, and sequencing plan. Built to survive a credit committee, not to win a pitch.

Lender-ready file

Your business plan, projections, and documents organized with you the way underwriters read them. You submit the application; clean files get priority attention and fewer condition letters.

Lender fit analysis

A shortlist of SBA lenders and CDCs whose current appetite fits your deal size, industry, and structure, so you approach the right banks instead of spraying the file across twenty. You choose and contact the lender; we advise you, not them.

Negotiation support

Price, asset allocation, and note terms modeled in real time while you negotiate, so every concession you make is one you can finance.

Closing support

One tracker across bank, CDC, attorneys, and insurance. Conditions cleared in order, 504 timing protected, no surprise in the final week.

Try the math

Rough out your stack in ten seconds

Slide to your deal. See how the 7(a) and 504 split, what injection you need, and whether you clear the caps.

Stack estimator

Assumes 90% financing on each instrument and a 10% total injection. Illustrative only, not a loan offer or a rate quote. Your lender and SBA set final terms.

7(a) loan, business side$0
504 loan, fixed assets$0
Your equity injection$0
Total project$0
How it works

Four steps from target to keys

1
Days 1 to 2

Deal read

You send the CIM and financials. We send back the verdict, the real DSCR, and the deal-breaker list.

2
Week 1 to 2

Structure

Stack split, injection plan, seller note terms, and sequencing locked into a model you negotiate from.

3
Week 2 to 4

Prepare and approach

Your file organized to underwriting standard, and you take it to the banks and CDCs whose appetite fits your deal.

4
To close

Support to funding

Conditions tracked, parties aligned, 7(a) first, 504 on schedule. You run the business handover, we keep every open item moving.

Questions

Straight answers before you commit

Can I really use a 7(a) and a 504 on the same acquisition?
Yes, under the SBA changes effective July 4, 2026 the two programs no longer share a single ceiling, so a deal with real estate or heavy equipment can carry both. The catch is sequencing: SBA's policy notice has the lender approve the 7(a) first, with the 504 approved by the CDC second, because a 504 run first can count against your 7(a) capacity. We structure the sequence with you so the full stack survives.
What do I get in the 48-hour deal read?
A written verdict on whether the deal is fundable as priced, a DSCR model at the ask and at our recommended structure, the proposed 7(a) and 504 split, the injection and seller note math, and a deal-breaker list of the specific items most likely to sink underwriting. It is the document we would want before signing an LOI.
What if my equity injection comes up short?
There are compliant ways to bridge it, including seller notes on full standby, gifted funds with proper documentation, and partner equity. Each has rules about sourcing and standby terms that lenders check line by line. We model the options and flag the ones your lender will actually accept.
When should you get involved in my deal?
Ideally before the LOI, when structure is still negotiable. The price, the asset split, the seller note terms, and the closing sequence all get decided early, and they are expensive to reopen later. That said, we regularly step into live deals that have stalled in underwriting.
Do you replace my lender, broker, or attorney?
No. We are not a lender, a law firm, or a CPA firm, and we do not originate, broker, package, or refer loans. We sit on the numbers side of your team: building the model, structuring the stack, organizing the lender file with you, and keeping every party working from the same figures through closing. You submit the application and your lender makes every credit decision.
Buy side

Get a 48-Hour Deal Read

Share the CIM and three years of financials and in two business days you know whether the deal appears financeable, at what structure, and what breaks it.

Talk through your deal

After you close: most new owners want a live dashboard and a monthly memo in the first 90 days. See the Business Accelerator, our monthly reporting service.

Questions first? hello@clariqadvisory.com. Deal documents move through a private channel we set up on the call, not the contact form.

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