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Plain-English explainer

No bank can approve your loan before the LOI. Three other things can be settled, and they decide the deal.

Buyers lose weeks here, chasing an approval that does not exist yet and then signing a letter with a price nobody tested. The work that actually pays off before you sign is different work, it is mostly about you rather than the business, and it takes about a week.

Free 30 minutes. Bring the listing and the last two years of numbers, and leave knowing whether the price carries a loan. Reviewed against the September 2026 rules.

Why there is nothing to approve

A lender underwrites a deal, and you do not have one yet

This is the part that catches first-time buyers, and it is worth saying plainly before anything else. An SBA lender does not approve a borrower. It approves a transaction: this business, at this price, with this structure, carrying this much debt against these earnings. Until a letter of intent fixes those, there is no file to underwrite, and every week spent asking for an approval is a week nobody can give you one.

What that means in practice is that the order most buyers assume is backwards. They picture getting approved and then going shopping, the way a mortgage works. Acquisition financing runs the other way. You find the business, you agree a price and a shape on paper, and the lender's real work starts the day after you sign. From there it is commonly 60 to 90 days to funding, which is where the weeks actually go.

There is one exception worth knowing about and not overrating. Most active acquisition lenders will look at you on your own, without a target, in something usually called a pre-qualification. It is a read on your credit, your liquid cash, your experience and your other obligations, and it ends with a rough size of deal your money supports. It is not binding on anyone and it is not an approval. It is still the single most useful hour you can spend, because it fixes the half of the file that has nothing to do with whichever business you end up buying.

So the honest answer to what you need before the LOI is not a document from a bank. It is three pieces of preparation, and the rest of this page is those three, in the order they matter.

First, the read on you

Four facts about your own file, settled before you are in a hurry

Every one of these is fixable in advance and painful to discover in week three. None of them requires a target business, which is exactly why they belong here rather than later.

1. Your credit, read the way a bank reads it. There is no magic cutoff score, and a number on a consumer app is not what the lender pulls. What moves the needle is the pattern: recent delinquencies, collections, the ratio of balances to limits, and anything that looks like a business being funded by personal cards. How banks actually read the file is worth ten minutes, and if something needs cleaning up, it needs months rather than days.

2. The cash you can genuinely inject, not the cash you have. Plan on roughly 10 percent of the total project cost, and note that total project cost is more than the purchase price: it picks up working capital, closing costs and the fees. The money also has to be yours to spend, seasoned and documented, which is not the same as visible in an account today. Retirement money, gifted money and borrowed money each come with their own handling. The four sources lenders accept covers the catch on each one.

3. Whether your experience fits what you are about to buy. Lenders weigh management experience, and the weight rises as the business gets more specialised or more licence-dependent. You do not need to have run the same business, but you do need a story that survives an underwriter's reading, and where the story is thin the usual answer is a stronger transition plan or a manager staying on. Better to know which of those you need before you are negotiating it.

4. Delinquent federal debt, and anything else that disqualifies. Ask the question out loud rather than assuming. A defaulted student loan, unfiled returns or an open tax lien will stop a file, and every one of those takes real time to resolve. There is nothing worse than losing a deal in week six to something that was true in week zero.

Do these four and you can walk into any lender conversation with a target and start at the deal instead of starting at yourself. That alone typically saves a fortnight.

Second, test the price

The letter fixes your price. Test it against coverage first.

If you only do one thing on this page, do this one. The number in the letter of intent is the number you spend the next three months defending, and it is far easier to set a price than to lower one. The lender will eventually run a single test on it, and you can run the same test yourself in an evening with the seller's numbers.

The test is debt service coverage. The lender takes the earnings the business can defend, subtracts what you need to live on, and divides by the loan payments at the price you agreed. For a first-time purchase the SBA's own minimum is 1.25x on loans numbered from October 1, 2026 (it was 1.15x), which is where most lenders already were, and they want it on earnings they can tie back to tax returns rather than to a spreadsheet. Coverage in plain English walks the arithmetic with the benchmarks lenders actually hold.

The input that decides it is the earnings figure, which in these deals is usually seller's discretionary earnings. That number is built by adding back the owner's pay and the costs that will not follow the business to you, and every addback is an argument you may have to win twice, once with the seller and once with an underwriter. What counts as an honest addback is the difference between a price that holds and a price that unwinds in diligence. If the numbers came to you as a seller's packet, reading the CIM properly comes first, because the silences in it matter more than the charts.

Here is why this cannot wait until after signing. A price that fails coverage does not come back as a smaller loan you can top up. It comes back as a decline, or as a retrade you are asking for from the weaker side of the table, months in, with money already spent on diligence. When a deal is genuinely close, the levers are real and they are mostly structural: a longer term where the assets allow it, a larger injection, or a seller note on full standby, which can also count toward part of your required injection if it is drafted so the seller receives nothing while the SBA loan is outstanding. The wording on that note decides whether it helps or does nothing at all.

Third, the letter itself

Four terms that decide whether the financing survives

A letter of intent is usually non-binding on price and terms while binding on a few specific things, commonly exclusivity, confidentiality and who pays for what. Which parts bind varies by letter, so have your attorney read the ones that do. These four terms are the ones that quietly decide whether an SBA deal can be financed at all, and all four are much cheaper to get right now than to renegotiate later.

1. An exclusivity period that fits an SBA timeline. Funding commonly takes 60 to 90 days from accepted offer, with diligence running alongside underwriting rather than ahead of it. A 30 or 45 day window does not fit that, and the predictable ending is an extension negotiated after you have already spent money, which the seller knows. Ask for 90 days where the deal carries real estate, a landlord consent or a licence transfer, because those are the clocks nobody in the room controls.

2. A financing contingency that names the financing. Make the deal conditional on obtaining acquisition financing on commercially reasonable terms, and be specific enough that the condition means something. A vague contingency is an argument waiting to happen at exactly the moment you least want one.

3. Access to the records the lender will demand. Your lender will want business tax returns, interim statements, the debt schedule, the lease and the customer detail, and the underwriter will want them reconciled to each other. Write the access into the letter. Seller financials that do not tie to the tax returns are one of the most common reasons a file adds a month, and discovering that in week five is materially worse than discovering it in week one. The diligence checklist is the full list of what to demand once the letter is signed.

4. The shape of the deal, at least in outline. Most SBA change of ownership deals are structured as asset sales, and that is not a detail you want to reopen in week six, because it changes the tax outcome for the seller and can change the price they will accept. What each structure transfers is the short version. Sketch the seller's role after closing in the letter too. Lenders limit how long a seller can stay involved in a business they have sold, so agree the transition in principle now and confirm the specific limit with your lender rather than assuming a number.

What do I need for SBA financing before signing an LOI?
Three things, and none of them is a loan approval. First, a clear read on yourself: your credit, the cash you can actually inject, your relevant experience, and whether you carry any delinquent federal debt. Second, the coverage test run at the price you are about to write down, using the seller's own numbers, because the letter fixes that price and the lender will check whether the cash flow carries it. Third, a short list of lenders who actively do change of ownership loans in your state and industry, so that day one after signing is a phone call rather than a search. The SBA's own loan data ranks them.
Can you get SBA pre-approval before signing an LOI?
Not a real approval, because there is nothing to approve. SBA lenders underwrite a specific business at a specific price with a specific structure, and before a letter of intent exists none of those are fixed. What lenders will do is look at you, which is usually called a pre-qualification: a read on your credit, your liquidity, your experience and your other obligations, ending in a rough size of deal your injection supports. It carries no commitment and it is not binding on the lender, but it is genuinely useful, because it is the half of the file you can fix before you find a business rather than during a countdown.
How long should the exclusivity period in an LOI be for an SBA deal?
Long enough to cover the financing, which on an SBA acquisition runs 60 to 90 days from accepted offer to funded, with diligence running alongside the underwriting rather than before it. An exclusivity window of 30 or 45 days does not fit that, and the usual result is an awkward extension negotiated from a weak position, because by then you have spent money and the seller knows it. Ask for 90 days where the deal has real estate, a landlord consent or a licence transfer in it, since those are the third-party clocks nobody controls.
Does the price in the LOI have to work for the lender?
Yes, and this is the part that ends deals quietly. The lender models a buyer paying your price and asks whether the cash flow covers the payments. For a first-time purchase the SBA's own minimum is 1.25x on loans numbered from October 1, 2026 (1.15x before), measured on earnings the lender can defend from tax returns, and most lenders already wanted 1.25x or better. A price that fails that test does not produce a smaller loan, it produces a retrade or a dead deal months later. Run the test before the number goes into the letter, because a price is far easier to set than to lower.
Before the letter goes out

Have a business in front of you and a number in mind?

Thirty minutes, free and confidential. Bring the listing and the last two years of numbers, and we will run the same coverage test the lender will run, tell you what the price can carry, and name the terms worth putting in the letter. We do not originate, broker or refer loans, so there is nothing to sell you at the end of it.

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