Business Acquisition
Down Payment for Business Acquisition Loans Explained
The down payment in an acquisition is not just cash. It is the risk buffer that tells a lender you can absorb volatility, integration costs, and surprises.
If the equity is light, the structure must compensate in other ways.
For acquisition financing routes, see: SMB acquisition finance.
1) What Lenders Mean by “Equity Injection”
In underwriting, “down payment” usually means verified buyer capital at risk in the transaction. Lenders want it to be real, traceable, and committed to the deal.
The exact requirement varies by lender, deal quality, and industry risk, so treat any rule-of-thumb you hear as a starting point, not a promise.
2) Common Ways Buyers Build the Equity Layer
| Equity source |
Why it helps |
Typical lender concern |
| Buyer cash |
Clean alignment and simplest to underwrite |
Source of funds must be documented |
| Seller note |
Shows seller conviction and reduces cash at close |
Subordination terms and payment profile |
| Partner equity |
Balances skill and capital, reduces leverage |
Governance and control rights |
| Structured gap funding |
Bridges an equity shortfall with defined economics |
Pricing, intercreditor terms, and execution risk |
3) Seller Notes and Gap Funding
In many lower middle market acquisitions, the structure matters as much as the headline price. Seller notes can reduce the cash requirement and can improve lender confidence when the seller remains economically exposed post-close.
When the gap is larger, you may need a separate tranche.
If lenders are pushing back on equity, read: how to secure gap funding for a business acquisition.
4) The Quiet Problem: Fees and Closing Costs
Buyers often under-budget the total cash need by ignoring working capital adjustments, diligence costs, professional fees, and lender closing items.
Your sources and uses should include everything, or you risk a late scramble that slows closing.
5) Our Offer
Financely structures acquisition capital stacks and runs a lender process to produce real term sheets and a closing path.
If you want a structured outreach and term sheet workflow, start here: Lender Introduction and Term Sheet Auction Management.
Request Indicative Terms
Share your LOI or purchase agreement, target financial summary, and buyer profile. We will revert with the likely equity expectations by lender type and the structures that can bridge gaps cleanly.