Business Acquisition Financing
How Do I Get a Loan to Buy a Business?
Buying a business with debt is normal. The part most buyers get wrong is the submission.
Lenders do not “finance an LOI.” They finance a verifiable cash flow story, clean deal terms, and a file that can be diligenced fast.
This guide shows what lenders look for, what to prepare at LOI stage, and how to move from interest to written term sheets.
If you want Financely to run the process, start with How It Works.
What lenders are really underwriting
In a business acquisition, the lender is underwriting repayment first. Collateral helps, but most acquisition credit decisions start with whether the target business can service debt
after owner compensation, taxes, and normal reinvestment. That is why lenders push hard on quality of earnings, customer concentration, and working capital stability.
Common misunderstanding:
“I have an LOI, so I can get financing.”
An LOI helps, but it is not the file. Your lender file is the target financial picture, the deal terms, your equity plan, and a downside case that still repays.
Can I get a loan with just an LOI?
Sometimes you can get early lender interest with an LOI, but serious underwriting usually starts when the deal terms are stable and the diligence plan is clear.
Treat LOI stage as the moment to build the lender pack, not the moment to blast the market.
LOI stage: what you can do
- Confirm the purchase price logic and structure
- Build the lender-ready package and data room
- Pre-screen lender fit based on size, industry, and leverage tolerance
- Identify equity sources and timing
The goal is to enter diligence with a financeable structure and realistic lender targets.
Purchase agreement stage: what lenders want
- Signed or near-final purchase agreement
- Working capital mechanism and closing adjustments
- Seller note terms, earn-outs, and any contingent payments
- Full diligence plan, timeline, and access to records
This is when lenders move from interest to term sheet conditions.
What documents do I need for a business acquisition loan?
Buyers lose time because they chase financing before they have a coherent lender file.
This is the document set that typically moves lenders from “send more info” to “credit review started.”
| Category |
What to provide |
What it answers |
| Deal terms |
LOI or purchase agreement draft, purchase price breakdown, sources and uses, expected closing date, key conditions, and any seller financing terms. |
What is being bought, for how much, and how the transaction is funded. |
| Target financials |
Last 3 years financial statements, trailing period and year to date management accounts, revenue and margin detail, add-backs support, and basic customer concentration. |
Whether cash flow is real, stable, and sufficient for debt service. |
| Working capital |
Working capital history, AR aging, inventory summary if applicable, and seasonal swings. |
Whether the business needs cash injections post-close and whether a revolver is required. |
| Buyer profile |
Buyer resume and track record, ownership structure, KYB details, equity source evidence, and post-close operating plan. |
Who will run the business and whether the sponsor can support the structure. |
| Debt and constraints |
Existing debt schedule (target and buyer if relevant), liens, guarantees, and any constraints that affect refinancing or assumption. |
Whether new debt can sit in the required position and close cleanly. |
| Forecast and downside case |
Forecast with assumptions register, integration plan when relevant, and a downside case showing covenant headroom and repayment resilience. |
Whether the deal survives stress and still repays. |
What terms should I expect?
Terms vary by industry, concentration risk, margin stability, and whether the structure is cash flow based or asset-based.
The fastest way to get real terms is to present a package that a credit team can underwrite quickly and confidently.
What drives pricing and leverage
- Quality and stability of cash flow
- Customer concentration and contract strength
- Working capital volatility
- Management depth and reporting capability
- Collateral and enforceability, when applicable
What usually shows up in term sheets
- Covenants tied to leverage and coverage
- Conditions precedent and diligence scope
- Security package and cash controls
- Fees, call protection, and reporting requirements
- Equity contribution expectations
Why acquisition financing requests get declined
Deal issues
- Purchase price not supported by earnings quality
- Add-backs that do not survive verification
- High concentration with no mitigants
- Working capital trap that breaks the model post-close
Submission issues
- Equity source is vague or not timed for closing
- Numbers differ across files and emails
- No clear diligence plan or timeline
- Rushed closing dates without access to records
How Financely runs acquisition term sheet decisioning
Financely is built for one repeatable outcome: package the acquisition to lender standards, route it to matched lenders, and run decisioning to written outcomes.
If you want the process view, start at How It Works.
If you want to submit, use Contact Us.
| Deliverable |
What it includes |
Why it matters |
| Acquisition lender pack |
Underwriting memo, sources and uses, debt schedule, key metrics, downside view, and a controlled data room that is lender-reviewable. |
Lenders respond to a clean file. They ignore messy stories. |
| Matched lender routing |
Outreach to lenders whose mandates fit the deal size, industry, risk profile, and structure. |
Avoids wasted submissions and preserves credibility. |
| Decisioning workflow |
Submission tracking, Q&A routing, term sheet comparison matrix, and documented written outcomes. |
Turns “maybe” into decisions you can act on. |
Pricing and minimum requested facility size
Financely Term Sheet Desk is a single flat-fee mandate built for repeatable execution.
The minimum requested facility size is USD 2,500,000.
| Item |
Terms |
| Flat fee |
USD 49,500 per mandate |
| Payment milestones |
USD 19,500 to start USD 15,000 on lender-ready package delivery USD 15,000 when lender outreach begins |
| Minimum requested facility |
USD 2,500,000 |
Deal Assessment Questions
Use these questions to pressure-test your acquisition before you go to lenders.
If you cannot answer them cleanly, the term sheet process will drag.
- What is the exact use of proceeds and closing timeline?
- How much equity is confirmed, from whom, and when is it available?
- What is the target’s true recurring earnings profile, and what add-backs are defensible?
- Is revenue concentrated in one customer or one contract?
- How does working capital move through the year, and what does the purchase agreement say about it?
- What existing debt, liens, or guarantees exist at the target that affect closing?
- Who will operate the business post-close, and what is their track record?
- What is the downside case and what breaks first if performance slips?
- What lender protections are acceptable (security, reporting, cash controls)?
- What is the clean exit path for the lender (refinance, amortization, sale, or cash generation)?
Simple 4-step procedure
| Step |
What happens |
What you get |
| 1) Submit your deal |
You submit the request and initial documents. We return a fit decision and a deal-specific checklist. |
A clear list of what is required to reach underwriting review. |
| 2) Sign and pay to start |
You sign the engagement letter and pay the start milestone. We open your platform workspace and set up the controlled data room structure. |
A single workspace for documents, questions, and progress tracking. |
| 3) Package to lender standard |
We build the lender pack and prepare the submission file. You review and approve the outreach version. |
A lender-ready package that reads like an internal credit review file. |
| 4) Decisioning through written outcomes |
We run matched outreach, log Q&A, track submissions, and normalize term sheets into a comparison matrix. When offers progress, we coordinate diligence sequencing toward closing under lender timelines. |
Documented written outcomes and a controlled path from term sheet to closing. |
90-day refund guarantee
Refund Guarantee:
If, within 90 days of engagement start (date of the start milestone payment), you do not receive at least one written term sheet or a written decline from matched lenders after outreach launch,
you may request a refund of all Financely fees paid on that mandate.
This guarantee is conditioned on timely delivery of required documents, accurate disclosures, and reasonable cooperation with lender Q&A.
Third-party costs, if any, are not refundable.
FAQ
How much down payment do I need to buy a business?
Lenders usually want meaningful equity in the transaction, but the amount depends on the target’s stability, concentration risk, working capital behavior, and the structure.
The only useful answer is the one tied to your specific deal and cash flow.
Can I get financing if the target’s financials are messy?
You can still get financing in some cases, but lenders will reduce size, tighten terms, or require additional protections.
The fastest fix is to normalize the data, reconcile inconsistencies, and present a clean lender pack.
Do lenders finance earn-outs or contingent payments?
Sometimes, but lenders usually treat contingent payments conservatively. If the purchase price relies heavily on contingencies, expect tighter structures and stronger diligence.
Do you provide the loan?
No. Financely is not a lender. We package the deal to lender standards, introduce it to matched lenders, and run a controlled decisioning workflow to written outcomes.
Important:
Financely is not a bank and does not lend. We do not promise approvals or funding.
We run a professional packaging and lender decisioning process designed to produce written outcomes when the credit supports the ask.
Submit your deal
If you want acquisition financing, stop sending half-files.
Submit the deal, sign the engagement letter, and we will package, route, and run decisioning through written outcomes and, where applicable, through diligence sequencing toward closing.
Start with How It Works
or submit directly via Contact Us.