How To Finance A $1M+ EBITDA Tech Business Acquisition With Limited Equity Using Senior Debt And Seller Financing

Tech Acquisition Financing Advisory

How To Buy A $1M+ EBITDA Tech Business With 10–20% Equity

Buyers searching for “how to finance a $1M EBITDA business acquisition” or “how to buy a tech company with limited equity” are usually facing the same constraint: strong target, limited personal capital.

At 3.5x–5x EBITDA, a $1.25M EBITDA company implies a $4.3M to $6.25M enterprise value. The transaction is achievable. It simply requires structured leverage, negotiated seller participation, and disciplined equity formation.

Financely structures acquisition capital stacks for sponsor-led transactions. We underwrite the target, model debt capacity, negotiate seller financing, coordinate lender outreach, and manage equity formation through closing.

See our execution framework on How It Works and our full advisory scope on What We Do.

Capital Stack Design For A $5M Tech Acquisition

Illustrative structure at 4x multiple ($5M enterprise value):

• 55% Senior Debt = $2.75M
• 20% Seller Note = $1.0M
• 25% Equity = $1.25M

If the sponsor contributes 15% of the equity tranche, required personal capital is approximately $187,500, not $5M. This is the distinction between theoretical and executable acquisitions.

What Lenders And Investors Evaluate

Debt Service Coverage

Modeled post-close DSCR must support amortization without operational strain.

Revenue Quality

Recurring SaaS or contracted revenue increases leverage tolerance.

Customer Concentration

Material client exposure reduces bank appetite and increases pricing.

Seller Alignment

Seller financing signals confidence and reduces equity burden.

Our Execution Procedure

Phase Execution Focus
LOI Review Valuation validation, structure terms, seller note strategy.
Underwriting Normalized EBITDA, sensitivity modeling, capital stack stress testing.
Debt Coordination Lender memo preparation and term sheet negotiation.
Equity Formation Preferred return structure and governance design.
Diligence Financial, tax, legal, and technical review coordination.
Closing Escrow coordination and funding sequence management.
Acquisition leverage increases financial exposure. All transactions are subject to underwriting, diligence, lender approval, and executed legal documentation. No guarantee of capital placement is implied.

Submit Your Tech Acquisition For Structured Review

If you have an LOI or are negotiating a $1M+ EBITDA target, submit your deal for capital stack analysis.

Submit Your Deal

Financely operates as a transaction-led capital advisory desk coordinating debt and equity placement through regulated counterparties where required.