Seventy-Eight Percent of Buyers Have the Same Financing Plan
Most buyers arrive at an acquisition with the same financing plan. That is worth knowing before it is the only one on the table.
Nearly eight in ten buyers, 78 percent, told a quarterly survey of the business-for-sale market that they expect to fund their next acquisition with a loan backed by the U.S. Small Business Administration. Ninety percent said they expect the seller to carry part of the price. Twenty-nine percent of owners said they plan to offer it. The typical acquisition in this market is built on one program and one concession, and the concession belongs to a counterparty who has not agreed to it.
What the quarter showed
2,117 U.S. businesses changed hands in the second quarter, down 10 percent from both the prior quarter and the same period a year earlier, on $1.8 billion of total enterprise value. The median business sold for $349,250. The decline was not attributed to absent demand. It was attributed to selectivity, on the buyer side and the lender side at the same time.
Put the three survey figures next to each other and the shape of the problem is visible. Buyers counting on seller financing outnumber owners offering it by more than three to one. And 78 percent of the buyer pool is planning against one set of underwriting rules, which means the same tests decide most of the transactions in the market.
The rules are structural, not discretionary
The program’s current operating procedures took effect on June 1, 2025, with a procedural revision effective March 1, 2026. Those are standing rules rather than news, and they are published in advance, which is the useful part. Four of them decide more deals than most buyers expect.
A complete change of ownership requires an equity injection of at least 10 percent from the buyer. A seller note counts toward that injection only if it sits on full standby, no principal and no interest, for the entire loan term, and it cannot cover more than half of the injection. A partial change of ownership has to be structured as a stock purchase, so the asset purchase route is unavailable. And in a partial change, every equity holder personally guarantees the loan for at least two years regardless of the size of the stake.
There is nothing wrong with any of that. A program with a published credit box is easier to plan against than one without. The difficulty is that a buyer who has only ever priced this route reads a decline as a verdict on the business, when what it usually describes is a mismatch between one deal and one set of tests.
What a single route actually costs
The arithmetic is worth doing before the offer rather than after it. Take a $1,000,000 purchase. The minimum injection is $100,000. If the seller writes a note on full standby, it can carry half of that, so the buyer puts in $50,000 of cash. If the seller declines, which the survey suggests is the more common answer, the buyer’s cash requirement at close doubles to $100,000. Nothing about the business changed. One counterparty’s preference moved $50,000 onto the buyer’s side of the table.
Now route the same purchase differently. Financed against what the target owns, receivables, inventory and equipment, plus what the combined business generates, the debt is sized to the collateral rather than to a program minimum. If those assets and that cash flow support $850,000, the buyer’s cash at close is $150,000.
$150,000 is more equity, not less, and saying so plainly matters. The second route is not a cheaper deal. It is an available one. It is what a buyer uses when the file does not fit the first route, or when the timeline does not, or when a minority investor will not sign a two-year personal guarantee. The mistake is treating the two as competing offers rather than as different answers to different questions.
How Thalos Capital Approaches This
Thalos Capital is not tied to one program or one lender, so the first question on a transaction is which source underwrites this deal as it actually is, rather than how to reshape the deal until it survives a single set of tests.
Matching a deal to its source starts with the target’s balance sheet and the combined cash flow, then separates the purchase into the pieces different sources will fund. Equipment supports one kind of facility. Receivables and inventory support another, sized against the collateral. Cash flow supports a third. A seller note sits behind them where one exists and where its treatment has been negotiated rather than assumed. Each piece carries its own advance basis, its own cost and its own timeline, and they get sequenced to a single closing date. On transactions from $50 thousand to $100 million and above, that is the difference between a buyer with one route and a buyer with a comparison.
The cost of a single-route plan is rarely the decline itself. It is the six weeks spent arriving at it, inside an exclusivity period that does not extend to accommodate the discovery, opposite a seller who is now less certain than they were. A buyer who knows in advance which structures the deal supports can build the offer around the financing that exists, rather than around the financing most of the market is assuming.
Most financing situations have more options than the borrower initially sees. A conversation is enough to map them. Submit your financing request at https://thaloscapital.com/contact.