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SBA Acquisition Business Plan for a 7(a) Business Purchase

Our Acquisition Business Plan for an SBA 7(a) buyer is $1,800 on your own financial model in 7 business days, or $2,800 with our acquisition model in 10, and it is not the lender's business valuation. Its eleven sections follow what Appendix 15 of SOP 50 10 8.1 has the lender document, including the seller's three most recent year-ends, laid out to reconcile to IRS transcripts, and coverage of "Initial Acquisition: 1.25:1" on history: the last fiscal year-end or the two-year average. It includes an equity-gap check against the purchase price.

General information, not legal or lending advice. SBA 7(a) business purchases only. Confirm the transaction type and requirements with your lender; take the purchase agreement and any seller note to your attorney.

What is an acquisition business plan, and who is it for?

It is the buyer's written case to the lender for financing an existing business in an SBA 7(a) Initial Acquisition, "the default category for 7(a) changes of ownership", a Business Expansion or an Owner Buyout, written to the type your lender assigns. It is one of our exit and acquisition documents.

What do you receive?

Eleven sections:

Section of the plan
Transaction and business summary
Buyer background and the principal's involvement in daily onsite management
The seller's three years of historical results on the highest level of financial reporting available, laid out to reconcile to IRS transcripts
Normalized earnings and add-back schedule, each adjustment justified
Debt service coverage schedule at the ratio that applies to the transaction type
Sources and uses reconciled to total project cost, with the equity injection and any seller note and its standby terms
Transition and the seller's consulting arrangement within the SOP limits
12-month working capital analysis
Post-closing projections, shown but not relied on for coverage
Equity-gap check against the purchase price
Risks and mitigants

What does it cost, and how long does it take?

PackageFixed feeTurnaroundWhat is included
With your financial model$1,8007 business daysThe plan, built on your model
With our acquisition model$2,80010 business daysThe plan plus our acquisition model: coverage test, equity-gap check, seller note and standby treatment, and base, downside and upside cases in one workbook

Our Standard SBA loan business plan, also $1,800, includes our lender model; this plan is built on yours and adds the acquisition schedules.

What is it not?

It is not the lender's business valuation: outside ESOP loans, under Appendix 15 "the business valuation must be requested by and prepared for the Lender" and "The Lender may not use a business valuation prepared for the Applicant or the seller". It is not a Quality of Earnings report, an appraisal or an opinion of value.

How do the SBA rules shape the plan?

History, not projections. Under Section A, Chapter 5, "the SBA Lender must verify the seller’s financial data" against IRS transcripts. The coverage ratio "must be satisfied using either the last fiscal year-end or an average of the last two fiscal year-end statements": "Initial Acquisition: 1.25:1", "Business Expansion: 1.15:1", "Owner Buyout: 1.25:1". The lender must evaluate projections "but may not rely on them to meet the DSC requirement", except for an owner-occupied Special Purpose Property integral to the business whose appraised value fully collateralizes the loan, with the ratio met "within two years from loan funding". See SBA loan to buy a business and business acquisition plan outline.

Illustration, figures assumed, not a rate quote. Initial Acquisition, no real estate, 10.0 percent over 10 years, as the loan "must not have an amortization that exceeds 10 years".

LineAmountRule applied
Purchase price, also the Business Purchase Price$1,200,000No real estate
Lender's business valuation (assumed)$1,100,000Prepared for the lender
Total project cost$1,300,000Price + $100,000 working capital and closing costs
Minimum equity injection$130,000"Initial Acquisition: 10%", "to be based on the total project cost"
Equity gap: price less valuation$100,000"the difference must be made up by equity"
7(a) loan at the debt cap (our reading: whole loan)$1,100,000Debt "limited to the business valuation amount"
Equity if the gap counts toward the 10 percent minimum$200,0001,300,000 less 1,100,000
Equity if the gap sits on top of the minimum$230,000130,000 + 100,000; loan $1,070,000; 12 x $14,140.13 = $169,681.56; 215,000 / 169,681.56 = 1.27
Annual debt service on $1,100,000$174,438.9612 x $14,536.58 at 10.0 percent, 120 months
Seller EBITDA, last fiscal year-end$215,000215,000 / 174,438.96 = 1.23, below 1.25
Two-year average ($215,000 and $195,000)$205,000205,000 / 174,438.96 = 1.18, below 1.25
Loan that meets 1.25:1 on $215,000$1,084,62012 x $14,333.33 = $171,999.96; 215,000 / 171,999.96 = 1.25
Equity at that loan$215,3801,300,000 less 1,084,620

At $200,000 of equity, coverage fails on either basis. The Applicant may add equity "to reduce the loan amount and corresponding debt service": $215,380 of equity in all on the last fiscal year-end if the gap counts toward the minimum, or $230,000 if it sits on top; the SOP text we read does not say which, so ask your lender.

What does SBA say about paying someone to write the plan?

Under Section A, Chapter 4, "the SBA does not require the use of an Agent for packaging or referring a loan application". An Applicant may pay an Agent for packaging, which includes "preparing a business plan", on three conditions: "compensation is reasonable and customary for those services; the compensation complies with SBA Loan Program Requirements; and the compensation is not contingent on the loan being approved or closed". Fees may be "based on an hourly rate or on a percentage of the loan amount"; "The hourly rate and time spent on each service must be documented"; and SBA does not allow "A standard or flat fee charged to all Applicants". When an Agent is paid, an SBA Form 159 is "signed by the Applicant, the Agent, and the 7(a) Lender", and if "the aggregate compensation for all fees provided by the same Agent exceeds $2,500", "an itemization of the compensation received and supporting documentation must be attached to the Form 159".

Our fee is fixed in advance and payable whether or not the loan is approved; before you engage us, ask your lender whether it treats our work on your plan as an Agent's packaging service on your loan, because if it does these fee and Form 159 rules apply to it.

What do we need from you?

Our Pricing Analysis is $1,250, a confidential information memorandum with blind teaser and data room index $2,800, and an acquisition business plan $1,800, or $2,800 with the acquisition model, all fixed. We never charge a percentage of anything you borrow, invest, raise or sell, and no part of our fee depends on a transaction completing. Every price we charge is on one page: /pricing.

Business Plan Firm is the US practice of Avvale, a London consultancy. We have written 1,000+ plans for 500+ founders across 30+ countries, and our clients have raised $500M+.

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How we work, and what we do not do

Business Plan Firm is the US practice of Avvale Ltd, a London management consultancy. We are not authorized or regulated by the UK Financial Conduct Authority, not registered with the SEC or FINRA, and not a licensed business broker, real estate broker, investment adviser or appraiser in any state. We prepare documents on your instructions from information you supply. We do not introduce buyers or sellers, solicit offers, negotiate, hold funds or bind any party. You decide who receives any document we prepare, and you are responsible for the law that applies to sending it. Our fees are fixed before work starts, payable whether or not any transaction completes, and never calculated by reference to any amount raised, borrowed, paid or sold. We do not advise on whether to structure a sale as shares or assets, on the merits of any security, or on whether to accept any offer; those are matters for your attorney, your CPA and, where needed, a registered adviser.

How we verified this

Not verified, so left out: what other providers charge, whether a given lender asks for a plan, approval rates.

Frequently asked questions

What do you need from me to start an acquisition business plan?

For our Acquisition Business Plan we need the signed letter of intent or purchase agreement; the seller's three years of statements and returns, latest interim and add-back evidence; your resume, ownership split, equity sources and any seller note terms; and the lease with the lender's rate and term.

How much does an acquisition business plan cost?

Our Acquisition Business Plan for an SBA 7(a) business purchase is $1,800 built on your own financial model, in 7 business days, or $2,800 with our acquisition model, which adds the coverage test, equity-gap check, seller note and standby treatment, and base, downside and upside cases, in 10 business days. Both fees are fixed.

How is the Acquisition Business Plan different from your SBA loan business plan?

Both are $1,800. Our Standard SBA loan business plan includes our lender model; the Acquisition Business Plan for an SBA 7(a) purchase is built on your own financial model and adds the acquisition schedules: seller history laid out to reconcile to IRS transcripts, justified add-backs, coverage at the transaction type's ratio, sources and uses and an equity-gap check.

Is the acquisition business plan the lender's business valuation?

No. Our Acquisition Business Plan is the buyer's document. Outside ESOP loans, Appendix 15 of SOP 50 10 8.1 makes the business valuation the lender's own, so the plan takes the lender's figure as an input to its equity-gap check and is not a Quality of Earnings report, an appraisal or an opinion of value.

Which coverage ratio applies to an SBA 7(a) business purchase?

Appendix 15 of SOP 50 10 8.1 sets 1.25:1 for an Initial Acquisition or Owner Buyout and 1.15:1 for a Business Expansion, met on the last fiscal year-end or the average of the last two. Our Acquisition Business Plan runs coverage at the ratio for your transaction type.

General information, not legal, lending, tax or valuation advice, and no guarantee of approval. Confirm requirements with your lender, attorney and CPA.

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