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Business Acquisition

Business Acquisition Financing: How to Structure the Complete Capital Stack

15 min read

The bank said no — or said yes with 30% down. You found the right business, negotiated the price, and now you need capital. The problem: your bank wants more equity than you have, or the seller won't carry a note, or the timeline doesn't work. This is where most acquisitions die. The solution is not finding a different bank — it's structuring the complete capital stack so each layer plays its role. This guide walks through how to layer SBA 7(a), seller notes, mezzanine debt, and private credit to close the deal with the least cash possible.

1The Three Mistakes That Cost Borrowers the Most

After structuring hundreds of deals across both markets, the pattern is clear. These three mistakes account for the majority of failed acquisitions and lost capital.

Three doors, three decisions — the choices borrowers make (or avoid) that determine whether a deal closes or dies.

01

Mistake #1: Choosing based on assumptions rather than term sheets.

"Banks are too slow." "Private credit is too expensive." Maybe. But you won't know until you run the process. Assumptions aren't a capital strategy. The only way to know what the market will offer your deal is to put it in front of the market — both markets — and compare real term sheets side by side.

02

Mistake #2: Optimizing for cost alone.

The cheapest capital that arrives 30 days after your deal dies is worthless. Cost matters — but only in the context of speed, flexibility, and certainty of close. A deal that closes at 12% beats a deal that falls apart at 8%. Rate is one variable in a multi-variable equation.

03

Mistake #3: Working with an advisor who can only access one market.

If your broker only knows banks, every deal looks like a bank deal. If they only know private credit, you'll never see what the bank market would have offered. The advisor's market access determines your options — and most advisors are specialists, not generalists.

The Common Thread

All three mistakes share the same root cause: incomplete information. You can't make a good capital decision without real term sheets from both markets, structured by an advisor who has access to both. That's not a pitch — it's the mechanics of how capital markets work.

2Ready to Run Both Processes?

If you're raising capital for an acquisition, expansion, or recapitalization and you're not sure whether private credit or bank lending is the right path — the answer is probably both. We'll map your deal to the right capital source, run parallel processes where it makes sense, and put real term sheets in front of you so you can make the decision based on data — not guesses.

Aerial view of two roads merging into one highway at sunrise — representing the convergence of private credit and bank lending paths into a single optimal capital strategy

Two paths, one destination: private credit and bank lending converge into the optimal capital structure for your deal.

That's how deals get done.

The Bottom Line

Business acquisition financing is not about finding one lender who will fund the entire deal — it's about structuring the complete capital stack so each layer plays its role. SBA 7(a) provides the senior debt at the lowest cost. The seller note fills the equity gap and aligns incentives. Mezzanine or private credit bridges the difference when the seller won't carry enough. The result: you close the deal with the least cash possible, and every dollar you put in goes to equity, not lender fees.

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Ready to Run Both Processes?

If you're raising capital for an acquisition, expansion, or recapitalization and you're not sure whether private credit or bank lending is the right path — the answer is probably both. We'll map your deal to the right capital source, run parallel processes where it makes sense, and put real term sheets in front of you so you can make the decision based on data — not guesses. That's how deals get done.