The Importance of the Term Sheet
The value of the term sheet shouldn’t be overlooked. From buyers and sellers to advisors and intermediaries, the term sheet is often used before the creation of an actual purchase or sale agreement. That stated, it is important that the term sheet is actually explained in detail. Let’s take a closer look at its importance.
What is a Term Sheet?
Even though term sheets are quite important, they are rarely mentioned in books about the M&A process. In the book, Streetwise Selling Your Business by Russ Robb, a term sheet is defined as, “Stating a price range with a basic structure of the deal and whether or not it includes real estate.”
Another way of looking at a term sheet, according to attorney and author Jean Sifleet, is that a term sheet serves to answer to four key questions: Who? What? Where? And How Much?
Creating the Right Environment
A good term sheet can help keep negotiations on target and everyone focused on what is important. Sifleet warns against advisors, accountants and lawyers who rely heavily on boilerplate documents as well as those who adopt extreme positions or employ adversarial tactics. The main goal should be to maintain a “win-win” environment.
At the end of the day, if a buyer and a seller have a verbal agreement on price and terms, then it is important to put that agreement down on payment. Using the information can lead to a more formalized letter of intent. The term sheet functions to help both parties, as well as their respective advisors, begin to shape a deal, taking it from verbal discussions to the next level.
Make Sure Your Term Sheet Has the Right Components
In the end, a term sheet is basically a preliminary proposal containing a variety of key information. The term sheet outlines the price, as well as the terms and any major considerations. Major considerations can include everything from consulting and employment agreements to covenants not to compete.
Term sheets are a valuable tool and when used in a judicious fashion, they can yield impressive results and help to streamline the buying and selling process. Through the proper use of term sheets, an array of misunderstandings can be avoided and this, in turn, can help increase the chances of successfully finalizing a deal.
Copyright: Business Brokerage Press, Inc.
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The Top 3 Key Factors to Consider about Earnings
Two businesses could report the same numeric value for earnings but that doesn’t always tell the whole story. As it turns out, there is far more to earnings than may initially meet the eye. While two businesses might have a similar sale price, that certainly doesn’t mean that they are of equal value.
In order to truly understand the value of a business, we must dig deeper and look at the three key factors of earnings. In this article, we’ll explore each of these three key earning factors and explore quality of earnings, sustainability of earnings after acquisition and what is involved in the verification of information.
Key Factor # 1 – Quality of Earnings
Determining the quality of earnings is essential. In determining the quality of earnings, you’ll want to figure out if earnings are, in fact, padded. Padded earnings come in the form of a large amount of “add backs” and one-time events. These factors can greatly change earnings. For example, a one-time event, such as a real estate sale, can completely alter figures, producing earnings that are simply not accurate and fail to represent the actual earning potential of the company.
Another important factor to consider is that it is not unusual for all kinds of companies to have some level of non-recurring expenses on an annual basis. These expenses can range from the expenditure for a new roof to the write-down of inventory to a lawsuit. It is your job to stay on guard against a business appraiser that restructures earnings without any allowances for extraordinary items.
Key Factor # 2 – Sustainability of Earnings After the Acquisition
Buyers are rightfully concerned about whether or not the business they are considering is at the apex of its business cycle or if the company will continue to grow at the previous rate. Just as professional sports teams must carefully weigh the signing of expensive free-agents, attempting to determine if an athlete is past his or her prime, the same holds true for those looking to buy a new business.
Key Factor # 3 – Verification of Information
Buyers can carefully weigh quality and earnings and the sustainability of earnings after acquisition and still run into serious problems. A failure to verify information can spell disaster. In short, buyers must verify that all information is accurate, timely and as unbiased as is reasonably possible. There are many questions that must be asked and answered in this regard, such as has the company allowed for possible product returns or noncollectable receivables and has the seller been honest. The last thing any buyer wants is to discover skeletons hiding in the closet only when it is too late.
By addressing these three key factors buyers can dramatically reduce their chances of being unpleasantly surprised. On paper, two businesses with very similar values may look essentially the same. However, by digging deeper and exercising caution, it is possible to reach very different conclusions as to the value of the businesses in question.
Copyright: Business Brokerage Press, Inc.
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Are You Sure Your Deal is Completed?
When it comes to your deal being completed, having a signed Letter of Intent is great. While everything may seem as though it is moving along just fine, it is vital to remember that the deal isn’t done until many boxes have been checked.
The due diligence process should never be overlooked. It is during due diligence that a buyer truly decides whether or not to move forward with a given deal. Depending on what is discovered, a buyer may want to renegotiate the price or even withdraw from the deal altogether.
In short, it is key that both sides in the transaction understand the importance of the due diligence process. Stanley Foster Reed in his book, The Art of M&A, wrote, “The basic function of due diligence is to assess the benefits and liabilities of a proposed acquisition by inquiring into all relevant aspects of the past, present, and predictable future of the business to be purchased.”
Before the due diligence process begins, there are several steps buyers must take. First of all, buyers need to assemble experts to help them. These experts include everyone from the more obvious experts such as appraisers, accountants and lawyers to often less obvious picks including environmental experts, marketing personnel and more. All too often, buyers fail to add an operational person, one familiar with the type of business they are considering buying.
Due diligence involves both the buyer and the seller. Listed below is an easy to use checklist of some of the main items that both buyers and sellers should consider during the due diligence process.
Industry Structure
Understanding industry structure is vital to the success of a deal. Take the time to determine the percentage of sales by product lines. Review pricing policies and consider discount structure and product warranties. Additionally, when possible, it is prudent to check against industry guidelines.
Balance Sheet
Accountants’ receivables should be checked closely. In particular, you’ll want to look for issues such as bad debt. Discover who’s paying and who isn’t. Also be sure to analyze inventory.
Marketing
There is no replacement for knowing your key customers, so you’ll want to get a list as soon as possible.
Operations
Just as there is no replacement for knowing who a business’s key customers are, the same can be stated for understanding the current financial situation of a business. You’ll want to review the current financial statements and compare it to the budget. Checking incoming sales and evaluating the prospects for future sales is a must.
Human Resources
The human resources aspect of due diligence should never be overlooked. You’ll want to review key management staff and their responsibilities.
Other Considerations
Other issues that should be taken into consideration range from environmental and manufacturing issues (such as determining how old machinery and equipment are) to issues relating to trademarks, patents and copyrights. For example, are these tangible assets transferable?
Ultimately, buying a business involves a range of key considerations including the following:
- What is for sale
- Barriers to entry
- Your company’s competitive advantage
- Assets that can be sold
- Potential growth for the business
- Whether or not a business is owner dependent
Proper due diligence takes effort and time, but in the end it is time and effort well-spent.
Copyright: Business Brokerage Press, Inc.
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What Should Be in Your Partnership Agreement
Partnership agreements are essential business documents, the importance of which is difficult to overstate. No matter whether your business partner is essentially a stranger or a lifelong friend, it is prudent to have a written partnership agreement.
A good partnership agreement clearly outlines all rights and responsibilities and serves as an essential tool for dealing with fights, disagreements and unforeseen problems. With the right documentation, you can identify and eliminate a wide range of potential headaches and problems before your business even starts.
Determining the Share of Profits, Regular Draw, Contributing Cash and More
Partnership agreements will also outline the share of profits that each partner takes. Other important issues that a partnership agreement should address is determining whether or not each partner gets a regular draw. Invest considerable time to the part of the partnership agreement that outlines how money is to be distributed, as this is an area where a lot of conflict occurs.
The issue of who is contributing cash and services in order to get the business operational should also be addressed in the partnership agreement. Likewise, the percentage that each partner receives should be clearly indicated.
Partnership Agreements Outline and Prevent Potential Problem Areas
Another area of frequent problems is in the realm of who makes business decisions. Here are just a few of the types of questions that must be answered:
- Are business decisions made by a unanimous vote or a majority vote?
- What must take place in order to consider new partners?
- Who will be handling managerial work?
- How will the business continue and what changes will occur in the event of a death?
- At what stage would you have to go to court if a conflict cannot be resolved within the framework of your partnership agreement?
You might just want to get your business running as soon as possible, but not addressing these issues in the beginning could spell disaster down the road.
The Uniform Partnership Act
One option to consider, which is offered in all states except Louisiana, is the Uniform Partnership Act or UPA. The UPA covers all the legal regulations that specifically apply to partnerships.
Reduce Conflict Via a Partnership Agreement
Forming a partnership can be great way to launch a new business, but it is also important to keep in mind that no matter how exciting the process may be it is still a business. New businesses face an array of challenges, and the last thing any new business needs is internal disruption. Mapping out via a partnership agreement the duties and expectations of all partners is an easy and logical way to reduce internal conflict within the business so that you can stay focused on building the business and making money!
Copyright: Business Brokerage Press, Inc.
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Can I Buy a Business With No Collateral?
By Troy Frank, Owner — Indiana Equity Brokers
Estimated read time: 7 min
The short answer: Yes, it is possible to buy a business with little or no collateral of your own. The two main paths are SBA 7(a) loans, which require as little as 10% down for a business acquisition (and that 10% doesn’t have to be entirely your own cash), and seller financing, where the current owner carries part of the purchase price. Many Indiana acquisitions combine both. The key qualifiers aren’t collateral; they’re your credit score, your relevant experience, and the cash flow of the business you’re buying.
Most people assume buying a business works like buying a house: you need a big down payment, solid assets to pledge, and a bank that trusts you completely. That assumption stops a lot of would-be buyers before they even start looking.
The reality is more flexible than that. The SBA 7(a) loan program was designed specifically to bridge the gap between what buyers have and what lenders typically require. And seller financing — where the seller carries part of the note — is more common than most buyers realize. Understanding how these two tools work, and how to combine them, is what separates buyers who close deals from buyers who stay on the sidelines.
SBA 7(a) Loans: The Most Common Path for Business Buyers
The SBA 7(a) loan is the workhorse of small business acquisitions. For most Indiana buyers, it’s the first tool worth understanding.
Here’s how it works for acquisitions: the SBA guarantees a portion of the loan to the lender — 85% for loans up to $150,000 and 75% for loans above that. That guarantee reduces the lender’s risk enough to make loans that would otherwise be too thin to approve.
How Much Do You Actually Need to Put Down?
The minimum equity injection for an SBA business acquisition loan is 10% of the purchase price. That’s a significant improvement over what most buyers expect. And here’s the part most articles miss: that 10% doesn’t have to be entirely your own money.
The SBA permits a seller note on full standby to count toward up to half of the required injection. In practice, that means a buyer can close with as little as 5% of their own cash, paired with a 5% seller note that goes on standby (meaning the seller can’t be repaid until the SBA loan is fully paid off or a certain time period passes).
For a $500,000 acquisition, that’s $25,000 out of the buyer’s own pocket. Not nothing — but far less than most buyers think they need.
What About Collateral Specifically?
The SBA’s current guidelines (updated under SOP 50 10 8) have loosened collateral requirements compared to prior years:
- Loans up to $50,000: No collateral required by SBA policy
- Loans from $50,000 to $500,000: The acquired business’s assets serve as collateral. Personal real estate is generally not required at this tier.
- Loans over $500,000: The business assets are still primary collateral. Personal real estate may be pledged if business assets fall short, but lenders can’t require it if the deal otherwise qualifies.
The practical takeaway: for most Main Street acquisitions in Indiana (deals in the $200,000–$750,000 range) buyers without personal real estate can still qualify if the business’s own assets and cash flow support the loan.
What Lenders Actually Look For
Lenders underwriting an SBA acquisition loan are evaluating three things:
Your credit score. A 680+ FICO is the general minimum. Scores below that significantly limit your options, regardless of the deal quality.
Your relevant experience. Lenders and the SBA want to see at least 2 years of management or direct industry experience. You don’t need to have owned a business before, but you need to demonstrate you can run one.
The business’s cash flow. This is the biggest factor. The business must show a debt service coverage ratio (DSCR) of at least 1.25x after the acquisition debt is added. In plain terms: the business needs to generate at least $1.25 in cash for every $1.00 it will owe in loan payments. A strong, well-documented business makes lender approval significantly easier.
We’ve walked many Indiana buyers through this process. The deals that move quickly are the ones where the buyer’s qualifications and the business’s financials both tell a clean story.
Seller Financing: The Option Most Buyers Don’t Ask About
A lot of buyers never ask sellers about financing. They assume the answer is no. That assumption is wrong more often than you’d think.
Seller financing means the seller agrees to receive part of the purchase price over time, rather than all at closing. The buyer pays the seller directly, typically at a negotiated interest rate over 3–7 years. The seller essentially becomes the bank for a portion of the deal.
Why would a seller agree to this? Several reasons:
- It expands the buyer pool. Cash-only or heavily qualified deals limit who can buy.
- It signals confidence. A seller willing to carry a note is telling the buyer they believe in the business’s future cash flow.
- There can be tax advantages for the seller in spreading income over multiple years.
- In competitive markets, offering seller financing can be the difference between a deal that closes and one that falls apart.
In our experience at Indiana Equity Brokers, seller financing is a feature of a meaningful share of Main Street transactions (particularly for businesses in the $200,000–$1 million range). Buyers who come to the table understanding how to structure a seller note tend to close more deals.
The SBA + Seller Financing Stack
Combining an SBA 7(a) loan with seller financing is the most powerful low-collateral structure available to business buyers. Here’s a simplified example of how the stack might look on a $600,000 acquisition:
- SBA 7(a) loan: $510,000 (85% of purchase)
- Seller note on standby: $30,000 (5% — counts toward equity injection)
- Buyer cash injection: $30,000 (5% — from buyer’s own funds, savings, gift, or investor)
- Seller note (active): $30,000 (additional seller carry, separate from the standby note)
This structure isn’t hypothetical — it’s the kind of deal structure that closes regularly. The buyer brings $30,000 of their own money to acquire a $600,000 business. The key is that all layers have to be disclosed to and approved by the SBA lender. Hidden seller notes are a fast track to loan denial.
One important detail: SBA rules require seller notes used as equity injections to be on full standby during the SBA loan term. The seller can’t receive repayment until conditions are met. Most sellers who agree to carry a note understand this, but it needs to be clearly negotiated upfront.
For a deeper look at how SBA loans work for Indiana buyers, our complete guide to SBA loans for business acquisition walks through the full process.
What Actually Stops Most Buyers (It’s Not Collateral)
After working with buyers across Indiana for more than 23 years, the collateral question is rarely what actually blocks a deal. Here’s what does:
Poor credit. A 580 credit score won’t get an SBA loan approved regardless of the deal quality. If your credit needs work, start there. 6–12 months of focused improvement can open doors that are currently closed.
No relevant experience. Lenders and sellers both want buyers who can actually run the business. If you’re buying a manufacturing company but your background is in retail, expect harder questions. The fix is to find a business in a sector where you have transferable skills, or to bring on a partner or key employee who fills the experience gap.
An undocumented business. The SBA lender will order their own appraisal and review the business’s financials independently. If the seller’s books don’t support the purchase price or if the cash flow doesn’t cover the debt service, no amount of buyer qualification fixes it. The business has to pencil out.
Overestimating what “no collateral” means. Buying a business with no collateral doesn’t mean buying a business with no skin in the game. You’ll still need cash for the equity injection, closing costs, and working capital reserves. Budget for total out-of-pocket costs of 12–15% of the purchase price even in a well-structured low-down-payment deal.
Frequently Asked Questions
Can you really buy a business with no money down in Indiana? True zero-money-down acquisitions are rare and typically limited to seller-financed deals where the seller agrees to carry 100% of the purchase price, which is uncommon. Most low-collateral acquisitions require a minimum of 5–10% of the buyer’s own cash. SBA 7(a) loans require a 10% equity injection, which can include a seller note on standby, reducing the buyer’s personal cash contribution to as little as 5%.
What credit score do you need to buy a business with an SBA loan? Most SBA lenders require a minimum FICO score of 680 for a business acquisition loan. Scores below that may still qualify with certain lenders, but the pool narrows significantly and terms are less favorable. Before searching for a business to buy, it’s worth knowing your credit score and addressing any issues.
How does seller financing work when buying a business? Seller financing means the seller agrees to receive part of the purchase price in installments after closing, rather than all at once. The buyer pays the seller directly over a set term, typically 3–7 years, at a negotiated interest rate. Seller notes can be structured alongside SBA loans, though the SBA requires disclosure of all notes and may require the seller note to be on standby during the SBA loan term.
What does the SBA mean by “equity injection”? The equity injection is the buyer’s contribution to the deal and it is the portion of the purchase price not funded by the SBA loan. For business acquisitions, the SBA typically requires 10% equity injection. This can come from the buyer’s personal savings, a gift from a family member, funds from investors, or a seller note placed on full standby. The source must be documented and disclosed to the lender.
What businesses in Indiana can be bought with SBA financing? Most for-sale businesses in Indiana are eligible for SBA 7(a) financing as long as the business meets SBA eligibility requirements: it must be a for-profit U.S. business, the buyer must have relevant experience, and the business must demonstrate sufficient cash flow to service the debt. Some business types (certain financial businesses, passive income real estate, and a few others) are excluded. An SBA-preferred lender can quickly tell you whether a specific business qualifies.
Ready to Start Looking?
Buying a business in Indiana without a mountain of collateral is genuinely possible. The buyers who succeed aren’t necessarily the ones with the most money. They’re the ones who understand the financing structures available to them and come to the table prepared.
Indiana Equity Brokers works with buyers at every stage of this process. Whether you’re still figuring out what you can afford or you’re ready to make an offer, we can connect you with Indiana businesses currently for sale and walk you through how the financing typically comes together on deals like the ones you’re considering.
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