M&A Glossary

Comprehensive definitions of business acquisition, deal sourcing, and financing terms used by search fund operators and brokers.

Financing Terms

SBA 7(a) Loan

Government-backed loan providing 80-90% financing for business acquisitions with favorable terms.

Acquisition Financing

The combination of capital sources used to fund a business purchase—SBA, seller, and equity.

Seller Financing

When the seller provides a loan to the buyer to cover part of the purchase price.

Buyer Injection

The buyer's equity contribution required to close an acquisition, typically 10-20%.

Earnout

Contingent payments tied to post-acquisition performance, bridging valuation gaps.

Working Capital

The cash buffer needed to operate a business, often negotiated as part of the deal.

Deal Terms

Seller's Discretionary Earnings (SDE)

A measure of a business's cash flow, used to value most Main Street acquisitions.

Letter of Intent (LOI)

A preliminary agreement outlining deal terms before entering due diligence.

Due Diligence

The comprehensive investigation of a business before finalizing an acquisition.

Asset Sale

Acquiring specific assets and liabilities rather than the entire corporate entity.

Non-Compete Agreement

Contract preventing the seller from starting a competing business post-sale.

Deal Sourcing Terms

Retirement Window

The 60-75 age range when business owners are most likely to consider selling.

Digital Stagnation

Signs an owner has stopped investing in growth—outdated website, declining reviews.