Representative Experience
Search Funds & SBA Acquisitions
Counsel for searchers and self-funded buyers acquiring a company, from the LOI through an SBA-financed close.
A decade of lower-middle-market M&A, including SBA-financed acquisitions with seller notes for searchers and self-funded buyers.
Typical deal size: Typically $1 million to $10 million enterprise value, often SBA 7(a)-financed
The situation
Buying your first company is a different kind of hard. You're across the table from a seller who has done this before, on paper the broker or lender drafted, with a bank that protects the bank and a seller note the SBA wants on standby. Miss a rep, a working-capital peg, or a note term and it follows you for years.
What we handle
- Letters of intent and deal structuring for first-time buyers
- Purchase agreements (asset, stock, or equity) negotiated to protect the buyer
- SBA 7(a) loan document review and lender coordination
- Seller notes, standby agreements, and earnouts
- Holdco and equity structuring for searchers and their investors
- Due diligence focused on what actually moves the deal
- Closing conditions, personal guaranty review, and funding mechanics
How these deals work
- 01 We turn the LOI into terms that hold up, before you're locked in on the seller's or broker's paper.
- 02 We run diligence on the issues that move price and satisfy the lender, not a generic checklist.
- 03 We negotiate the purchase agreement in step with the SBA loan documents, so the two sets of terms actually fit together.
- 04 We coordinate the lender, the seller note standby, and closing mechanics so funding and transfer happen cleanly.
Who it's for
Self-funded searchers, traditional search funds, independent sponsors, and first-time buyers acquiring a business with SBA financing.
Common questions
Search Funds & SBA Acquisitions, answered.
- What does a lawyer do on an SBA-financed acquisition that the lender doesn't?
- The lender protects the lender. We protect you: the purchase agreement, the reps and indemnities, the working-capital peg, the seller note terms, and the diligence that keeps you from buying a problem. The SBA forms sit alongside that work, not in place of it.
- What is a seller note, and what does 'on standby' mean?
- A seller note is financing the seller carries for part of the price. On SBA deals the lender usually requires that note to be on full or partial standby, meaning the seller cannot be paid on it for a period or under certain conditions. Those standby terms are negotiable and they matter, so we paper them carefully.
- How is a search fund or self-funded acquisition structured?
- Usually a holding company acquires the target, funded by an SBA loan, a seller note, and equity from the searcher and any investors. We structure the holdco and the equity so control, economics, and investor terms are clear from day one.
- How long does an SBA-financed deal take to close?
- Often 60 to 120 days, since the SBA loan process runs alongside diligence and negotiation. Starting the legal and lender workstreams in parallel is what keeps it moving.
- Can you help if this is my first acquisition?
- Yes. First-time buyers are a large part of this work. We explain each step in plain terms and flag the risks that first-time buyers most often miss.
This page provides a general overview of search funds & sba acquisitions matters. Every situation is different. Contact Mond Law to discuss the specifics of your matter.