How UK Buyers Fund a US Acquisition in 2026

This article is general information, not legal, tax, securities or investment advice. Laws, rates and programs change, and the details here may no longer be current. Confirm anything you plan to act on with your own counsel and accountant.

A UK buyer funds a US acquisition through a US company that owns the deal, with US investors under Regulation D and UK investors reached only inside section 21 of the Financial Services and Markets Act 2000. A US lender will then ask who stands behind the loan. Answer both questions before you sign an LOI.

Raises.com® works with buyers in the United States, Canada and the United Kingdom, so a London buyer with a deal in Ohio is squarely in scope. The work runs in five steps.

1. A US company owns the deal

Set up a US entity to be the buyer of record: an LLC or a corporation, in Delaware or in the target's home state. It signs the purchase agreement and borrows the senior debt. It issues the units, so it needs an EIN and a bank account. Your UK limited company can own it.

HMRC and the IRS can classify the same US LLC differently, and a mismatch can tax the same profit twice. Pick the entity with a cross-border accountant. Do it before the LOI, while a change costs one IRS election.

2. US investors under Rule 506(b) or Rule 506(c)

Your US investors buy under Regulation D, and the choice between its two rules decides how you are allowed to find them. Rule 506(b) bars general solicitation. It admits up to 35 sophisticated non-accredited investors, plus any accredited ones. Rule 506(c) lets you advertise. Every buyer must then be accredited, with reasonable steps to verify it. Form D goes to the SEC within 15 days of the first sale, and each state where a buyer lives gets its own notice filing.

Use 506(b) for investors you already know. Choose 506(c) only if you plan to advertise, and read step 3 first, because an ad that a UK resident can see is a UK problem too. Write the choice into the PPM and the Form D.

3. UK investors only inside section 21

Section 21 of the Financial Services and Markets Act 2000 is the UK's financial promotion restriction. In the course of business, nobody may communicate an invitation or inducement to invest unless an authorised person makes or approves it, or an exemption applies. Distance does not help you. Section 21 reaches a pitch emailed from New York if the message is capable of having an effect in the UK.

The exemptions sit in the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005. Two fit a private acquisition raise aimed at individuals: article 48, for certified high net worth individuals, and article 50A, for self-certified sophisticated investors. Both rest on paper the investor signs.

The statement follows wording the order prescribes, and the promotion carries its article's conditions. Keep every signed statement in the deal file. The thresholds behind both changed in 2024 and were then revisited, so counsel works from the current text of the order, never a statement copied from an old deal.

Where a 506(c) raise trips

This is where a 506(c) raise gets into trouble. A public post on LinkedIn reaches an investor in Leeds as easily as one in Dallas, so the campaign has to be built for section 21 as well as for the SEC. Aim it at the US and screen UK residents out before they see the deal. Have counsel read the ad itself.

A UK investor also needs a US exemption. Counsel picks one of two routes: the investor joins the Rule 506 offering and meets its test, or buys in an offshore transaction under Regulation S. The route goes into the subscription agreement.

4. One PPM, a UK wrapper and the right tax form

Every investor reads one private placement memorandum and signs one operating agreement, because two versions of one deal drift apart and an investor finds the gap. The UK investors get a wrapper. It names the section 21 exemption relied on, the investor's category and the required warnings. Nothing in the PPM changes.

The tax paperwork follows the investor. A US investor returns a W-9. A UK individual returns a W-8BEN; a UK company, a W-8BEN-E. Collect them at subscription. If the company is taxed as a partnership and earns business income, section 1446 of the Internal Revenue Code makes it withhold on the share allocated to foreign partners. That tax is due on allocated income, distributed or not, so plan the cash.

5. Answer the lender before it asks about you

A US bank lending to a company run from London asks one thing first: who pays if the loan fails, and can it reach their assets? An English guarantor is harder to collect from. The bank must go to an English court to touch those assets. Lenders price that in.

There are three answers, and you choose one before the term sheet: a US-resident guarantor, more equity in the stack, or a larger seller note that sits behind the bank. Each one costs you something different. A guarantor expects to be paid, equity dilutes you, and a seller carrying a bigger note wants terms. Price all three before you pick.

The SBA is off the table for a UK citizen who holds neither US citizenship nor a green card, because the ownership rules in its SOP 50 10 exclude that owner. Build the stack without it. A conventional bank loan, an asset-based lender and a seller note stay open, so ask each lender in writing what it needs from a sponsor abroad.

Where the two client files fit, and where they do not

Neither client quoted here is a UK buyer. Dave Klivans, co-founder of ag.online, LLC, is a Raises.com® client who gave the team the whole job of finding debt and equity for the deals he had lined up. "The capital allocation process is done for me," he wrote. For a UK buyer that split matters more, because two investor regimes and a foreign-sponsor question land on one desk. His memory care facility is financed with SBA and commercial bank debt, and the SBA half is closed to a UK buyer without US status.

Hannah Dowty, who founded Sovereignty Enterprise and worked with Raises.com®, credits the team with honest guidance and with setting appropriate expectations instead of overselling. That habit matters most here. The honest version for a UK buyer is unwelcome: a US lender will ask more of you than of a buyer in Texas. Hear it before the LOI.

US investor vs UK investor, line by line

Frequently asked questions

Can a UK citizen use an SBA 7(a) loan for a US deal?

No, not without US citizenship or a green card, because the ownership rules in the SBA's SOP 50 10 exclude that ownership. Use a bank loan, an asset-based lender and a seller note.

Can I market my US deal to investors in the UK?

Only inside an exemption to section 21 of the Financial Services and Markets Act 2000, or through an authorised person who approves the promotion. That covers a 506(c) ad that reaches UK residents.

Do UK investors have to be accredited?

Only when they buy inside a Rule 506(c) offering. Under Regulation S the US accredited test drops away. The UK test stays, and for individuals in a private raise it is usually article 48 or article 50A of the Financial Promotion Order.

Does Raises.com® work with buyers in the UK?

Yes, Raises.com® works with buyers in the US, Canada and the UK. A UK buyer gets the same deal documents as a US buyer, and the UK investors add their own paperwork.

The documents a cross-border raise stands on are what Raises.com® builds: the PPM, the subscription and operating agreements, the CFA financial proformas and the data room. They keep the deal legally and financially sound before an investor on either side of the Atlantic signs. The acquisition side is laid out at https://raises.com/buy-a-business. A strategy call is booked at https://raises.com/call.

General information, not legal, tax, securities or investment advice. Laws, rates and programs change, and the details here may no longer be current. Confirm anything you plan to act on with your own counsel and accountant.