Buying a business

    Raise the capital to buy a business

    The money comes in layers, and the layers are decided before you sign the LOI. Here is what lenders actually required on lower middle market acquisitions in 2026, and the structure that lets you accept investor capital for the rest.

    On a lower middle market acquisition in 2026, lenders working with Raises.com clients asked for roughly 10 to 20% of the purchase price in sponsor net worth or liquidity, EBITDA at 30 to 40% of revenue, a senior term loan of about 3x EBITDA, and a debt service coverage ratio of 1.0 at minimum, with a buffer at 1.15. Asset-based facilities advanced 70 to 80% against heavy assets. Private credit converged on 10 to 12% of yearly revenue at 12 to 15% interest. A seller note and rollover equity closed the remaining gap on most deals. Everything still short after that is equity you raise from investors, and accepting it legally requires a fund or SPV with real offering documents.

    The stack

    What the money is made of

    Sponsor equity

    10 to 20% of the purchase price

    Lenders asked for roughly 10 to 20% of the ask in net worth or liquidity, and prefer both together. On a $10 million acquisition that is about $2 million. Below that the deal is not dead: the equity gets syndicated from investors, or a co-GP partner brings it, and the sponsor still shows a first-loss cash position.

    Senior term loan

    about 3x EBITDA

    Sized off cash flow, never off the purchase price. That is the whole reason the rest of the stack has to be planned before the LOI is signed rather than after.

    Asset-based facility

    70 to 80% against heavy assets

    Advanced against equipment and inventory. A term loan and an asset-based line are two different lenders asking two different questions, so asset-heavy businesses can stack both.

    Private credit

    10 to 12% of yearly revenue, at 12 to 15% interest

    Junior and unsecured, so it is paid after the bank. Sized on revenue rather than EBITDA, which is why it can exist on a business whose margin is too thin for a term loan. Price it into the model as 12 to 15% money, not as equity.

    Seller note and rollover

    closes the remaining gap

    A seller note plus seller rollover equity reduced the cash needed at close on the July 2026 HVAC transaction and kept the seller invested through the transition.

    Figures are quoted from Tre Brown, Head of Capital Markets at Raises.com, and from published client transactions. They are what lenders required on real deals, not a promise of terms on yours. The full set, with the lender conversations behind each one, is in the 2026 acquisition financing benchmarks.

    Before the LOI

    Three tests that decide whether a deal can be financed

    EBITDA margin

    30 to 40% of revenue

    On a roughly $5 million business doing $5 to $10 million of revenue. A thinner margin is not a rejection, it moves the deal toward asset-based or revenue-based money, which costs more.

    Debt service coverage

    1.0 minimum, 1.15 with a buffer

    DSCR is the ratio most first-time buyers have never computed before the bank asks. Compute it from the seller’s trailing twelve months before you sign anything.

    Existing merchant cash advances

    30%, and in some cases 50% effective

    If the target carries them, refinancing into a 6% facility is often the entire first year of return. Find them in diligence, not after close.

    What we build

    The structure that lets you accept investor capital

    Debt covers part of a purchase price. The rest is equity, and equity from other people needs an offering that can legally accept it. That is the work:

    • The fund or SPV, formed for the acquisition
    • Private placement memorandum, subscription agreement, operating agreement
    • A CFA-reviewed financial model the lender and the investor both read
    • A data room that survives diligence
    • Debt and equity introductions run against that package

    Pricing and packages are shown on the booking page before you book anything.

    Book a strategy call

    Questions

    What buyers ask

    How do you raise money to buy a business?

    You raise it in layers, and the layers are decided before the LOI rather than after. A senior lender sizes a term loan off cash flow at roughly 3x EBITDA. An asset-based facility advances 70 to 80% against equipment and inventory. Private credit sits behind the bank at 10 to 12% of yearly revenue, priced around 12 to 15%. A seller note and seller rollover close the remaining gap. Whatever is still short is the equity you raise from investors, and that equity needs a legal structure to accept it.

    Can I buy a business without using my own money?

    Not entirely, and a lender who is told otherwise stops underwriting. Lenders wanted roughly 10 to 20% of the purchase price in sponsor net worth or liquidity. What you can do is avoid writing that entire cheque yourself: the equity is syndicated from investors into a fund or SPV, or a co-GP partner brings the bulk of it while you hold the first-loss position. That is a structuring question, not a borrowing one.

    What legal structure do I need to take investor money for an acquisition?

    An offering that can accept outside capital. In practice that is a fund or SPV with a private placement memorandum, a subscription agreement and an operating agreement, sized to the exemption you are relying on, plus a financial model and a data room investors can actually read. Taking money before those exist is the expensive version of this mistake.

    What does Raises.com actually build?

    The structure and the materials: the fund or SPV, the PPM, the subscription agreement and operating agreement, a CFA-reviewed financial model, and the data room. Then debt and equity introductions run against that package. The work is the institution-grade structure that keeps you legally and financially safe while you raise, and pricing is published on the booking page before you book.

    Do I need a signed LOI before talking to you?

    No. Earlier is usually better, because the terms a seller asks for are the thing that decides whether a deal can be financed at all. Money down before an LOI, no diligence period and no financing contingency are the three that cost buyers the most, and they are cheaper to catch before they are agreed than after.

    How long does it take?

    It depends on the deal, the lender and how clean the seller’s financials are. A lender that quoted three weeks and took two months on a 2026 Texas HVAC close is the normal case rather than the exception, so the realistic answer is to build the timeline around lender reality instead of the seller’s preferred date.

    Buying something now?

    Bring the target and the terms the seller is asking for. One of the advisors will walk the capital stack with you and say plainly whether it finances.

    Book a strategy call