- Before
- “I find out in week three that a deal never could have worked.”
- Now
- Knows on day three whether the broker’s structure fits, and what the smallest change is that makes it fit.
One acquisition, from the broker’s structure to a term sheet
Owen Delacroix is buying Harbor Line HVAC Services in Durham from its founder for $4,200,000. The broker sent 23 documents on Friday with a structure claiming 1.48x coverage. It is Monday 12 October, and the deal has no SBA loan number yet — so SOP 50 10 8.1 applies. Here is what happens, screen by screen.
- 01Monday morning
The bench opens on the deal as the broker sent it
Elena Marsh · SBA business development officerElena’s structuring bench shows Harbor Line as submitted: buyer cash $189,000, a $460,000 seller note from Frank Odell on a 24-month standby, and an SBA 7(a) loan of $3,982,476 balancing a total project cost of $4,631,476. Sources and uses are drawn to scale, and the seller note sits hatched in red: “Does not count · paid from month 25”.
“3 of 14 rules fail — injection 4.08% of 10% · seller note not on full standby · coverage 1.20x under 1.25x”
- 0207:42
23 documents read, every figure with its page
The agentsThe deal document reader went through the LOI, the asset purchase agreement, the seller note term sheet, the consulting agreement, three years of 1120-S returns, the QoE, the valuation and Owen’s Form 413, and took 41 figures with their pages. The rules checker tested the broker’s structure against SOP 50 10 8.1, and the collateral checker found business assets lend $538,000 — not fully secured, so a lien on Owen’s home applies.
“Finished in 1 min 12 s · 6 agents · 23 documents” — and the term sheet drafter waits: nothing is drafted until the structure fits.
- 03The earnings
Trailing earnings, not the broker’s run-rate
Earnings verifierThe memorandum claims adjusted EBITDA of $1,060,000. The quality of earnings report from Ashcombe & Pryor CPAs supports $868,000: it accepts the legal settlement, the owner’s personal expenses and the owner’s pay above a market general manager, refuses the $126,600 run-rate of new service pricing and the $36,000 spouse’s bookkeeping salary, and takes a $29,400 warranty true-up. Less $52,000 of maintenance capex, $816,000 is available for debt service.
On the refused run-rate: “A projection: it cannot clear coverage.”
- 04As submitted
The calculator shows exactly where it breaks
Elena Marsh · SBA business development officerOnly Owen’s $189,000 counts toward an injection of $463,148 — short $274,148. Because the note is not on full standby, its $61,283 a year sits in the debt service at a 10-year amortization, and coverage on the QoE’s trailing figure is 1.20x against the 1.25x floor. Each failed rule shows its figure and its SOP reference.
- 05One slide
Seller note to full standby — three tests flip
Elena Marsh · SBA business development officerElena slides the standby from 24 months to “Full, life of the loan”. The note block turns blue — $231,574 counted toward the injection, the other $228,426 standby debt — and the note’s payments leave the coverage test, so coverage rises to 1.32x. But equity is 9.08%, still short $42,574, and a new test bites: buyer cash must cover at least half the injection.
“Seller note as equity — now passes · Counts toward injection”
- 06Solve backward
Tell it the result you need
Structure solverElena sets coverage at 1.25x and equity at 10.0%, with the limits from the file: Frank will put the note on full standby, keep the LOI price of $4,200,000, keep Frank’s note at $460,000, and Owen’s cash at most $312,000 from his Form 413. The solver searches the levers in order of least change and tests all 14 rules at every step, showing each step as it runs.
“A structure that works — meets 1.25x and 10.0% under SOP 50 10 8.1.” Nothing changes until you put it on the bench.
- 07On the bench
$51,000 more cash, and every rule passes
Elena Marsh · SBA business development officerPut on the bench, the proposal moves buyer cash to $240,000 and the loan to $3,930,000. Sources and uses balance at $4,630,000; the guaranty fee is $108,031 financed; equity counted is $471,500 — 10.18%; the monthly payment is $50,853; coverage on trailing earnings is 1.34x. Owen keeps $72,000 of his liquidity.
“Fits — 14 of 14 pass”
- 0808:05
The credit officer approves the structure
Marcus Hale · SBA credit officerElena saves the structure and sends it to Marcus. He sees the loan, buyer cash and seller note on full standby, equity injection 10.18%, coverage 1.34x and 14 of 14 rules passing, each result with its source. He approves, and the activity trail records who did what and when.
“Marcus Hale approved the structure” — and only then can the term sheet be sent.
- 09Same morning
The term sheet and a plain note go out
Term sheet drafterAfter approval the term sheet goes to Owen Delacroix and Tom Kessling: $3,930,000 SBA 7(a), 75% guaranteed, Prime + 2.75%, 10 years, the seller note on full standby on SBA Form 155 with interest accruing, a second lien on Owen’s home and $1,000,000 of life insurance, coverage of at least 1.25x as a condition. The note to Owen and his broker explains both changes and why.
“Subject to credit approval and SBA eligibility. Not a commitment to lend.”
- 10Since 1 October
The whole pipeline, against the rules in force
Renée Whitfield · SBA lending managerRenée sees 14 deals and $30.85M in SBA loans: 8 fit, 4 don’t — three of them since the 1 October rules. When SOP 50 10 8.1 took effect, the rules checker rescreened 9 deals without a loan number overnight; Pinecrest Pediatric, Sandhill Pool Supply and Coastal Crate Logistics no longer fit, and each is back in Restructure with its reason.
“Structured the same day — 92% of complete deals since July · was 31%”