Advice Needed for First LOI Submission
March 31, 2026
by a searcher from The University of Michigan - Stephen M. Ross School of Business in New York, NY, USA
I’m preparing to submit my first LOI after almost a year of searching and would really appreciate some guidance on how to think about pricing and structure.
This is a small industrial equipment producer that checks those key boxes for me (strong profitability, low customer concentration, global customer base). The interesting thing here is that the seller indicated all LOIs submitted thus far were would be using SBA financing.
With everyone using a 7a loan, it seems like we all have similar underwriting limits (DSCR on debt capacity, EBITDA multiple on valuation), which effectively caps the price we can offer him. One SBA lender I spoke with suggested 4.0x–4.5x on 2025 EBITDA is likely the upper end of what underwriters (and the third party valuation that will need to be done) will support, which is several hundred thousand dollars below the asking price in the CIM. I am ready to offer more but was advised against it.
Assuming all SBA bidders are hitting a similar valuation ceiling, I’m trying to think beyond just price.
What actually differentiates a winning offer in a process like this where the pricing is constrained by SBA underwriting?
Specifically interested in anything:
+ Structure
+ Terms that improve certainty of close
+ Anything that has helped others stand out in similar situations
Really appreciate any suggestions from those who’ve bumped up against this ceiling before.
Thanks!