Advice Needed for First LOI Submission

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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!
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commentor profile
Reply by a searcher
from Indian School of Business in Raleigh, NC, USA
Speed of submitting the LOI gets you considered. Presentability and relevance of profile are plus points. Offer needs to be as good as possible, within DSCR limits. Seller needs to like you more than others. If you keep at it, you might get lucky. Biggest mistake is to overthink LOIs. Have a good template, modify/customize it carefully as needed, set up your systems to be able to get them out within 24 hours of initial listing.
commentor profile
Reply by a searcher
from Dartmouth College in Cary, NC, USA
When everyone's capped at the same price, the win usually comes down to certainty of close — faster diligence timeline, less contingencies, and showing the seller you actually know the business. A clean, well-supported financial model that you can walk the seller through can go a long way in building that confidence.
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