How do you show SBA funding readiness before LOI when the seller won’t grant exclusivity?

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November 12, 2025

by a searcher from University of Illinois at Urbana-Champaign in Chicago, IL, USA

I recently met with the owners of a company I’m pursuing under NDA. The conversation went really well with good chemistry, alignment on values, and they’re open to my IOI terms. The one sticking point is proof of funding. The sellers want to know I can get an SBA loan before they take the business off the market. Their concern makes sense because they don’t want to lose momentum if I can’t secure financing later. Here’s the challenge. Without an LOI or exclusivity, I can’t submit the deal for underwriting. From my understanding, SBA lenders underwrite both the buyer and the business, so they can’t issue a term sheet or commitment letter until they’ve reviewed the company’s financials. My IOI outlines that I plan to use an SBA loan, personal liquidity for the equity injection, and a seller note to fund the deal; essentially an###-###-#### SBA structure. To my understanding, beyond a general pre-qual letter (which most lenders don’t provide), there isn’t much I can share without access to the business’s full financials, which typically come after LOI. I did provide my personal financial statement, but they still want to see proof of where the 80% will come from. For those who’ve been through this, how have you handled situations where the seller wants proof of funding before signing an LOI and granting exclusivity? Did you ask your lender for a conditional pre-qualification letter? Offer a short soft-exclusivity window of two to three weeks to get lender feedback? Or find another creative workaround that built seller confidence? I’d love to hear how others have navigated this stage, especially with SBA-financed deals where both sides are trying to protect their position.
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Reply by a searcher
from Indiana University, Bloomington/Indianapolis in Chicago, IL, USA
Some of the best lenders will work with you review the deal pre-LOI - even with just P&Ls (even better if you were provided the tax returns), you will be able to see if the numbers pencil out for their credit box. I have taken this approach with the better deals and have gotten really good feedback when in front of different set of eyes.
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Reply by a lender
from Cornell University in Los Angeles, CA, USA
Hi ^redacted‌ - nice to meet you. This is a very common sticking point and happy to offer guidance. You are correct that lenders cannot issue a binding term sheet or commitment letter without reviewing the business financials, which typically come only after an LOI is signed. In situations like this, the best solution is to provide a conditional pre qualification letter that outlines your liquidity, your planned###-###-#### structure, and your ability to meet SBA equity requirements. It is not binding, but it signals that the financing path is realistic. Another option is to request a short exclusivity window, usually two to three weeks, which gives the lender enough time to begin file review and provide preliminary feedback. Sellers often accept this because it keeps them protected while giving you a path to show lender engagement. We have a lot experience helping buyers navigate pre LOI lender conversations and SBA structures. If you ever need help talking through a deal, I am happy to help. We work with all the major SBA lenders. The bank pays us after your loan closes, so this is a 100 percent free service for you. You can email me directly at redacted or schedule a meeting with me: https://cal.com/francodeguzman/30min. Look forward to chatting!
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