Prequalification letters for ETA deals with post LOI equity raise

searcher profile

January 15, 2026

by a searcher in Miami, FL, USA

I am currently working through a lender brokerage prequalification process on an ETA style acquisition where the broker is requiring a prequalification letter, and I wanted to sanity check lender fit. In the ETA model, my understanding has always been that lenders prequalify based on deal economics and operator profile, with equity formally raised post LOI and subject to diligence. I am comfortable outlining an equity plan and investor profile, but committed capital would come later. I am finding that the broker’s preferred lender path is underwriting prequalification closer to final approval and only counting currently committed equity (personal cash), which feels less search friendly and likely to result in a decline. Would appreciate any advice on navigating this and recommendations for SBA lenders who are comfortable issuing conditional prequalification or comfort letters in ETA or search style deals, assuming equity is raised post LOI. My goal would be to have a credible fallback to say, your preferred lender is not a fit, but I was able to get prequalified elsewhere.
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Reply by an intermediary
from University of Toronto in Toronto, ON, Canada
It may be worthwhile to point out to the broker that a pre-qualification letter (or Discussion Paper or Term Sheet) that is closer to a final approval will require significantly more due diligence from the seller. A lender will do a high level outline (a Discussion Paper) of prospective deal terms for a deal with far less information than issuing a Term Sheet. A proper Term Sheet that a lender would issue would be based on examining a sufficient depth of information enough that the lender could confidently deliver a final approval of its Term Sheet. So, the question to put back to the broker at this stage is, are they willing to provide the additional due diligence from their side necessary to warrant a lender being able to issue a serious Term Sheet. There could be a bit of a disconnect here between what they are asking for an the practicalities from their side, not just the practical realities of equity raising form your side. My initial reaction is that a high level outline is the first step for everyone. And then everyone works to get to the next stage from there. Feel free to reach out for further feedback.
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Reply by a lender
from Cornell University in Los Angeles, CA, USA
Hi Anon - nice to meet you. Our pre-qualification letters account for different factors (investor equity, using a ROBs rollover etc.) and are simple, easy and straightforward to complete. I'd be happy to share them with you. Feel free to send me a DM or an email at redacted
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