Working through an SBA-financed acquisition of a small wholesale business (B2B, not retail) and want outside perspective before I finalize my offer. Deal snapshot, kept general: TTM revenue ~$1.2M, gross margin ~82% (double-edged sword, pronounced upside and downside potential) TTM SDE ~$630K Revenue decline of roughly 30-35% over the past 2 years, but TTM SDE has stabilized within ~2-3% of the prior 12-month period. No sales outreach from Seller aside from seasonal trade show participation. Asset-light — no real estate, fully depreciated equipment, majority of a Seller-recognized overstock of inventory handled via consignment (paid at seller's cost as units sell) rather than purchased outright at close Deal includes a reasonable inventory allocation purchased at closing (low-to-mid $200Ks) plus standard working capital (A/R + cash, mid-$100Ks) transferring with the business Two-person operation — contracts and accounts are with the business, but day-to-day relationship management and trust with key buyers/reps sits heavily with the owner; one other key employee, real retention risk of part-time employees Financing: SBA 7(a) through the business's own regional SBA-Preferred Lender, very strong rate (low 7%s), 10-year amortization Offer structure: ~10% down, ~70% SBA, ~20% seller note (6%, 10yr amort, 5-6yr balloon). SDE multiple landing high-2x to ~3x depending on final price, DSCR comfortably above 2.5x even at the higher end. My first LOI was in the high-1x to ~2x multiple. There's a competing buyer circling without committed financing yet, creating some price pressure, but I don't believe they can actually close given their financing situation and would involve moving the business out-of-state. Questions for the community: For asset-light deals like this, how much does a strong DSCR offset the lack of hard collateral in your own risk calculus on the personal guarantee? Or do you weight PG risk the same regardless of DSCR? Anyone successfully negotiate guarantee caps or release triggers on SBA 7(a) deals? How realistic is that vs. just lender boilerplate? Real experience with Personal Guarantee Insurance (the newer US products)? Worth it, or mostly theater? How do you weigh a multi-year revenue decline that's recently stabilized vs. a track record of growth, when SDE multiple and DSCR both look fine today? For consignment structures on inventory — anyone done this? Any gotchas on the legal/tax side or in practice operationally, especially around what happens if the relationship with the seller sours post-close? Single/dual-employee businesses where the seller's relationships drive most of the revenue — what retention/transition structures have actually worked for you?