HOLDco

Most small business owners expect a premium when they sell — SBA lenders have other ideas. This episode breaks down the debt service coverage math that quietly sets the ceiling on what your business is actually worth.

Show Notes

Selling a business is one of the biggest financial events of a founder's life, yet many sellers walk into the process with a valuation in mind that a lender will never support. This episode of HoldCo unpacks the mechanics behind that gap, drawing on the SBA loan reality check behind business valuation — a detailed look at why the number in a seller's head and the number an underwriter approves are so often worlds apart.
The episode works through the key concepts and practical constraints that shape what a buyer can actually pay when SBA financing is involved:
  • How SBA 7(a) loans set the rules: Competitive rates and long terms make these loans attractive, but the requirement that business cash flow cover debt service is the constraint that quietly kills deals.
  • Debt Service Coverage (DSC) explained: The SBA's 1.5x minimum ratio — and the 1.7x threshold most lenders prefer — determines the maximum supportable purchase price, not seller sentiment or sweat equity.
  • Why EBITDA can mislead: Underwriters underwrite free cash flow, not EBITDA. When non-cash add-backs like depreciation and amortization are doing heavy lifting in the income statement, stripping them out can significantly reduce what the lender will support.
  • The levers that push value down: Rising interest rates, seasonal working capital needs, aggressive personal add-backs, and the size and cost of any seller note all tighten the DSC ratio and compress the supportable price.
  • Why synergies don't rescue premiums: Strategic buyers and PE groups may see upside, but lenders underwrite today's cash flow — any premium above the debt ceiling has to come out of the buyer's equity, which most sophisticated acquirers won't do if it hurts their return math.
  • What sellers can actually control: Running a competitive process, understanding the buyer's equity capacity, and modeling DSC across interest rate scenarios before going to market are the most reliable ways to maximize outcome.
The core message is straightforward but uncomfortable: the market for small businesses is more rational and more constrained than most owners want to believe. A premium is possible, but only if a buyer is willing to commit meaningful additional equity — and earning that commitment requires the right process, the right buyer, and realistic expectations going in. For more from the show, listen to How Bankers Make Bad Deals Look Accretive (And How to See Through It).
Hold

What is HOLDco?

Dynamic holding company podcast, covering varying topics on M&A, marketing, software engineering and deal strategies. We discuss topics and provide details of our various holdings at HOLD.co.