A complete course for buying and operating a small business.
Learn the buyer path from first search to deal screening, financing conversations, diligence, closing, transition, and operating after the handoff.
Estimated lesson time before templates, checklists, and deal walkthroughs.
Organized by what a buyer needs to decide, verify, negotiate, close, and operate.
Research and workflow support, not legal, tax, accounting, valuation, lending, or investment advice.
Becoming a Qualified Buyer
Decide whether buying a business fits your finances, risk tolerance, skills, and operator goals.
Is Buying a Small Business Right for You?
Decide whether acquisition entrepreneurship fits your finances, household constraints, risk tolerance, time, and desire to operate before you start chasing listings.
Building your buyer thesis
Define your target size, geography, industry, role, return needs, and deal-breakers before listings start pulling you sideways.
How to choose an SMB market
Learn how to think about local demand, competition, trade areas, and why a cheap business in a crowded market can still be expensive.
Personal financial readiness for buyers
Prepare liquidity, reserves, credit, income needs, household risk limits, and buyer contribution expectations before lender conversations.
Searcher and operator mindset
Learn the temperament difference between hunting for a deal and running a company after the close.
Finding the Right Opportunities
Build broker, marketplace, alert, and off-market systems without chasing every attractive listing.
Brokers, marketplaces, and off-market search
Understand where deals come from, how incentives differ, and why a healthy search process usually needs more than one channel.
Setting saved searches and alerts
Build category, market, price, and cash-flow alerts that support your thesis without filling your inbox with distractions.
Proprietary outreach for small business buyers
Plan respectful owner outreach, research lists, message sequencing, and follow-up systems without sounding like spam.
Avoiding shiny-object listings
Use fit filters and category discipline to avoid chasing listings that look exciting but do not match your buyer thesis.
Reading and Screening Listings
Translate seller claims into diligence questions about SDE, add-backs, owner dependence, and revenue quality.
Reading a listing without getting sold
Learn what to question when a broker package looks too clean.
SDE, EBITDA, and cash flow basics
Separate owner benefit, operating earnings, cash conversion, and buyer salary so listing economics are easier to compare.
Add-backs, working capital, and owner dependence
Learn which add-backs deserve skepticism, why working capital matters, and how owner dependence can change transferability.
Revenue quality and red flags
Compare recurring, project, seasonal, concentrated, and relationship-driven revenue before trusting the headline number.
Valuation and Deal Math
Model multiples, debt service, seller notes, earnouts, buyer cash, and downside cases before an LOI.
Small business valuation multiples
Use multiples carefully by adjusting for size, transferability, industry, margin quality, growth, and financing support.
Debt service coverage and buyer returns
Model whether the business can pay debt, owner salary, working capital, taxes, and reserves under realistic cases.
Seller financing, earnouts, and equity injection
Understand how price and terms interact through seller notes, contingent payments, buyer cash, and lender constraints.
Building downside cases in the Deal Calculator
Stress-test revenue drops, margin compression, capex, seller transition risk, and slower growth before negotiating.
SBA Acquisition Flow
Understand the SBA 7(a) acquisition path, lender expectations, borrower requirements, and closing mechanics.
SBA loans to buy a business
Learn how lenders think about cash down, seller notes, DSCR, industry risk, and whether a business can survive transition.
Financing basics for first-time buyers
Understand down payment, seller notes, debt service coverage, and why a deal can be attractive but still difficult to finance.
SBA borrower requirements and equity injection
Prepare for borrower eligibility, liquidity, resumes, source of funds, equity injection, and lender overlay questions.
Seller notes, standby, and SBA underwriting
Understand standby agreements, seller note treatment, collateral, repayment capacity, valuation, and lender package expectations.
SBA lender package, timeline, and closing
Map the lender workflow from initial screen to commitment, diligence, closing conditions, and funded acquisition.
Commercial Bank and Non-SBA Financing
Compare conventional loans, asset-based lending, equipment finance, credit lines, collateral, and guarantees.
Conventional acquisition loans
Learn when a bank may consider non-SBA acquisition debt and how collateral, cash flow, guarantees, and borrower profile matter.
Asset-based lending and equipment finance
Compare receivables, inventory, equipment, vehicles, and other assets that may support financing outside an SBA structure.
Lines of credit, collateral, and guarantees
Understand working-capital lines, borrowing bases, personal guarantees, collateral coverage, and covenant expectations.
When non-SBA financing makes sense
Evaluate speed, borrower fit, deal size, collateral, seller note flexibility, and refinance plans before choosing a structure.
LOI and Negotiation
Use LOIs to clarify economics, exclusivity, seller priorities, walk-away points, and deal structure.
What belongs in an LOI
Cover price, structure, assets, liabilities, exclusivity, diligence, closing timeline, training, noncompete, and contingencies.
Price, terms, and seller psychology
Negotiate beyond headline price by understanding certainty, legacy, cash at close, training burden, and trust.
Exclusivity and negotiation mistakes
Avoid weak exclusivity windows, vague terms, premature retrading, and negotiating points you cannot diligence or finance.
When to walk away from a deal
Define walk-away triggers around trust, evidence gaps, financing support, transition risk, legal issues, and your own risk limits.
Due Diligence
Review financial, tax, bank, payroll, contract, lease, legal, operational, customer, and supplier evidence.
Financial diligence: tax returns and bank statements
Reconcile statements, tax returns, bank deposits, merchant records, debt, add-backs, owner expenses, and seasonality.
Payroll, contracts, leases, and legal diligence
Review employees, payroll tax, customer and vendor contracts, leases, assignments, liens, permits, disputes, and counsel questions.
Operational, customer, and supplier diligence
Pressure-test how work gets sold, delivered, staffed, scheduled, billed, supported, and renewed after the seller leaves.
Quality of earnings lite for small deals
Build a practical QoE-lite review for smaller acquisitions when a full third-party report is not realistic.
Closing Process
Move from purchase agreement to lender closing, escrow, insurance, licenses, inventory, and final walkthrough.
Purchase agreement and lender closing
Understand the main documents, closing conditions, representations, schedules, lender requirements, and counsel workflow.
Escrow, licenses, insurance, and landlord consent
Plan the operational dependencies that can delay closing even after price, diligence, and financing are mostly settled.
Inventory count and working capital true-up
Prepare for inventory valuation, target working capital, cash/debt treatment, receivables, payables, and post-close adjustments.
Final walkthrough and day-one readiness
Confirm keys, systems, accounts, passwords, vehicles, equipment, files, introductions, and emergency contacts before the handoff.
Taking Over the Business
Handle the first handoff, employee communication, trust preservation, and 30/60/90 day transition plan.
Getting the keys and seller handoff
Structure the first seller handoff around customers, employees, vendors, passwords, open issues, and daily operating knowledge.
First employee meeting and communication plan
Communicate clearly with employees, customers, vendors, and partners without creating unnecessary fear or overpromising change.
Preserving trust and what not to change too fast
Identify the systems, relationships, rituals, and informal knowledge that keep the business working before you redesign anything.
First 30/60/90 days after acquisition
Build a practical transition plan for observation, stabilization, quick fixes, employee trust, and early operating cadence.
Accounting and Taxes
Set up bookkeeping, chart of accounts, monthly close, tax workflows, purchase allocation, and CPA questions.
Bookkeeper, controller, and chart of accounts setup
Set up finance roles, account structure, reporting categories, bank feeds, approvals, and monthly visibility after the close.
Cash vs accrual, sales tax, and payroll tax basics
Understand accounting method basics and tax workflows that can become expensive if ignored after the transition.
Asset purchase allocation, depreciation, and amortization
Learn the plain-English version of purchase price allocation and why tax treatment should be planned with professionals.
Monthly close and what to ask a CPA
Create a monthly close cadence and a CPA question list covering taxes, owner draws, payroll, debt, reserves, and reporting.
Managing the Business
Run daily operating rhythms, KPIs, cash management, hiring, customer service, vendor systems, pricing, and SOPs.
Daily operating rhythm and KPIs
Build a management cadence around cash, sales, production, staffing, service quality, backlog, and customer follow-up.
Cash management, pricing, and vendor management
Manage cash conversion, price changes, vendor terms, inventory, collections, and service margins without flying blind.
Hiring, firing, customer service, and incentives
Handle the people systems that shape culture, service quality, retention, accountability, and frontline decisions.
SOPs and manager development
Document repeatable work, delegate responsibly, train supervisors, and reduce owner dependence over time.
Scaling and Value Creation
Create value through organic growth, local marketing, pricing, systems, bolt-ons, management hires, refinancing, and exit prep.
Organic growth and local marketing
Find grounded growth through customer retention, referrals, local SEO, community relationships, and sales follow-up.
Pricing expansion, upsells, and cross-sells
Increase value with careful pricing, packaging, service add-ons, recurring offers, and margin-aware account expansion.
Systems, processes, and hiring management
Know when the business is ready for stronger systems, management layers, software, and operating controls.
Bolt-ons, refinance, and exit prep
Evaluate add-on acquisitions, debt refinance, management depth, documentation, and value drivers for a future sale.
Mistakes and Case Studies
Study bad deals, lender surprises, weak transitions, owner burnout, and category-specific acquisition examples.
Bad deals and overpaying case study
Study how weak normalization, emotional bidding, low reserves, and lender pressure can turn a decent business into a bad buy.
Working capital, transition, and lender surprises
Learn from deals that struggled because working capital, closing conditions, seller notes, or transition plans were misunderstood.
Employee churn and owner burnout
See how a buyer can inherit fragile culture, hidden workload, staffing problems, and a job they did not actually want.
Educational use only
SMB Market Deals provides research, workflow support, and buyer education. We are not a lender, broker, attorney, CPA, valuation firm, or investment advisor. Work with qualified professionals before making acquisition, financing, legal, tax, accounting, or investment decisions.
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