← SBA Planning Suite

SBA LOI financing preflight

Before you sign. Make financing part of the deal.

Pressure-test the proposed deposit, financing protection, deadlines, and project assumptions—then take a cleaner list of questions to your lender and attorney.

01 / The proposed economics

Start with the commitment on the page.

Use the current draft—even if the numbers are still moving. This is an early-warning tool, not a contract analysis.

02 / The financing pressure points

Translate the LOI into plain English.

Choose the closest answer. “Not sure” is useful—it identifies a question that should be answered before the timeline starts.

How does the LOI address financing approval?

A lender conversation is not the same as final approval.

What happens to the deposit if financing does not close?

The exact trigger dates and notice rules matter.

Where is post-closing working capital?

The business may need cash beyond the purchase price.

How are transaction and closing costs handled?

Attorney, accounting, lender, and third-party costs can change cash needs.

Is seller financing part of the proposed structure?

A seller note may need lender-specific terms.

Has a lender reviewed the proposed economics and timing?

The current draft is what matters—not a general program conversation.

Are lease or real-estate dependencies addressed?

Occupancy, assignment, or landlord timing can affect the financing path.

Are the seller's core financials available?

Early cash-flow and valuation work needs the underlying records.

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03 / Your early-warning brief

Ready for a financing conversation

The outline is ready for a focused financing conversation. Confirm every assumption with the right professionals.

0critical
2review
8clear
Protectionclear

Financing is addressed

The LOI appears to include a stated financing path or contingency.

Have your attorney confirm the language matches your intended protection.
Depositclear

Deposit protection is stated

The deposit appears refundable under stated conditions.

Confirm the conditions, notice process, and refund deadline with counsel.
Timingclear

Closing window allows planning time

90 days gives the financing team a more workable starting window.

Confirm the actual underwriting, third-party, and closing steps with the lender.
Timingclear

Due-diligence window is visible

30 days creates a defined review period.

Map financial, legal, operational, and financing review tasks to this window.
Sources & usesclear

Working capital is in the project

A purchase price alone may not cover the cash the business needs after closing.

Estimate the operating cushion and confirm how it will be funded.
Sources & usesreview

Transaction costs need a funding plan

Professional fees, lender costs, and other closing expenses can change the cash requirement.

Build a complete sources-and-uses schedule before relying on the headline purchase price.
Structureclear

No seller financing assumed

A seller note can affect cash at closing, repayment, and lender structure.

Document the amount, payment terms, standby expectations, and seller consent.
Structureclear

Property is not part of this transaction

A lease, assignment, or real-estate component can affect timing and underwriting.

Confirm occupancy, lease term, assignment, and landlord or real-estate dependencies.
Coordinationreview

The lender conversation is preliminary

A high-level conversation is useful, but the current LOI terms may not have been reviewed.

Send the proposed economics and timeline for a financing-specific reaction.
Diligenceclear

Core financials are available

Historical financial information can support an early cash-flow and valuation conversation.

Confirm the package is current, complete, and reconciled.
Take these to the lender
  1. Transaction costs need a funding plan: Build a complete sources-and-uses schedule before relying on the headline purchase price.
  2. The lender conversation is preliminary: Send the proposed economics and timeline for a financing-specific reaction.
  3. What underwriting, third-party, and closing steps should the LOI timeline allow?
  4. Which sources-and-uses assumptions should be confirmed before signing?
Take these to your attorney
  1. Does the financing contingency protect me through the actual approval process?
  2. Exactly when can the deposit become nonrefundable, and what notice is required?
  3. Do the diligence, closing, and extension deadlines leave enough room for financing?
This tool does not provide legal advice and does not review your LOI. A qualified attorney should review the actual document.
Why this preflight exists

SBA guidance on buying an existing business emphasizes due diligence, cash flow, and valuation. The 7(a) program may support a change of ownership and multiple business uses, but eligibility, structure, and underwriting remain lender-specific.

SBA: Buying an existing business ↗SBA: 7(a) loans ↗
Educational planning tool only. Not legal, tax, accounting, or lending advice; not a contract review, approval, commitment, or guarantee.