Buying a Small Business · LearnProgress 0%VisitorAll tracks
Beta. Fictional teaching case. Saved on this device only. Beta build. The teaching business is fictional, case figures and model defaults are illustrative, and default loan terms are teaching defaults, not lending rules. Education only, not legal, tax, accounting or lending advice. Your work is saved in this browser on this device only.

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This Beta opens 19 of 48 planned lessons, plus the capstone and the book overview.

Free: open to everyoneMember: open with membershipComing with the full release: not written yetPlanned later: not in the first full release

Stage 0 · Should I buy?

Module 1 · Stage 0

Buy vs. build vs. stay put

Buy, start, or stay put Ends in: Readiness decisionL-101 Free

Stage 1 · Who am I as a buyer?

Module 2 · Stage 1

Becoming the buyer

Owner-operator or manager-run: two different deals Ends in: Buyer ProfileL-102 Free
The personal guarantee and what your household is exposed toL-103 Planned later

Stage 2 · What can I buy?

Module 3 · Stage 2

Building the buy box

Write the buy box before you search Ends in: Buy BoxL-111 FreeOwner dependence: what leaves with the seller Ends in: Buy BoxL-112 FreeCleaning, landscaping, HVAC: same principles, different businesses Ends in: Buy BoxL-113 Free
Recurring revenue and contract qualityL-114 Planned later

Module 4 · Stage 2

Acquisition capacity

What you can put in and what you must not touch Ends in: Acquisition Capacity ModelL-121 FreeThe full cost of a deal Ends in: Acquisition Capacity ModelL-122 FreeWork backward from the income you need Ends in: Acquisition Capacity ModelL-123 Free

Stage 3 · Is this a good business?

Module 5 · Stage 3

Finding businesses

Working with business brokers and the buyer profile they want to seeL-201 Coming with the full release
Direct owner outreach and referralsL-202 Coming with the full release
Running the search: pipeline, tracker, cadenceL-203 Planned later

Module 6 · Stage 3

First-pass screening

Reading a listing: what it says and what it leaves out Ends in: Business scorecardL-251 MemberThe first-pass scorecard Ends in: Business scorecardL-252 MemberAsking price against reported earnings Ends in: Business scorecardL-253 Member
The full package after the NDAL-254 Planned later

Module 7 · Stage 3

Rebuilding earnings

Advertised earnings are not the cash you keep Ends in: Normalized earningsL-301 FreeReading the seller's numbers: P&L and tax return L-302 MemberAdd-backs: which hold, which fail, what proof to ask for Ends in: Normalized earningsL-303 MemberReplacement labor, equipment and working capital Ends in: Normalized earningsL-304 Member
SDE and EBITDA: which measure for which sizeL-305 Coming with the full release
Revenue quality: recurring, seasonal, concentratedL-306 Planned later

Module 8 · Stage 3

Valuing the business

Where multiples come from and what they hide Ends in: Value range and buyer maximumL-321 MemberFrom earnings quality to an offer range Ends in: Value range and buyer maximumL-322 Member
What the price includesL-323 Coming with the full release

Module 9 · Stage 3

Financing the acquisition

How an acquisition loan works Ends in: Financing modelL-401 MemberCan the business pay the loan and pay you Ends in: Buyer cashL-402 Member
SBA 7(a) in detailL-403 Coming with the full release
Seller financing: notes, standby and why sellers agreeL-404 Coming with the full release
Conventional loans, investors and partnersL-405 Planned later

Stage 4 · Can I make a good deal?

Module 10 · Stage 4

Offer and negotiation

The first seller conversation and site visitL-421 Coming with the full release
The letter of intent: what binds and what does notL-422 Coming with the full release
Price or terms, and why deals die lateL-423 Coming with the full release

Stage 5 · Should I close?

Module 11 · Stage 5

Due diligence

The diligence plan and trackerL-341 Coming with the full release
Proving the moneyL-342 Coming with the full release
Customers and contractsL-343 Coming with the full release
Employees: key people, pay, classificationL-344 Coming with the full release
Leases, licenses, equipment, systems and liabilitiesL-345 Coming with the full release

Module 12 · Stage 5

Closing and first 100 days

Asset or equity purchase, and the entity you buy throughL-441 Coming with the full release
The purchase agreement, your deal team and what advisers costL-442 Coming with the full release
Price allocation and Form 8594L-443 Planned later
Assignments and consentsL-444 Coming with the full release
Working capital, inventory count and the closing checklistL-445 Coming with the full release
The seller handoffL-501 Coming with the full release
Day one with employees and customersL-502 Coming with the full release
Cash control and the 13-week forecastL-503 Coming with the full release
The few numbers to watch and what not to change yetL-504 Planned later

Also in this release

Buy Then Build: what it argues and how to use it here BG-01 FreeWrite the Decision Record Ends in: Decision RecordC-01 Member

Educational use only. Not legal, tax, accounting, valuation or lending advice.

Buyer School is an independent educational website for learning about small-business acquisitions. Its lessons, examples, checklists, calculators and reports provide general information and illustrative planning estimates. They do not provide individualized legal, tax, accounting, investment, valuation or lending advice, and they do not determine SBA eligibility, financing approval or whether a particular business should be purchased. Using Buyer School does not create an advisory or other professional-client relationship. Buyer School is not affiliated with or endorsed by the U.S. Small Business Administration. Rules, fees, rates and lender practices can change; summaries may omit exceptions. Do not rely solely on Buyer School when evaluating, financing or purchasing a business. Before signing a letter of intent or other agreement, applying for financing, waiving a contingency or committing funds, review the current official SBA website at https://www.sba.gov, including the applicable SOP, program guidance and fee notices, and applicable IRS guidance at https://www.irs.gov, and obtain transaction-specific advice from an attorney licensed in the relevant jurisdiction, a CPA experienced in business acquisitions, and the participating lender. Consult other qualified professionals when the transaction requires them. The lender must confirm how current SBA requirements apply to the proposed financing, and licensing and permit requirements must be confirmed with the issuing authorities.