Why Is SBA 7(a) the Best Option for Restaurant Acquisitions?
SBA 7(a) is often the best financing option for buying an existing restaurant:
- Finance goodwill: Unlike many lenders, SBA can finance business value beyond tangible assets[1]
- Lower down payment: 10-15% vs 25-30% for conventional acquisition loans[2]
- Single loan: Bundle purchase price, equipment, and working capital
- Longer terms: up to 10 years on an acquisition (only a real estate portion can go out to 25 years), reducing monthly payments
- Proven cash flow: Actual financials instead of projections (and on a purchase, the SBA requires it: projections can't be used to meet the coverage floor)
What Does an SBA Restaurant Acquisition Loan Cover?
An SBA restaurant acquisition loan typically covers:
- Purchase price: Including goodwill and intangibles
- Equipment: Existing equipment plus any upgrades
- Inventory: Opening inventory
- Working capital: 2-3 months operating expenses
- Transaction costs: Some closing costs, not the down payment
How Do SBA Lenders Value a Restaurant for Acquisition?
Lenders will scrutinize the purchase price. Common valuation methods:
SDE Multiple
Most common for small restaurants. Seller's Discretionary Earnings (SDE) = Net Income + Owner Salary + Owner Benefits + Non-recurring Expenses.
- Small restaurants: 1.5x - 2.5x SDE
- Established restaurants: 2x - 3x SDE
- Strong brands/locations: 3x - 4x SDE
Asset-Based
Equipment + inventory + lease value. Used as floor valuation.
Cash Flow (EBITDA)
For larger restaurants. Typically 3x - 5x EBITDA.
What Due Diligence Do You Need for a Restaurant Acquisition?
Before committing, verify:
Financial Review
- 3 years tax returns
- Monthly P&L statements (2+ years)
- Sales by category/daypart
- Food and labor cost trends
- Accounts payable and receivable
Lease Review
- Remaining term (need 10+ years for SBA)
- Renewal options and terms
- Assignment clause (can you take over?)
- Personal guarantee requirements
- CAM charges and escalations
Operational Review
- Equipment condition and age
- Health department history
- Employee roster and wages
- Vendor contracts and pricing
- POS system and data
Legal Review
- Pending litigation
- Licenses and permits (transferable?)
- Liquor license status
- Outstanding liens
- Franchise agreement (if applicable)
How Should You Structure an SBA Restaurant Acquisition Deal?
Asset Sale vs. Stock Sale
Most restaurant acquisitions are asset sales: you buy the assets (equipment, inventory, goodwill) rather than the legal entity.[3] This is cleaner for SBA financing and limits liability exposure.
Typical Structure
- SBA loan: 80-90% of total project
- Your equity: 10-20%
- Optional seller note: counts toward your equity only if it is on full standby (no principal or interest payments for the term of the 7(a) loan), and then for no more than half of the required 10%. A seller note with payments counts as debt in the coverage test and toward the valuation cap.
Example: Tony's Pizza Acquisition
Purchase price: $800,000 | Working capital: $50,000 | Total project: $850,000
- SBA 7(a) loan: $722,500 (85%)[4]
- Tony's equity: $127,500 (15%)
- Terms: 10 years at Prime + 2.75%
- Monthly payment: ~$8,500 (about $102,000 a year)
The coverage test: on a first-time purchase, SOP 50 10 8.1 sets a 1.25:1 debt service coverage floor, measured on the seller's last full fiscal year or the average of the last two. Projections can't be used to meet it. For Tony, that means the pizza shop's historical cash flow available for debt service has to be at least about $127,500 (1.25 x $102,000). If it comes in lower, Tony needs a lower price or more equity to shrink the loan.
How Long Does SBA Restaurant Acquisition Financing Take?
| Phase | Duration |
|---|---|
| LOI and due diligence | 2-4 weeks |
| Loan application | 1 week |
| Underwriting | 3-4 weeks |
| Appraisal/valuation | 2-3 weeks |
| Closing | 1-2 weeks |
| Total | 9-14 weeks |
What Are the Most Common Restaurant Acquisition Deal Killers?
- Lease too short: Need 10+ years remaining (with options)
- Unassignable lease: Landlord won't approve transfer
- Cash business: Unreported income can't support the loan
- Overpriced: Valuation doesn't support purchase price (any amount above the valuation has to be covered with equity)
- Thin historical coverage: The seller's last full year (or 2-year average) doesn't cover the new payments 1.25 times
- Environmental issues: Contamination from grease traps, tanks