A Typical Example Scenario
To illustrate the idea, let’s assume you're looking at buying a small business with Seller’s Discretionary Earnings (SDE) of about $200,000 per year.
SDE is a common metric used in small business sales. It represents the cash flow available to a working owner after adjusting for certain discretionary or one-time expenses.
In many industries, businesses generating around $200K in SDE might sell somewhere in the range of $400,000 to $600,000.
That doesn’t mean this is the final purchase price—it simply gives us a reasonable example to work with.
Why I Prefer the Term “Project Cost”
Instead of focusing only on the purchase price, I prefer to talk about the total project cost of buying a business.
Why?
Because your money won’t only go toward paying the seller.
There are several places your capital may need to go:
1. The Down Payment
Part of the purchase price will usually come from your own money, while the rest may be financed through a bank loan or seller financing.
2. Working Capital
Many deals require the buyer to inject working capital into the business.
For example, in some asset sales the seller keeps the company’s cash, receivables, and payables. Even if the price reflects this, the new owner still needs operating cash to run the business.
3. Professional Fees
Buying a business usually involves professionals such as:
Some advisors allow you to pay their bill after the deal closes, but that expense still ultimately comes from the business’s cash flow.
For a smaller acquisition, $25,000 in professional costs is not unusual.
A Rough Estimate of Total Cash Required
Let’s assume:
Purchase price: $400K–$600K
Down payment: 10–15% (in the U.S.)
Professional fees: around $25K
Additional working capital: varies by industry
In many cases, this puts the cash needed for the project somewhere near $100,000.
My Rule of Thumb for Business Buyers
Over the years, I’ve developed a simple rule that works surprisingly well.
In the United States
If SBA-style financing is available, you’ll typically need about 50% of the business’s SDE available in cash.
For example:
Business SDE: $200K
Cash needed: about $100K
This covers your down payment, transaction costs, and operating buffer.
Outside the United States
In many other countries, lenders generally limit deals to about a 3:1 debt-to-equity ratio.
That means buyers usually need around 25% equity in the transaction.
Because of that, the rule of thumb becomes:
75% to 80% of the SDE available in liquid cash.
Using the same example:
Business SDE: $200K
Cash needed: $150K–$160K
Does the Money Have to Be Yours?
Not necessarily.
The equity portion of a deal can sometimes come from:
Business partners
Investors
Private capital sources
However, lenders will carefully review the structure.
Banks often apply what’s sometimes jokingly called the “duck test.”
If an investment looks like debt and behaves like debt—meaning you must make regular payments—then the bank will treat it as debt, even if it’s labeled something else.
True equity investors usually accept that their returns may come later, after the business has stabilized and debt levels have been reduced.
Why the Numbers Can Vary
These rules are simply guidelines, not guarantees.
Some factors that can change the numbers include:
For example, a capital-intensive manufacturing company may sell for a lower multiple because future equipment investment will be required.
Every deal is different.
The Best Way to Know What You Need
The only reliable way to know how much money you’ll need is to model the deal.
When you map out:
Purchase price
Debt payments
Working capital
Investor returns
…you can see exactly what the cash flow will look like after the acquisition.
Sometimes a deal that looks attractive at first glance simply doesn’t produce enough free cash flow once the financing structure is added.
Final Thoughts
Buying a business isn’t just about finding the right opportunity—it’s about making sure you have the capital structure to support it.
A good starting benchmark is:
From there, the details of the specific deal will determine the final numbers.
Understanding these financial realities early can save you a tremendous amount of time and help you focus on opportunities that are truly within reach.
If you're considering buying a business and want to learn how to properly analyze deals, structure financing, and evaluate opportunities, there are tools and training available to help you navigate the process with confidence.
Want more? Learn to buy a business in a risk controlled way by enrolling in my online training at www.BusinessBuyerAdvantage.com
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