Whether you're buying a precision machining shop or selling a family-owned contract manufacturer, understanding deal structure is the difference between a closed transaction and a collapsed one. Here's what every buyer and seller needs to know.
In the lower middle market manufacturing sector — where businesses typically generate $1M–$5M in revenue — deal structure is as important as valuation. Most transactions involve some combination of SBA-backed senior debt, seller financing, and performance-based earnouts. The right structure depends on asset quality, customer concentration, owner dependency, and whether the business carries real estate or significant equipment value. Buyers using SBA 7(a) loans must contribute 10–20% equity and often negotiate a seller note to bridge any appraisal gap. Sellers who accept structured deals with earnouts or equity rollovers can unlock higher total consideration while de-risking the transition for buyers. Manufacturing deals carry unique structural complexity: equipment appraisals affect loan eligibility, customer concentration triggers lender scrutiny, and undocumented processes can force buyers to demand stronger seller involvement post-close. Understanding the three primary deal structures — SBA-financed asset purchases, earnout arrangements, and equity rollovers — gives both parties a framework to negotiate efficiently and close with confidence.
Find Manufacturing Businesses For SaleSBA 7(a) Loan with Seller Note
The most common structure for lower middle market manufacturing acquisitions. The buyer secures an SBA 7(a) loan covering up to 90% of the acquisition price (including working capital and equipment), contributes 10–20% equity, and the seller carries a subordinated note — typically 5–15% of purchase price — to fill any financing gap. The seller note is usually on standby for 24 months per SBA requirements.
Pros
Cons
Best for: First-time buyers or search fund entrepreneurs acquiring owner-operated manufacturers with strong equipment assets, clean financials, and diversified customer bases — particularly precision machining shops, fabricators, or contract manufacturers seeking SBA-eligible real estate inclusion.
Asset Purchase with Earnout
The buyer acquires specific business assets — machinery, equipment, customer contracts, IP, inventory, and goodwill — while the seller earns additional consideration contingent on post-close performance. Earnouts are typically tied to revenue thresholds or EBITDA milestones over a 2–3 year period and are structured to compensate sellers for growth potential that buyers are unwilling to pay for upfront.
Pros
Cons
Best for: Acquisitions where the seller is the primary customer relationship owner, where backlog is heavily tied to a few key accounts, or where a manufacturer is mid-transition — such as adding a new product line or entering a new vertical — and future value is difficult to price at close.
Equity Rollover with Partial Seller Financing
The seller retains a minority equity stake — typically 10–30% — in the business post-acquisition while the buyer takes majority control. The seller may also carry a subordinated note. This structure is most common in private equity-backed add-on acquisitions where the seller's operational expertise, customer relationships, or certifications (ISO, AS9100, ITAR) are critical to near-term value retention.
Pros
Cons
Best for: Niche manufacturers with proprietary processes, specialized certifications, or deeply embedded OEM supply chain relationships where the seller's ongoing involvement directly protects customer retention and operational continuity — particularly in aerospace, defense, or medical device supplier acquisitions.
SBA-Financed Acquisition of a Precision Machining Shop
$2,400,000
SBA 7(a) loan: $1,920,000 (80%) | Buyer equity injection: $360,000 (15%) | Seller note on standby: $120,000 (5%)
SBA loan amortized over 10 years at prime + 2.75%; seller note at 6% interest, 24-month SBA standby, then 36-month repayment; seller provides 90-day post-close transition and training. Business has $2.1M revenue, 22% EBITDA margin, three-year-old CNC equipment with recent maintenance records, and no single customer exceeding 18% of revenue.
Earnout Deal for Contract Manufacturer with Customer Concentration
$3,200,000 total ($2,560,000 at close + up to $640,000 earnout)
Cash at close: $2,560,000 (80%) | Earnout: up to $640,000 (20%) paid over 24 months based on EBITDA milestones
Earnout structured as two tranches: $320,000 if Year 1 EBITDA exceeds $480,000; $320,000 if Year 2 EBITDA exceeds $520,000. Seller remains as VP of Operations for 18 months at market salary. Top customer represents 32% of revenue — earnout structure protects buyer if account does not renew under new ownership. Business generates $3.8M revenue with 18% EBITDA margin.
PE Add-On Acquisition of a Specialty Fabricator with Equity Rollover
$4,800,000 implied enterprise value
PE platform equity: $3,360,000 (70%) | Seller equity rollover: $960,000 (20%) | Seller subordinated note: $480,000 (10%)
Seller retains 20% equity stake in the combined entity post-acquisition; subordinated note at 7% interest, 5-year term, interest-only for first 24 months. Seller continues as plant manager for 3 years. Business holds ISO 9001 and AS9100 certifications, serves three aerospace OEMs, and generates $4.2M revenue at 24% EBITDA margin. PE platform targets a 5-year hold with exit via strategic sale.
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The most common structure in the lower middle market is an SBA 7(a) loan combined with a seller note. The buyer typically contributes 10–20% equity, the SBA loan covers 70–80% of the purchase price, and the seller carries a subordinated note for the remaining 5–15%. This structure works well for asset-heavy manufacturers — precision machining shops, fabricators, contract manufacturers — where equipment and real estate provide strong collateral for SBA underwriting.
An earnout is a portion of the purchase price paid after close, contingent on the business meeting agreed performance milestones — typically EBITDA or revenue thresholds over 1–3 years. In manufacturing, earnouts are most common when a seller owns key customer relationships, when backlog is uncertain, or when the business is mid-transition. For example, a buyer might pay $2.5M at close and agree to pay up to $500,000 more if the business retains its top three customers and hits a Year 1 EBITDA target of $400,000.
Yes, and it's one of the strongest use cases for SBA financing. SBA 7(a) loans can finance both the business acquisition and the associated real estate in a single loan, up to $5M. Alternatively, buyers can combine an SBA 7(a) for the business with an SBA 504 loan for the real estate. Including real estate in the deal often improves collateral coverage, which can reduce lender scrutiny of intangible goodwill — particularly important in owner-dependent manufacturing operations.
In an asset purchase — the most common structure for lower middle market manufacturing deals — existing equipment loans and capital leases typically do not transfer to the buyer unless both parties and the lender agree. Equipment leases may have assignment clauses requiring lessor consent. Buyers should identify all equipment financing during due diligence, because outstanding balances affect net proceeds to the seller and may need to be paid off at closing from sale proceeds.
The majority of lower middle market manufacturing deals are structured as asset purchases. Buyers prefer asset purchases because they avoid inheriting unknown liabilities — including environmental exposure, OSHA violations, or undisclosed litigation — and they receive a stepped-up tax basis on acquired assets. Sellers often prefer stock sales for tax efficiency (capital gains treatment on the full amount). The negotiation often results in a buyer concession — slightly higher purchase price — in exchange for a stock sale structure, particularly when customer contracts, certifications, or government contracts are difficult to assign in an asset deal.
Include a working capital target and peg in the purchase agreement. A working capital peg establishes a normalized level of current assets minus current liabilities (typically calculated as the trailing 12-month average) that must be present at close. If working capital at close falls below the target, the purchase price is reduced dollar-for-dollar. This is especially critical in manufacturing, where inventory levels, accounts receivable aging, and accounts payable timing can shift significantly in the 60–90 days between signing and closing.
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