_{Inside the Deal Room is where I share what’s happening behind the curtain as we source, negotiate, acquire, build and scale businesses through Vyterro and our deal ecosystem.}

By almost every measure, buying a business has become more competitive over the last few years. There are more buyers, more educational groups, more ETA content, and more institutional investors entering the market than ever before. As a result, sellers, brokers, and banks have become much better at filtering buyers early.

Whether it's because they've dealt with tire kickers in the past, watched financing fall apart halfway through diligence, or spent months with buyers who ultimately couldn't raise the equity, most people on the other side of the table have become naturally, and understandably, skeptical. Before they invest much time in you, they're trying to answer one simple question:

Can this buyer actually close?

Just like the first two positioning levers in this series, the answer isn't about changing the facts. It's about emphasizing the facts that reduce uncertainty.

In my own search process, I present myself differently depending on the opportunity and the audience. Sometimes, I'm simply an individual buyer looking to acquire and operate a small business. Other times I'm representing my fund, so I naturally lean into a more institutional presentation by discussing prior acquisitions, capital partners, and our process. Neither version is fake. They're both me and both true. The difference is understanding which parts of my background create the most confidence in that specific situation.

The goal is never to exaggerate your financial position or pretend to be something you're not. It's to proactively demonstrate that you’re qualified, prepared and serious about buying the business.

There are plenty of ways to do this. Come into your first conversation with a financing plan already thought through. Have a lender lined up before you submit an LOI. Be prepared to provide proof of funds immediately if requested. And, depending on the deal, decide whether it makes more sense to present yourself as an operator, a strategic/financial buyer, or something else entirely.

Individually, none of these things close a deal. Together, they show legitimacy. You don’t need the strongest personal balance sheet to win an opportunity. More often, the buyer who wins is the one everyone believes will actually make it to the closing table.

This is the first lever where the seller probably isn’t your most important audience. For them, this is less about proving you have enough money and more about helping them understand what kind of buyer you are.

Some sellers want the individual operator who plans to own the business for the next twenty years. They want to hear that you're going to keep the employees, preserve the culture, and continue what they've spent decades building. Talking about private equity, roll ups, or aggressive growth plans in those situations can work against you.

Other sellers want the exact opposite. If they're running a larger company or have already been through a prior acquisition, they may want confidence that you have the experience, capital, and infrastructure to take the business to another level. In those cases, presenting yourself as "just a guy buying a business" may unintentionally make you look underqualified.

The common theme of this buyer framing newsletter series remains the same:

About a month ago, I closed on a saw blade repair business doing just under $1 million of EBITDA. The seller had spent decades building the company and cared deeply about who would take it over. We leaned into the fact that we weren't private equity or an institutional buyer. My partner was going to operate the business himself, build on what the seller had created, and hopefully make it a long-term family business of his own. 

That wasn't a sales pitch. It was the truth, and it happened to align perfectly with what the seller wanted.

Earlier this year, I was under contract on a steel fabrication company generating more than $2.5 million of EBITDA. That conversation looked completely different. My partner and I both already owned steel fabrication companies, so we focused on that. We talked about the existing platform, the operational synergies, our acquisition process, and the flexibility we had around financing. 

In that situation, the seller wasn't looking for an individual operator. They wanted to work with an experienced strategic buyer who could take on a business of that size.

Again, both versions were genuine. The difference was deciding which parts of our background reassured that specific seller most effectively. 

This is also where having a business plan becomes valuable. Most sellers don't really care how your capital stack is structured. They do care that you've thought through what ownership actually looks like. Who will be running the business? What changes, if any, are you planning to make? What happens to employees? Customers? Suppliers? If you can proactively answer these questions, you look prepared and will give the seller comfort in your ability to close.

At the end of the day, the goal isn't to tell every seller a different story. It's to tell the same story from the angle they care about most.

For brokers, it’s simple. They don't really care what kind of buyer you are (individual, strategic, etc.). They're just trying to figure out whether you can actually afford the deal and get it to the finish line. The easiest way to stand out and calm their nerves is to remove as much uncertainty as possible, as early as possible.

If they ask for proof of funds, send both a pre-approval letter from your lender and a bank statement showing the down payment. 

If you're using outside investors, don't simply say you have one lined up… and definitely don’t imply you haven’t figured it out yet. Instead, find a potential investor ahead of time. If you don’t know how to do this pre-deal, it’s simple. Show them your resume, explain your thesis and ask “If I find a good deal, would you back it”? If they say yes, ask if they'd be willing to help pre-LOI if needed.

How can they help you pre-LOI? Once you have the investor, get a bank statement from them (with sensitive information redacted if necessary) and explain to the broker who your capital partner is, how you know them, and why you're confident they'll fund the deal. Make it obvious that your equity injection plan isn't a half baked idea that you're hoping comes together after the LOI is signed.

If they want you to get pre-qualified with their preferred lender, do it quickly. If they ask how you plan to finance the deal, have a thoughtful answer ready before the question is ever asked.

For me, that conversation usually sounds something like this:

"Our preference would be SBA financing, but we also have conventional lending options if that's a better fit."

That's completely truthful. I generally prefer SBA financing, but I also want the broker to know financing isn't dependent on a single path. If they're hesitant about SBA buyers, I've already addressed that concern before it becomes an objection.

This is where you make it unreasonable for the broker to block you due to financing concerns. Build relationships with multiple SBA lenders, and know a few conventional lenders as well. Join ETA networking groups. Find backup capital by talking to multiple investors,  fund managers, and any friends or family that might be interested. Do the work before you need it so that, when the broker asks about financing, your answer is immediate and confident instead of reactive and theoretical.

If you ever need introductions to SBA lenders, conventional lenders, or investors, feel free to reach out. Over the last few years I've built relationships with a number of groups that have helped me close deals, and I'm always happy to point people in the right direction.

The easier you make the broker's job, the easier they'll make yours. If financing feels like a solved problem from the first conversation, they’re far more likely to spend their time helping you win the deal instead of questioning whether you can close.

Banks care about many of the same things brokers do, but they evaluate them through a much more structured lens. The broker wants reassurance the financing will get the deal closed. The bank wants reassurance that the loan will be paid back over the next 10+ years.

Because they have a much longer-term stake in the deal, financing isn't just a checkbox for them. It's the foundation of their underwriting decision. They want more proof, better backup options and require a strong and clear plan. The best thing you can do is prepare well before you ever have a deal under LOI. 

Get pre-approved by multiple SBA lenders as soon as you start searching so you understand what your borrowing capacity looks like. Every lender has different preferences, different underwriting philosophies, and different industries they're comfortable with. The more conversations you have early, the fewer surprises you'll encounter later.

Banks respond to transparency, just like brokers do. If you're using investors, explain where the equity is coming from and have supporting documentation ready. If you know you'll need a co-guarantor to complete the transaction, figure that out before you start making offers, not halfway through diligence.

Where banks differ more from brokers is in how much emphasis they place on your operating plan. By the time a lender is underwriting your deal, they aren't just evaluating the business. They're evaluating you. That starts with your resume.

Never submit the same generic corporate resume you’ve used for years to your lender. Instead, think about your resume the same way we've talked about every other positioning lever in this series. The facts shouldn't change, but the emphasis should. 

I’m currently under LOI on a restoration company where one of my partners has experience as a pastor, a real estate investor, and a business coach. All of those experiences are real, but they aren't equally relevant to the transaction. When preparing his lending package, we focused on his real estate renovation and remodel work because that’s what will give the bank the most confidence in him as the borrower for a restoration business.

The same principle applies to your business plan. It doesn't need to be a polished, thirty-page document before you even submit an LOI, but you should be able to clearly explain why you like the business, how you plan to operate it, what risks you've identified, and how you intend to mitigate them. If you can't answer those questions with conviction before making an offer, you'll have a much harder time building confidence with the bank.

They're not deciding whether you'll be the perfect steward of the business like the seller is. They're underwriting repayment risk.

They're looking at your liquidity, collateral, equity injection plan, management experience, ownership structure, guarantors, and operating plan. Everything you provide should build comfort around those factors.

Banks reward preparation. Just like brokers, the easier you make their job, the easier they'll make yours.

There are tons of ways to build financial credibility and get through the hurdles of the buying process. Using the ideas from this newsletter consistently should get you through most doors you deserve to get through.

With that said, while framing and positioning yourself is great, at some level, you need the raw materials to do so. Financial credibility isn't about creating an image that doesn't exist. It's about reducing uncertainty by being genuinely prepared. 

This may be controversial, especially as someone who started in this game at a relatively young age, but sometimes, the best financing strategy is realizing you aren't quite ready to buy a business yet.

There's nothing wrong with pausing your search for six months, saving additional capital, building more relevant operating experience, or strengthening your network before jumping back into the market. Those improvements don't just increase your odds of getting approved. They increase your odds of successfully operating the business after closing, which is what really matters.

In the next newsletter, I'll move into another buyer framing lever that most first-time buyers don’t think about, but can dramatically improve your odds of winning competitive deals: acquisition experience.