Planning for Acquisition Costs - Main Street Deals #8

Kevin Henderson and Sam Rosati break down one of the most overlooked aspects of buying a small business: how to properly plan and structure the full capital stack. Using a practical sources and uses framework, they walk through what actually happens after an LOI is signed and where first-time buyers tend to get caught off guard. The conversation highlights the real costs, financing dynamics, and operational realities that sit beneath the headline purchase price. Along the way, they share hard-earned lessons from working with buyers navigating SBA-backed acquisitions and raising capital for the first time. They discuss: - Why the true cost of a deal extends far beyond the purchase price, often by hundreds of thousands of dollars - The most commonly overlooked expenses, including legal, quality of earnings, bank fees, and hidden taxes - How insufficient working capital planning can quickly lead to cash flow issues post-close - What SBA loan structures actually look like in practice and how they impact deal flexibility - How buyers should think about seller notes, equity raises, and building a strategic investor base Links: SMB Law Group - https://smblaw.group/ Eric on LinkedIn - https://www.linkedin.com/in/eric-b-pacifici/ Kevin on LinkedIn - https://www.linkedin.com/in/khendersonco/ Sam on LinkedIn - https://www.linkedin.com/in/sam-rosati-68787a8/ Topics: (00:00:00) - Intro(00:03:27) - Buyer journey post loi(00:05:48) - Sources and uses basics(00:08:58) - Working capital cash buffer(00:11:33) - Deal expenses reality check(00:12:25) - Qoe and legal budgeting(00:16:50) - Bank deposits and refunds(00:19:08) - SBA guarantee fee explained(00:21:01) - Hidden costs of vehicle sales tax(00:23:14) - Vehicle sales tax shock(00:25:00) - True transaction cost math(00:29:14) - SBA loan percent rules(00:34:11) - Demystifying SBA closings(00:36:54) - Seller note myths(00:40:09) - Line of credit traps(00:42:14) - Equity raising reality(00:45:46) - Strategic investors value(00:47:54) - Wrap up and contact