How do you fund acquisitions two through ten without more SBA debt?

Why does SBA debt stop working after deal two or three?

The SBA 7(a) program is built for one owner buying one business. It strains when the same owner wants to buy ten. As of October 2026:

• The cap is shared.$5 million per borrower including affiliates, and $10 million of combined 7(a) and 504 capacity. Every company you control counts.
• The guarantee grows. Anyone owning 20% or more personally guarantees every loan. By deal four, your household carries the whole group.
• The structure limits investors. Passive minority investors whose equity counts toward the injection generally get only tax distributions until the SBA loan is repaid. That makes outside equity hard to raise on SBA deals.
• The tools are narrow. Seller earnouts are prohibited. A seller note counts toward the injection only on full standby, and limited sources together may supply no more than half of it.

None of this makes the SBA a bad tool. It is the right tool for the first deal or two. It is the wrong plan for a program.

What replaces it?

Rank the sources by cost to you, then by how many times you can use them.

1. Cash from the companies you own. No dilution and no lender. It is slow, and it drains reserves if you push it.
2. Equity raised at the holding company. Investors buy a share of the parent, which owns every business. You raise once and deploy across several deals instead of raising deal by deal. My view is that you raise before you find the deal, because raising after an LOI puts you under time pressure.
3. Seller rollover. The seller keeps part of the value as equity, either in the business sold or in your holding company. Rollover into the parent gives the seller a stake in the whole group and reduces the cash you need. It is a securities issuance, so confirm with securities counsel. See how rollover equity works.
4. Seller notes. Listings often advertise them: 20.4% of US listings offer seller financing, with median stated terms of 7% interest, three years and 30% of price. Closed deals use less. The IBBA reports seller financing under 10% of deal value, with sellers taking 83% to 92% in cash at close.
5. Earnouts, outside the SBA. Commonly 10% to 30% of value in the lower middle market. Only 63% pay in full, so sellers discount them.
6. Senior debt at the holding company. Once the group has combined cash flow and clean reporting, a bank can lend against the whole. Terms vary by lender.
7. Public stock. A listed holding company can pay sellers in shares and sell shares to raise cash. It is the currency that scales furthest and carries the most risk.

Worked example: deal three without the SBA

Assume a holding company whose businesses earn $2,000,000 of EBITDA. It buys a business with $1,000,000 of EBITDA at 4.5x, the 2024 GF Data median for companies worth $1 million to $10 million. The capital stack is illustrative.

1. Price: $1,000,000 x 4.5 = $4,500,000.
2. Seller note at 10% of price: $450,000.
3. Seller rollover into holding-company equity at 20%: $900,000.
4. Senior loan to the holding company against combined cash flow: $1,800,000.
5. Equity already raised at the holding company: $4,500,000 - $450,000 - $900,000 - $1,800,000 = $1,350,000.
6. Value after closing: GF Data's 2024 median for $10 million to $100 million companies was 6.5x. At 6.5x, the acquired $1,000,000 of EBITDA supports $6,500,000 of value: $2,000,000 more than was paid, before integration costs.

That gap is the holding-company argument: acquired profit bought at a lower multiple is worth more inside a platform valued at a higher one. The site's illustrative version is a business earning $1 million bought at 4x for $4 million, which supports $10 million of value inside a platform valued at 10x. Real multiples vary. Overpaying or failing to integrate destroys the gap.

When is public stock the right currency?

Public stock does two jobs no other source does. It pays sellers in something with a market price, and it lets the company raise new capital without going back to the same investors. A July 2026 study of more than 6,000 IPO registrations found that completing an IPO raises a firm's annual probability of making an acquisition by about 12 percentage points. About three-quarters of the extra deals were paid at least partly in stock. Sellers can generally resell restricted shares in a reporting company after six months, subject to conditions, which is a real path to liquidity. Confirm the details with securities counsel.

The risks are just as concrete:

• Performance. The same study found stock-paid deals underperformed cash deals by 20 to 30 percentage points over three to five years and were about 50% more likely to end in delisting.
• Dilution. Castellum, listed on NYSE American, paid more than 80% of a roughly $6.6 million acquisition in restricted stock. Its share count rose from about 53 million to about 94.6 million between March 2024 and March 2026, about 78% more shares.
• Failure. MBH Corporation, a UK holding company of about 19 businesses, delisted from AQSE in January 2024 and entered administration in February 2024.
• Cost. Audits, reporting and compliance are ongoing. See the ongoing costs of being public.

Our best outcome, not a typical one: a company went public with about $1.5 million of revenue at a $3.5 million starting valuation after raising about $100,000. Over seven years the founder made three acquisitions, including one that failed and was closed and one that succeeded. The founder sold the original business, moved to Nasdaq and sold the company for $240 million in cash. Treat it as proof the path exists, not as a forecast.

Most buyers should not go public. It fits a holding company with real earnings or a clear path to them, books an auditor can work with and a pipeline of acquisitions. Listing takes roughly six months by reverse merger or IPO and about ten months by direct listing; PublicFinancial covers the routes.

What sequence works for deals two through ten?

1. Deals one and two: SBA loans, ideally with the second as a Business Expansion at 1.15x coverage.
2. Before deal three: form the holding company, get the books audit-ready and raise equity at the parent.
3. Deals three to five: holding-company equity, seller rollover into the parent, seller notes and senior debt against combined cash flow.
4. Beyond that, if the earnings are real: decide whether public stock is worth its cost and risk. If you want that decision made in writing for your company, that is part of the Holding Company Playbook.

Where these numbers come from: SBA caps from the SBA and SOP 50 10 8.1 rules via Beancount; seller financing in listings from BigIdeasDB; closed-deal terms from the IBBA Market Pulse Q2 2026; earnouts via Livmo; GF Data multiples via Carry and Conquer; the IPO and stock-deal study from the CLS Blue Sky Blog; Castellum from jwatte.com; MBH from TheBusinessDesk. SOP 50 10 8.1 applies to loans numbered on or after October 1, 2026; lender practice under it is still settling and these are secondary summaries, so confirm current terms with your SBA lender.

Related questions

Do sellers actually accept stock?

Most want cash; sellers took 83% to 92% in cash at close in the IBBA's Q2 2026 data. Public stock is easier to accept than private stock because it has a price and a resale path. Private stock works mainly with sellers who want to stay involved.

Can I keep my SBA loans if the holding company later goes public?

Possibly, but a listing changes ownership and control. Expect to need lender consent, and confirm with your lender before you start. The issues are covered in what happens to SBA loans when the parent goes public.

Is selling to private equity an alternative?

Yes. A private equity platform pays cash and takes the integration risk. You give up the upside of owning the platform yourself. The trade-off is laid out in sell to private equity or build your own.

What comes next

Every source after the SBA starts with capital raised at the holding company, so the next question is how to raise it: How do you raise capital for a holding company before the first acquisition?

Related articles

• I already own a business. How do I finance buying a second one?
• Can I use an SBA loan to buy a second business?
• How do you pay a seller with stock instead of cash?
• Should a holding company go public, and at what size?
• How do you build a holding company for acquisitions?

Meraki Dealmakers is a service of Meraki Partners, LLC, an advisory firm. It is not a broker-dealer, investment adviser, business broker, law firm or accounting firm. This article is general information, not legal, tax or investment advice.