Why Your Acquisition Proposal Matters More Than You Think
When you find the right business to buy, your acquisition proposal — often formalized as a Letter of Intent (LOI) — is your first and best opportunity to convince the seller that you’re the right buyer. In competitive situations, the strongest offer doesn’t always win. The best-presented, most credible offer does.
Business sellers aren’t just looking for the highest price. They’re looking for certainty of closing, fair treatment of their employees, continuation of their legacy, and a buyer who won’t waste months of their time only to have the deal fall apart. Your acquisition proposal needs to address all of these concerns while positioning you as the most qualified and prepared buyer in the room.
This guide will show you exactly how to write a business acquisition proposal that sellers take seriously — and accept.
Understanding What Sellers Really Want
Before you write a single word of your proposal, you need to understand the seller’s perspective. Most business sellers have spent years — often decades — building their company. The sale represents not just a financial transaction but an emotional milestone.
The Seller’s Core Concerns
- Financial security: Will they receive the agreed-upon price, on time, with minimal risk of deal failure?
- Employee welfare: Will their team be treated fairly? Many sellers feel deep loyalty to long-time employees.
- Business legacy: Will the buyer continue the business successfully, or run it into the ground?
- Clean transition: Will the closing process be smooth and professional, or a drawn-out nightmare?
- Certainty of close: Is this buyer actually able to secure financing and close the deal?
- Confidentiality: Will the sale remain confidential until the appropriate time?
Every element of your proposal should directly or indirectly address these concerns.
Structuring Your Acquisition Proposal
A professional acquisition proposal typically follows a specific structure. Here’s a comprehensive framework:
1. Executive Summary
Open with a brief, compelling overview of who you are and why you’re interested in this specific business. This isn’t a generic form letter — it should demonstrate that you understand the business, its market, and its value.
Include:
- Your name and background
- Why this business appeals to you specifically
- Your vision for the business under your ownership
- A summary of your proposed terms
2. Buyer Background and Qualifications
This section establishes your credibility. Sellers want to know they’re dealing with a serious, capable buyer.
- Professional experience: Highlight relevant industry experience, management roles, and business ownership history
- Education and certifications: Relevant degrees, industry certifications, or specialized training
- Financial capability: A high-level indication that you have the resources and financing lined up (without revealing exact net worth details at this stage)
- Track record: Previous successful business ventures, acquisitions, or relevant achievements
3. Proposed Purchase Price and Terms
This is the heart of your proposal. Be clear, specific, and fair:
- Offer price: State your proposed purchase price. If it’s below asking, explain your reasoning based on financial analysis — not just “I think it’s worth less.”
- Deal structure: Will this be an asset purchase or stock purchase? (Most SBA deals are asset purchases.)
- Payment structure: How will the price be funded — SBA loan, equity injection, seller financing? Be specific about percentages.
- Seller financing request: If you’re asking the seller to carry a note, specify the amount, interest rate, term, and standby requirements (SBA requires seller notes to be on full standby).
- Earnout provisions: If part of the price is contingent on future performance, detail the metrics and payment schedule.
4. Due Diligence Timeline
Provide a realistic but efficient timeline for completing due diligence. Sellers don’t want their business tied up for six months. A typical SBA acquisition due diligence period is 30-60 days.
- Start date for due diligence
- Key milestones and deadlines
- Expected SBA loan processing time (typically 45-60 days after submission)
- Projected closing date
5. Transition Plan
Show the seller you’ve thought about how the transition will work:
- Requested training period from the seller (typically 2-4 weeks, sometimes longer)
- Your plan for communicating the ownership change to employees, customers, and vendors
- How you’ll handle the seller’s ongoing involvement (if any)
- Your approach to retaining key employees
6. Proof of Financing
This is where many buyers fail. Saying “I’ll get an SBA loan” isn’t enough. Sellers and their brokers want evidence that you can actually secure the financing needed to close.
The most powerful tool here is a pre-qualification letter from a reputable SBA lending source. More on this below.
7. Confidentiality and Exclusivity
Address the seller’s confidentiality concerns directly:
- Confirm you’ll maintain strict confidentiality throughout the process
- Request a reasonable exclusivity period (30-90 days) during which the seller won’t negotiate with other buyers
- Specify how confidential information will be handled and returned if the deal doesn’t close
Standing Out in Competitive Bid Situations
Quality businesses attract multiple buyers. When you’re competing against other offers, here’s how to differentiate yourself:
Speed and Professionalism
Submit your proposal promptly. If a seller or broker shares information on Monday, don’t wait until the following week to respond. Quick, professional responses signal that you’re serious and organized.
Personal Connection
Whenever possible, meet the seller in person before submitting your proposal. Building personal rapport can be the deciding factor when offers are financially similar. Sellers want to hand their life’s work to someone they trust and like.
Flexibility on Terms
Sometimes you can win a deal not by offering the highest price, but by offering the most flexible terms:
- Accommodating the seller’s preferred closing timeline
- Offering a consulting agreement post-sale (giving the seller income and involvement during the transition)
- Being flexible on asset allocation to benefit the seller’s tax position
- Agreeing to retain all employees for a specified period
Clean, Simple Offers
Sellers and their advisors are wary of overly complex proposals with dozens of contingencies. The cleaner and simpler your offer, the more attractive it is. Remove unnecessary conditions and focus on the essentials.
Strong Financing Credentials
Nothing kills a deal faster than a buyer who can’t close. Demonstrate your financing capability upfront with a pre-qualification letter, proof of funds for the down payment, and a clear explanation of your funding plan.
How a GoSBA Pre-Qualification Letter Strengthens Your Offer
A pre-qualification letter from GoSBA is one of the most powerful tools you can include in your acquisition proposal. Here’s why it makes such a difference:
What It Communicates to Sellers
- You’re financially vetted: GoSBA has reviewed your financial profile and confirmed you can qualify for SBA financing at the proposed deal size
- You have lender access: With a network of 50+ SBA lenders, GoSBA can match your deal to the right lender quickly — no single-lender risk
- You’re working with professionals: Sellers and brokers recognize GoSBA’s reputation, having facilitated $320M+ in SBA funding in 2025 alone
- The deal will move quickly: GoSBA’s process is streamlined, reducing the risk of delays that kill deals
Why It’s Better Than a Bank Pre-Qualification
A pre-qualification letter from a single bank means exactly one lender has expressed preliminary interest. If that lender declines, you’re starting over. A GoSBA pre-qualification represents access to 50+ lenders, meaning even if one lender doesn’t fit, alternatives are immediately available.
Business brokers understand this distinction and consistently prefer buyers backed by established SBA lending networks over those relying on a single bank relationship.
Common Proposal Mistakes That Get You Rejected
Avoid these common errors that immediately weaken your proposal:
Lowball Offers Without Justification
Offering significantly below asking price is fine — if you can support it with financial analysis. An unjustified lowball offer insults the seller and gets your proposal discarded immediately. If you believe the business is worth less than the asking price, show your work: adjusted cash flow analysis, market comparables, identified risks that affect valuation.
Vague Financing Plans
“I plan to get a loan” tells the seller nothing. Specify your financing plan: SBA 7(a) loan for X%, equity injection of Y%, seller note of Z%. Include your pre-qualification letter and proof of down payment funds.
Excessive Contingencies
Every contingency in your proposal is an escape hatch — and sellers know it. While reasonable contingencies (financing approval, satisfactory due diligence, lease assignment) are expected, piling on unnecessary conditions signals that you’re not committed.
No Timeline
A proposal without a clear timeline leaves the seller wondering if the process will drag on indefinitely. Provide specific dates for due diligence completion, loan submission, and projected closing.
Ignoring the Seller’s Priorities
If the listing or broker has shared what’s important to the seller (e.g., employee retention, maintaining the business name, a specific closing date), address those priorities directly in your proposal. Ignoring them suggests you either didn’t listen or don’t care.
Poor Presentation
Your proposal is a reflection of how you do business. Typos, disorganized formatting, and vague language all work against you. Take the time to make your proposal professional, clear, and well-organized.
The Proposal-to-LOI Pipeline
Understanding where the acquisition proposal fits in the overall process:
Stage 1: Initial Interest
You express interest in the business, sign a Non-Disclosure Agreement (NDA), and receive the Confidential Information Memorandum (CIM) or financial package from the broker or seller.
Stage 2: Preliminary Analysis
Review the financials, visit the business (if possible), and determine if the opportunity matches your criteria and budget.
Stage 3: Acquisition Proposal / Letter of Intent
Submit your formal proposal outlining your offer, qualifications, and terms. This may be structured as a formal LOI or as a detailed proposal letter.
Stage 4: Negotiation
The seller may accept, reject, or counter your proposal. This negotiation phase may involve several rounds of back-and-forth on price, terms, and conditions.
Stage 5: Signed LOI and Due Diligence
Once both parties agree on terms, a formal LOI is signed, and the due diligence period begins. This is typically when your exclusivity period starts.
Stage 6: SBA Loan Process
With due diligence underway, you simultaneously work with your SBA lender to submit and process the loan application.
Stage 7: Closing
All conditions are met, documents are signed, funds are disbursed, and the business changes hands.
Why GoSBA Clients Win More Deals
At GoSBA, we don’t just help you get an SBA loan — we help you present yourself as the strongest possible buyer from day one. Here’s what sets our clients apart:
- Pre-qualification letters that carry weight: Our letters are recognized by brokers and sellers nationwide because they’re backed by a 50+ lender network and $320M+ in funded deals
- Free business plan and projections: Every GoSBA client receives a professionally prepared business plan and financial projections (valued at $2,500-$5,000) that demonstrate your seriousness and analytical capability
- Expert deal guidance: Our team has seen hundreds of acquisition proposals — we know what works and what doesn’t
- 100% free service: GoSBA never charges borrowers, so you can invest your resources where they matter most
- Speed: We move fast, which means your financing is lined up while other buyers are still shopping for a lender
Make Your Next Offer Your Best Offer
A strong acquisition proposal can be the difference between securing your dream business and watching someone else buy it. By understanding what sellers want, structuring your offer professionally, and backing it up with credible financing, you put yourself in the best possible position to win.
Don’t go into negotiations unprepared. Get pre-qualified with GoSBA before you submit your next acquisition proposal, and show sellers that you’re the serious, well-funded buyer they’ve been looking for.
Contact GoSBA today for a free pre-qualification and get the competitive edge you need to win your next deal.
