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The Year of Discipline | LoL #19

Shane Pierson, Stephanie Dunn & Brian Congelliere

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The Year of Discipline — Key Takeaways & Deep Dive

2025 was the year of volume — thin deals, minimal equity, and a hundred billion dollars in SBA-guaranteed loans flying out the door. 2026 is the year of discipline. The Lords are calling it: SBA lending discipline is no longer optional, and the days of buying a business with almost no cash are over. If you're planning to acquire a business this year, the 2026 SBA standards demand real skin in the game.

In this episode: Steph, Shane, and Brian sit down to dissect equity injection — what it really means, why thin deals are dying, and what responsible deal structure looks like heading into 2026. Shane drops the black card analogy for how lending shifted from unlimited access to "show me how you're paying this back." Brian walks through the balancing act underwriters face when evaluating how much equity is enough. And Steph makes the case that 2026 is a buyer's market, but only for buyers who come to the table with cash.


Key Takeaways

1. Ownership Isn't Deserved — It's Earned

For years, the name of the game was minimizing cash at closing. A hundred percent financing. Creative structures that let buyers walk into a business with almost nothing down. Credit boxes stretched. Deals got thin, thin, thin. And ownership felt easy — as long as the cash flow checked the box on a spreadsheet.

Guys, that era is ending.

The SBA pumped out a hundred billion dollars last year, and the corrections are already here. Thin deals are going away because they have to. Banks are hurting. Over-leveraging is real. And three sales professionals — people who make their living closing deals — are sitting here telling you that tightening is good. That should tell you something about how bad the over-extension got.

"Ownership isn't deserved. It's earned. For years, access to capital has expanded, credit boxes have stretched, structures have gotten creative, deals were thin, thin, thin, thin. That was the name of the game, right? A hundred percent financing. Or how could I buy a business with as little down and use as little cash as possible?" — Steph, Lords of Lending Episode #19

The shift in SBA lending discipline isn't about punishing entrepreneurs. It's about protecting them. When a borrower walks into a 95% leveraged deal with a 1.15x debt service coverage ratio, they have no margin for anything to go wrong. One bad month, one customer lost during the ownership transition, one unexpected expense — and they're drowning. Two or three months behind on payments and it becomes nearly impossible to catch up.

2026 SBA standards are pulling back to basics. And the basics say: if you want to own something, you need to actually invest in it.

2. The Black Card Just Got a Spending Limit

Shane's analogy cuts right to it. Think about 2025 as the friend at dinner who says "just put it on the black card." Unlimited. No questions asked. Open balance. Just throw it on there.

2026 is the friend who looks at the bill and says, "How are we paying this back?"

"2025 was kinda like the black card... just put it on the black card, right? Like just the un-unending, a complete open balance type of card. 2026 is more like you go to the friend that says, you know what, how are we gonna pay this back? There's limits now. There's caps to that card." — Shane, Lords of Lending Episode #19

The regulation changes aren't random. They're strategic responses to an over-leveraged market. Banks that were killing it in 2024 started seeing portfolios go sour in 2025. Credit teams that spent years approving everything started pushing back. The SBA itself began tightening program requirements — pulling back things that had been expanded in prior years.

For borrowers, this means the conversation has changed. It's not "can I qualify for a loan?" It's "can I show that I understand the debt and have a plan to service it while building something sustainable?" The borrowers who can rattle that off — who know their revenue projections, their cost structure, their runway — will still get deals done. The ones who say "I'll just open the doors and it'll happen" are going to find a much colder reception.

3. What Does a Fair Equity Injection Actually Look Like?

Brian's answer to this question reveals the tension at the heart of SBA underwriting. There's no single number that works for every deal. Fair equity injection depends on a balancing act of factors: cash flow, EBITDA, borrower experience, reserves, working capital, and how well the borrower can articulate their plan.

The SOP says 1.15x debt service coverage is the minimum. The SOP says 5% cash plus 5% standby seller note meets the equity injection requirement. But meeting the minimum and building a sustainable business are two very different things.

"So often we get business plans and it's like, oh, I'm gonna get, I'm gonna make all this money starting in month two. And our job so often is, okay, well spell that out for me. Show me how you're gonna do that. And the majority of borrowers have zero clue." — Brian, Lords of Lending Episode #19

The borrowers who get more flexibility are the ones who demonstrate real understanding. They can tell you their per-seat revenue, their customer retention rate, their first-year operating plan. They've done the homework. The ones who haven't? They need more collateral, more injection, better experience — something to offset the risk that they're walking into a business they don't fully understand.

Here's the deal. At 95% leverage with three months of working capital and a 1.15x DSCR, you're running on fumes from day one. One dip in sales during the transition — and there is always a dip during the transition — and you're in trouble. Shane's 10% test is the right framework: plan for 10% less revenue than the historical numbers in your first year. If the deal still works at that level, you're in decent shape. If it doesn't, the structure is too thin.

4. Seller Notes Are a Litmus Test — Use Them

The conversation keeps coming back to seller financing, and for good reason. A seller note isn't just a financing mechanism. It's a signal. A seller who's willing to carry 20-30% of the deal price on a note is telling you they believe in the business they're handing over. A seller who demands 100% cash and wants no connection to the business after closing? That's a red flag the size of a billboard.

Brian shared a structure one of his repeat borrowers uses: seller notes tied to the performance of the business. If the debt coverage ratio doesn't hit a certain target, the buyer doesn't have to make seller note payments for that period. It's a built-in protection mechanism — a 20-30% haircut the buyer can implement if the business underperforms during transition.

Shane brought the other side of it. He had a deal close recently where the borrower didn't push for a seller note. The seller turned out to have been difficult with customers. After the ownership transfer, key accounts saw their chance to leave. No contractual lock-in meant no retention guarantee. The new owner was suddenly cash-strapped, trying to resell himself to customers who wanted nothing to do with the business under the previous owner.

"Red flag! The guy is like absolutely unwilling to give even a little bit of a seller note. What the hell is wrong with that business? What is he hiding? What is inside of that dirty laundry that he hasn't told you about?" — Shane, Lords of Lending Episode #19

If the seller won't carry any risk in the transition, you need to ask yourself what they know that you don't. That refusal is information. Treat it as such.

5. 2026 Is a Buyer's Market — But Cash Is the Entry Ticket

Steph's closing prediction flips the conventional thinking. Yes, 2026 is shifting toward a buyer's market. More businesses are coming to market as the silver tsunami of baby boomer retirements accelerates. That means more inventory, more options, and more negotiating leverage for buyers.

But a buyer's market with no cash is just window shopping.

"It's a buyer's market, but it's also gonna be a come to the table with cash. And if you don't have cash, you can't be buying a business. I think those days are over, men." — Steph, Lords of Lending Episode #19

The 2026 SBA standards are pointing in one direction: back to fundamentals. Back to 20% down. Back to equity that means something. Back to balance sheets that show real ownership, not just a pile of debt with a business attached. The lending environment that allowed buyers to walk in with 5% cash and a prayer is being corrected — and Steph and the team think that correction is necessary and overdue.

For buyers with capital, this is actually good news. Less competition from undercapitalized acquirers. Better deal terms because sellers are facing a smaller buyer pool. And a healthier market overall because the deals that close will be structured to survive, not just to close.


What This Means for Business Buyers

Here's the deal. If you're serious about buying a business in 2026, start building your cash position now. The equity injection conversation isn't going away — it's getting louder. Come with at least 20% if you want to be competitive and set yourself up for the inevitable bumps in the road.

Demand a seller note. Tie it to performance metrics if you can. Plan for a 10% revenue dip in your first year and make sure the deal still pencils at that level. Build in working capital — not just the minimum your lender requires, but enough to survive three to six months of underperformance.

And stop thinking of business acquisition as a margin play. You're not buying a salary. You're buying a legacy — something that should be worth more when you're done with it than when you started. That requires real investment, real planning, and real discipline.



Frequently Asked Questions

What is the minimum SBA equity injection requirement?

The standard SBA equity injection requirement is 10% of the total project cost. This can be split as 5% from the buyer's own cash and 5% from seller financing on full standby (zero payments — no principal, no interest). However, the Lords and many experienced lenders argue that 10% is dangerously thin for most deals and that 20% is a more realistic target for long-term success.

What is a good debt service coverage ratio for an SBA deal?

The SBA SOP minimum is 1.15x DSCR, meaning the business generates $1.15 in cash flow for every $1.00 in debt service. Most experienced originators target 1.25x to 1.50x as a healthier range that provides genuine margin for error. At 1.15x, a single bad month can put the borrower underwater on debt payments.

Why are thin SBA deals dying in 2026?

Multiple factors are converging. Default rates rose throughout 2025 as thinly structured deals from prior years started failing. Banks absorbed losses and tightened credit standards in response. The SBA itself pulled back several program expansions. And originators on the front lines — people whose income depends on closing deals — are acknowledging that the tightening is necessary to protect both lenders and borrowers.

Should I ask the seller for a note when buying a business?

Yes. A seller note serves multiple functions: it reduces your total borrowing from the SBA lender, it signals that the seller believes in the business, and it gives you a built-in protection mechanism if the business underperforms during transition. A seller who refuses any note is a significant red flag worth investigating before proceeding.


Ready to Take the Next Step?

2026 demands discipline — from borrowers and originators alike. Our training program covers deal structuring, equity injection strategy, seller note negotiations, and the underwriting patterns that separate deals that close from deals that crash. Get started at learn.lordsoflending.com/pricing


This content is for educational purposes only and does not constitute legal, financial, or investment advice. Consult with a qualified attorney, CPA, and financial advisor before making business or financing decisions. Loan terms, rates, and programs are subject to change and vary by lender.

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