Buy-Side Advisory 2025 Recap
2025 was a crazy year for buying a business.
It started with fear, tons of buyers pulling back, waiting to see what'd happen.
Lots of deals were still active in the market, but buyers had a lot of leverage to get deals under contract.
By the end of Q2 buying activity had picked up, but SBA SOP updates and the market started causing some turmoil.
The number of businesses we saw that that started flipping upside down was massive.
Not 5% or 10% differences, but dozens of companies showing +40% decreases in top line. Which means their profit margin was burning up.
And by the end of the year what we ended up with was:
hundreds of upside down businesses (we saw some go from $1M net average to sub $100k)
lots of deals still on market another whole year
lots of deals dying at closing and pushing back to market
lots of LOIs dying after all finances got into hand
What does it take to get a deal done in that environment?
More packages.
More vetting.
More outreach.
More offers.
More hands on deck to get a deal through to the finish line.
And our buyers got deals done regardless.
This year we brought on 158 buyers across 50.
And we had:
3 clients bow out of process due to changing balance sheets, meaning their personal financial statements fell below what'd be needed to get a deal done
2 clients terminated due to lying on their financial statements and misrepresenting their ability to buy
4 clients pause their deal sourcing due to health issues or unresponsiveness
And we removed 3 clients due to bad fits or being massively disrespectful to our team, brokers, lenders and various others.
Of those with us at least 6 months not within those above, 100% have been in offers and moving through process.
The most unfortunate is 2 deals that died at the closing table.
Both weeks away from closing, where the sell-side came back with unreasonable demands which caused the deals to die. Now back to deal finding mode.
Across 2025, we:
Sourced 171,190 deals for our partners
Analyzed, vetted and presented 4,124 full deal packages
Signed 294 offers
$43,562,742 of deals in lending moving through closing
All while maintaining one of the highest success rates in the industry. How?
Because we don't teach, we execute.
2025 Buy-Side Market Updates
This year was a big shift in deal structures, spearheaded by an election and economic uncertainty which combined to batter a recovering business landscape.
With more competition, generally worse business financials and many 'experts' in the space not learning the new lending changes quick enough - it lead to quite a tough market for buyers.
Some of the biggest shifts:
1) SBA SOP Changes
I won't cover them all here. We did another post all about the changes here instead:
But the summary - no more $0 in deals without an investor.
Instead, you can have a seller hold enough to decrease your down payment to 5%. Which can be covered by an investor under certain terms.
While many sellers and brokers complained about the new seller note structure needed to do this, all but 2 of our deals use this structure (10 year standby, meaning no payments on the note for 10 years).
So it's working fine and is already becoming common place across deals.
Especially in offsetting risk associated with what the market is showing.
2) Market Hammering Businesses
The amount of deals that had burning profit margins at the end of Q2 onwards was high.
Closest to what we've seen during 2020 and 2021.
The businesses that learned to pivot quickly and run fast towards changes - they did just fine. A small hit.
The ones who didn't, many of those aren't on market anymore or had their deals die multiple times over so far.
3) Even More Demand For Support In Getting A Deal Done
Buying a business isn’t as simple as picking one off a list. It requires:
Finding the right deal (which means sorting through thousands of bad ones).
Negotiating favorable terms that actually make sense.
Structuring financing to reduce risk and maximize cash flow.
This year was very similar to last year. We saw even more buyers moving away from DIY approaches and courses, realizing that having an experienced team handle everything from sourcing to closing is the difference between thinking about buying a business and actually owning one.
With the market continuing to reward those who know how to play a numbers game, execution became the deciding factor. Those who tried to figure it out themselves wasted months spinning their wheels. Those who worked with a real buy-side team got deals done.
And with how many of our clients are on their 2nd, 3rd or 4th deal - the system now runs like a well oiled machine.
Source the right opportunities
Turn "OK" deals into great deals through proper structuring
Minimize risk by reducing cash in the deal and getting ample working capital
Consistent communications from deal package in hand to closing to all parties involved (lenders, sellers, brokers and so on)
That 4 step system is what gets deals done.
2025 Success Stories: Deals We Engineered
Most of the deals we did this year started as average deals. We engineered them to be great deals. Here's just a snapshot of what went down this year:
Painting Contractor
20+ Year old business
Has operational manager in place and owner handles high level financial controls
$1.85M Purchase price
$1.572M SBA Loan
$92.5k Seller finance on 10 year term @ 7%
$185k buyer injection
Includes 1 month working capital
3 Months transition negotiated
$1.19M Cashflow / SDE
Non-Emergency Medical Transport
5+ Year old business
Owner handles billing
$1.25M Purchase price
$1.0625M SBA Loan
$125k Seller finance on 10 year standby, no interest or payments
$62.5k buyer injection
Includes working capital
3 Months transition negotiated
$450k Cashflow / SDE
Glass Manufacturing & Install Firm
9 Year old business
Owner handles back office oversight
$2.7M Purchase price
$2.16M SBA Loan
$270k Seller finance on 10 year term, no interest
$270k buyer injection
Includes working capital
6 Months transition negotiated
$1.484M Cashflow / SDE
Accounting Firm
8 Year old business
Owner handles payroll and financial oversight
$515k Purchase price
$386k SBA Loan
$77k Seller finance on 5 year term @ 5%
$52k buyer injection
$269k Cashflow / SDE
Creative Agency
9 Year old business
Owner handles back office oversight
$1.05M Purchase price
$840k SBA Loan
$157.5k Seller finance on 10 year standby, no interest
$52.5k buyer injection
Includes 3 months working capital
6 Months transition negotiated
$617k Cashflow / SDE
Full Service Marketing Agency
8 Year old business
Owner handles team management
$5.5M Purchase price
$4.7685M SBA Loan
$731.5k buyer injection
Includes working capital
3 Months transition negotiated
$1.2M Cashflow / SDE
Stone Fabrication & Install Firm
20+ Year old business
Owner hands off, GM in place
$4.65M Purchase price
$2.906M SBA Loan
$1.511M Seller finance on 10 year term, no interest
$233k buyer injection
Includes 3 months working capital
6 Months transition negotiated
$1.277M Cashflow / SDE
Fleet Rentals Company
10+ Year old business
Full team to handle operations, owner handles cash controls
$4.75M Purchase price
$950k via Secured Lending
$3.8M Seller finance amortized over 15 years
Includes 3 months working capital
6 Months transition negotiated
$1.2M Cashflow / SDE
Niche B2B SaaS
$1.3M purchase price
$452k cash flow
80% SBA
15% seller note on full standby for 10 years @ 6.5% interest accruing only
5% buyer injection
1 month working capital left on close
6 month transition included
Education Backed Software Company
5 Year old business
Full team that handles day to day, owners are hands off
$1.4M Purchase price
$300k via unsecured financing
$1.155M Seller finance amortized over 5 years
$0 in from our buyer
Includes +$250k in working capital
Includes takeover of zeroed credit lines that'll cover 2 months working capital
6 Months transition negotiated
$562k Cashflow / SDE
Interior Remodelling Company
30+ years in business
Well established team
$750k Purchase price
$637k SBA loan
$113k Seller finance w/ no payments first 2 years, amortized over 8 years
$0 in from our buyer
Includes +$100k in AR and deposits
Lender threw in another $200k in working capital
Over $60k in equipment in the business
12 Months transition negotiated
$331k Cashflow after debt service
Commercial printing company
30+ years in business
Semi-absentee owner
$700k purchase price
$600k SBA loan
$100k Seller finance w/ no payments first 2 years, amortized over 8 years and 0% interest
Includes +$120k in working capital as cash
Lender threw in another $100k in working capital
Over $500k in equipment in the business
Includes 3 months transition for free
$211k cashflow after debt service
Drywall and framing company
15+ years in business
Owner handles bidding
$1.299M purchase price
$1.13M SBA loan
$105k Seller finance w/ no payments for 10 years 0% interest
$65k Down payment from our buyer
Includes +$600k in inventory and equipment
Lender included $250k in working capital
Includes 3 months transition for free
$407k cashflow after debt service
And there were just so many more, it's just too much to type out in one sitting.
Ready To Do A Deal in 2026?
If 2025 proved anything, it's that volume and a team leads to getting a deal done. Not knowledge or trainings.
We saw it firsthand... While most buyers struggled, hesitated, or wasted time on DIY strategies, our partners closed deals that cashflow from day one...
Without putting a bunch of their money at risk.
In 2026, competition will grow. It always does.
Deals will move faster. They always do.
Lenders will tighten up. They already have started.
The only buyers who will succeed are those who take action with the right team behind them.
If you’re serious about buying a business this year, there are two options:
Keep 'learning' and waiting for the right moment - while others close deals and build wealth.
Work with a team that handles everything for you, so you actually own a business instead of just thinking about it.
If you’re ready to buy a business in 2026, let’s talk.
👉 Start the process now: https://resource.regaliscapital.com/process
