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Acquisition Down-Payment Calculator

Estimate how much cash a business acquisition may require at closing and immediately after closing. The calculator separates down payment, financing, transaction costs, working capital, other buyer-paid costs, and credits so a ROBS-funded buyer does not hide reserves inside the purchase price.

Transparent formula

Cash needed = down payment + transaction costs + reserves + other buyer costs − credits.

No approval promise

The result does not test lender approval, SBA eligibility, valuation, affordability, taxes, or ROBS suitability.

Browser-only inputs

No lead form, cookies, storage, accounts, or query-string persistence are used for calculator inputs.

Enter one acquisition cash-needed case

Use contract, lender, franchisor, and adviser numbers when available. The worksheet uses native FormData, does not save inputs, does not write local or session storage, and does not append query-string persistence.

Purchase price and down payment

Business or franchise purchase price before separate buyer-paid closing costs, reserves, or credits. Input accepts whole dollars, rounded to the nearest $1,000.

Planning percentage only. Enter 10 for 10%; this is not a universal SBA, lender, seller, or ROBS requirement. Input accepts one decimal place.

Optional override. Enter 0 to use the percentage. Use this when a term sheet specifies a dollar equity injection or cash contribution. Input accepts whole dollars, rounded to the nearest $1,000.

Transaction costs and reserves

Planning percentage for lender, escrow, transfer, diligence, legal, accounting, or other transaction costs when no dollar amount is known. Input accepts one decimal place.

Optional override. Enter 0 to use the percentage. Use documented buyer-paid transaction costs when available. Input accepts whole dollars, rounded to the nearest $100.

Immediate operating cushion needed after closing for payroll, inventory, rent, deposits, marketing, repairs, or transition losses. Input accepts whole dollars, rounded to the nearest $1,000.

Other buyer-paid cash uses not already included, such as franchise-transfer fees, initial inventory, equipment deposits, or professional retainers. Input accepts whole dollars, rounded to the nearest $100.

Documented seller, lender, or franchisor credits that reduce cash due from the buyer. Do not enter expected revenue here. Input accepts whole dollars, rounded to the nearest $100.

Total cash needed

$130,000

Modeled financed amount

$450,000

Cash as share of price

26%

Equation and substituted arithmetic

Total cash needed = down payment + closing/transaction costs + immediate working-capital reserve + other buyer-paid costs − seller or lender credits.

$500,000 × 10% + $500,000 × 3% + $50,000 + $15,000 − $0 = $130,000

Down payment

$50,000 (10%)

Uses the dollar override when entered; otherwise it multiplies purchase price by the percentage.

Closing and transaction costs

$15,000

Uses the dollar override when entered; otherwise it multiplies purchase price by the cost percentage.

Working-capital reserve

$50,000

Shown separately so reserve needs are not hidden inside purchase price or financing.

Credits applied

$0

Credits reduce modeled cash needed but do not prove they will be available at closing.

Assumptions and limits

  • The down payment is an input, not a universal lender requirement or approval signal.
  • Financed amount is purchase price minus the modeled down payment only; it does not test debt-service capacity, collateral, underwriting, valuation, or SBA eligibility.
  • Closing and other buyer-paid costs are planning placeholders for diligence, legal, accounting, loan, franchise-transfer, escrow, or similar acquisition costs when they apply.
  • Working capital is immediate post-closing cash need. Underfunded reserves can matter even when the purchase price is fully covered.
  • The result is educational arithmetic, not legal, tax, valuation, fiduciary, affordability, or financing advice.

How to use the result

Gather transaction-specific inputs

Use the purchase agreement, seller note terms, lender discussion, franchisor requirements, and adviser estimates. SBA explains that 7(a) financing can support changes of ownership and working capital, but the borrower works directly with a lender and eligibility depends on the business and loan facts [1].

Keep reserves visible

SBA startup-cost guidance emphasizes estimating funding needs and catching missing expenses before launch. A buyer should model immediate payroll, inventory, insurance, deposits, professional fees, and transition losses instead of assuming the acquisition price is the full cash need [2].

Separate ROBS structure from acquisition math

In a ROBS, rollover assets move into a qualified plan that purchases C corporation stock. IRS notes that plan operation, valuation, filings, and recordkeeping remain compliance concerns; arithmetic showing enough cash does not validate the ROBS arrangement or the acquisition [3].

Model debt service elsewhere

This tool shows only modeled financed amount. Monthly principal, interest, taxes, insurance, fees, covenants, and reserve requirements are separate from upfront cash; CFPB’s PITI explanation is one example of why payment obligations should not be collapsed into closing cash [4].

What the calculator intentionally does not decide

  • Whether a lender will approve the loan or require a specific equity injection.
  • Whether the business purchase price is supported by fair market value or due diligence.
  • Whether ROBS is prudent for the buyer’s retirement concentration and household risk.
  • Whether the transaction documents, plan documents, or corporate records satisfy legal requirements.
  • Whether seller credits, franchisor incentives, or lender credits will actually be available.
  • Whether post-closing cash flow can service debt and preserve reserves.

Frequently asked questions

What does this acquisition down-payment calculator measure?

It measures cash needed under the numbers entered: down payment, closing or transaction costs, immediate working-capital reserve, other buyer-paid costs, and credits. It also shows purchase price minus down payment as a simple financed amount.

Is the down-payment percentage a lender requirement?

No. The percentage is a user-entered planning assumption. Lenders, sellers, franchisors, and SBA-participating lenders may require different equity injection, collateral, reserves, or documentation based on the specific transaction.

Can ROBS funds be used with acquisition financing?

A ROBS-funded C corporation may provide capital that is used in a business acquisition, but the structure does not prove loan eligibility, valuation support, fiduciary prudence, or financing availability. The plan, corporation, lender, seller, and advisers must coordinate the transaction details.

Why separate working capital from the down payment?

A buyer can meet the purchase-price contribution and still be undercapitalized after closing. Keeping reserves separate makes payroll, inventory, transition losses, repairs, deposits, and early operating needs visible.

Does this calculate affordability or approval?

No. It does not evaluate cash flow, debt service, creditworthiness, collateral, SBA eligibility, valuation, taxes, legal structure, retirement concentration, or whether a ROBS is appropriate.

Sources

  1. SBA 7(a) loans. SBA states 7(a) loans can be used for changes of ownership, working capital, equipment, supplies, real estate, and multiple purposes; eligibility and repayment are handled through lenders, and SBA does not make 7(a) loans directly. Checked Aug. 13, 2026; page modified July 27, 2026.
  2. SBA Plan your business. SBA says startup-cost planning helps estimate funding needs, secure loans, attract investors, and catch missing expenses; it lists common costs including office space, equipment, communications, utilities, licenses, insurance, lawyers/accountants, inventory, and employee salaries. Checked Aug. 13, 2026; page modified July 30, 2026.
  3. IRS ROBS compliance project. IRS describes ROBS as rollover assets used by a plan to purchase new C corporation stock, warns determination letters do not approve operations, and identifies valuation, promoter-fee, filing, recordkeeping, bankruptcy, lien, and dissolution concerns. Checked Aug. 13, 2026; page last reviewed Nov. 16, 2025.
  4. CFPB PITI explanation. CFPB explains that loan payments can include principal, interest, taxes, and insurance, supporting the distinction between upfront cash needed and later payment obligations. Checked Aug. 13, 2026; page last reviewed Sept. 11, 2024.

Neutral next actions

Export or copy your inputs into the acquisition model you share with a lender, CPA, ERISA attorney, valuation professional, ROBS provider, and business adviser. Ask each reviewer which line items are missing, which credits are documented, and whether the post-closing reserve is sufficient for the specific business, rather than whether the calculator output is “approved.”