Deal Sources-and-Uses Builder

Use a sources-and-uses schedule for one timing point: the closing and immediate post-close funding need. SBA business-plan guidance treats funding needs, requested debt or equity, use of funds, and projections as separate parts of the financing request [1]. SBA 7(a) guidance also lists distinct loan purposes such as changes of ownership, working capital, current business debt refinancing, and equipment or supplies [2].

Uses are amounts the transaction must pay or reserve: purchase consideration, transaction and closing costs, debt payoff only when the closing funds that payoff, immediate working capital, immediate capital expenditures, and other one-time closing uses. Do not add ordinary monthly expenses separately if they are already inside the working-capital reserve.

Sources are proceeds available to meet those uses: buyer or company cash equity, ROBS-funded corporate equity, lender debt, seller financing, assumed debt only when it funds a listed use or forms part of closing, and other documented sources. Ongoing revenue is not a closing source.

Seller credits are handled as explicit contra-uses. They reduce a listed use and are not cash proceeds. Entering the same seller credit again as other sources would overstate funding.

Assumed debt is not always new funding. Count assumed debt as a source only when it directly funds a listed use or is part of the closing settlement. If old debt simply remains with the business and does not fund the closing ledger, leave it out and model it elsewhere.

Existing target cash can also be easy to double count. If the purchase price already reflects normalized working capital, do not also treat the same cash as a buyer source. If a closing statement explicitly leaves cash in the company to satisfy a working-capital requirement, document that treatment before entering it.

In a typical ROBS structure, available retirement assets roll into a qualified plan sponsored by a C corporation, and the plan purchases employer stock. The corporation receives the stock-purchase proceeds, while the plan holds employer stock [3] [4]. That is why the worksheet labels this line as ROBS-funded corporate equity rather than buyer cash.

This classification does not decide whether the ROBS transaction is properly structured, valued, documented, or administered. IRS materials identify case-by-case review, valuation, filing, prohibited-transaction, plan-operation, business-failure, bankruptcy, lien, and dissolution concerns [3] [4].

The builder is arithmetic. It does not calculate debt service or affordability, value the business, test SBA eligibility, approve lender equity injection, validate seller financing terms, recommend debt or equity mix, or decide purchase structure. Ongoing revenue is not a source, and post-close monthly operating expenses are not uses in this closing ledger.

It also does not provide legal, tax, accounting, fiduciary, ROBS, valuation, lender, or SBA approval advice. Review the actual purchase agreement, closing statement, lender term sheet, plan documents, corporate records, valuation support, and tax treatment with qualified professionals.