IC Investment Consulting USA M&A Advisory
Deal Structure Advisory · For Buyers

The Deal Structure Experts.

LOI declined. Loan stalled. Lender gone quiet. In almost twelve years of deals with SBA and conventional lenders, institutional buyers and large consulting firms, one thing stands out: deals die because of poor deal structure, not because the business or the buyer was bad. We build the structure a lender will fund, send it down the right financing path, or tell you quickly that it cannot be done.

Deal Reviews from $199 Talk to an Advisor
● Never on a deal we represent. We are not a lender.
What you walk away with

A document you can hand to the broker, the seller and the lender.

1A financeable structure. Price, equity injection, seller note and standby terms, earnout and working capital, built for the lender’s credit policy rather than the 80/10/10 template.
2The right financing path. SBA 7(a), conventional, or a combination, and which lender desk to take it to, chosen before the LOI goes out.
3A fast no when it will not fund. If the deal cannot be financed as presented, you hear it in days, not after three months and a declined loan.
12 Years
Structuring deals with lenders
100+
Deals reviewed in 2026
$100K to $50M
Deal sizes we structure
0
Reviews on deals we represent
Why Deals Die

Deals die because of poor deal structure. Not because the business was bad.

There is a lot of noise and “training” about the typical 80/10/10 SBA structure. Buyers and searchers follow it, and then the LOI comes back declined, the loan stalls at underwriting, or the lender stops answering after the second or third failed attempt. The business was fine. Their profile was fine. The deal was never bankable as written. Getting the right structure in place and taking it to the right lender is the difference between a quick no and a countersigned LOI, and both are worth having.

01

Price against what a lender will finance

Not what the seller asks or what the buyer can stretch to. The number a credit desk will carry at a coverage ratio it can defend, on each of the last three years, not only the best one.

02

Equity injection and the seller note

How much cash down, how much on a seller note, how long it sits on standby, and whether an earnout or a holdback belongs in the deal at all. Most declines trace back to this box.

03

Debt-service coverage, year by year

Lenders run coverage on every historical year, with working capital and the owner’s replacement salary included. A growing business priced on this year’s earnings fails on last year’s unless the structure accounts for it.

04

The right financing path and the right desk

SBA 7(a), conventional, a combination with real estate carved out, or a seller-financed bridge. Then the specific lender whose credit box fits the deal, so the file lands on a desk that has funded this kind of business before.

Two Ways to Work With Us

A written review of the deal, and time with the advisor who wrote it.

Most buyers read twenty or more CIMs before one deserves an offer. Send us the ones you are weighing. For each you get a written memo, then time with a senior M&A advisor to talk through them or anything else on your search.

01 — DEAL & CIM REVIEW☰

A two-page memo you can forward to your partner or your banker

Within two business days of receiving the CIM or broker summary, and tax returns if you have them, you get a written memo with a verdict, the red flags, the deal structure and financing path a lender will fund, and the questions to send back to the broker.

  • Verdict: pursue, pass, or pursue at a stated price range, with the reasons in plain language
  • Red flags: customer concentration, owner dependence, add-backs that will not survive diligence, lease and licensing issues
  • Deal structure: price, equity injection, seller note and standby terms, earnout or holdback, written as the terms to put in your LOI
  • Financing path: SBA 7(a), conventional or a combination, the SOP thresholds, and debt-service coverage on each historical year the way a lender runs it
  • Broker questions: the five to ten questions to send back before you spend another hour on the deal
02 — 1-ON-1 ADVISOR SESSIONS●

Coaching and deal review with a senior M&A advisor

Every session is with one of the firm’s two senior advisors, each with more than a decade of transactions across brokerage, lender diligence, institutional M&A and corporate finance. The firm’s deal record is shared, so whichever advisor you book has the same history behind them.

  • Walk through the memo and the structure before the LOI goes out
  • Offer strategy, seller-note and earnout negotiation, what to concede and what to hold
  • Which lender desk fits the deal, and an introduction for a real pre-qualification
  • Search strategy: where your criteria are too wide, too narrow, or unfinanceable
  • 30 or 60 minute video calls on Tuesday, Wednesday or Friday afternoons, Eastern
Packages

Two deal reviews, a structure for each, and an hour with an advisor, for $199.

Priced so you can run it on every serious listing. Pay by card, upload the CIM, read the memo, book your time.

Deal Review

Two deals, one hour

$199one-time

For a buyer with one or two listings on the desk right now.

  • 2 deal reviews, each a written memo in 2 business days
  • SBA financing fit check on each deal
  • 1 hour with a senior advisor, in one or two calls
  • Use within 60 days
Buy Deal Review, $199 Secure checkout by Stripe. The upload link and the booking calendar are on your confirmation page.
Save $100
Deal Review x2

Four deals, two hours

$298one-time, $149 per hour

For a buyer comparing several targets or circling back to one twice.

  • 4 deal reviews, each a written memo in 2 business days
  • SBA financing fit check on each deal
  • 2 hours with a senior advisor, split as you like
  • Use within 90 days
Buy Four Reviews, $298 Secure checkout by Stripe. The upload link and the booking calendar are on your confirmation page.
Active Search

Six deals a month, two hours

$399per month, cancel anytime

For searchers and search funds reviewing deal flow every week.

  • Up to 6 deal reviews per month, next business day
  • SBA financing fit check on each deal
  • 2 hours with a senior advisor each month
  • Unused reviews do not roll over
Subscribe, $399 a month Billed monthly by card through Stripe, cancel anytime. We confirm your search criteria on the first call. Prefer to talk first? Send a note.
HOW IT WORKS▶

Pay once, send the CIM, get the memo.

  1. Pick a package and pay by card through Stripe. Your confirmation page carries the upload link and the booking calendar; we also confirm by email within one business day.
  2. Send the deal. Upload the CIM or broker summary, and tax returns if you have them. No NDA problem: we sign the broker’s NDA when asked.
  3. Read the memo in two business days, next business day on the Active Search plan.
  4. Book your time with a senior advisor in 30 or 60 minute blocks on Tuesday, Wednesday or Friday afternoons, Eastern.

Not a loan approval. Investment Consulting USA is not a lender. The financing fit check tells you whether a deal is likely to clear an SBA credit desk and what would need to change if not. When it fits, we introduce you to a lender in our network for a real pre-qualification.

UNDER LOI OR UNDER CONTRACT?⚖

Deal structure engagements on a live deal.

If you already have an accepted offer, a declined LOI, or a loan that has stalled, the work is different: we rebuild the structure against the lender’s credit policy, write the terms for the amended LOI, and take the file to the desk that fits. Scoped and quoted after a short call.

  • Structure rebuilt against the lender’s actual credit tests
  • Seller note, standby, earnout and working capital terms drafted for the LOI
  • Lender introductions matched to the deal, not a list
  • Coordination with your attorney and CPA through closing
Ask for a Scope
Independence Policy

Never on both sides of a deal.

Investment Consulting USA represents sellers in its main practice. Deal Structure Advisory exists for buyers. The two never touch the same transaction, and we would rather lose a $199 review than put that in doubt.

  • We decline to review, coach on or structure any deal where Investment Consulting USA represents the seller.
  • We decline to work for a buyer who is under contract, or under LOI, on a business we represent.
  • We tell you before you pay. If a deal you send turns out to be one of ours, you hear it before any work starts and your review is not used up.
  • You pay us, nobody else does. On every other deal we sign the broker’s NDA when asked, we are paid only by you, and our fee never depends on whether you buy.
  • Quality of Earnings and appraisals come from Kerdai, the group’s independent QofE and appraisal firm, and never on a business we represent either.
Lenders We Have Worked With

In the past twelve months

Deals structured and placed with SBA and conventional desks, among many others:

  • Huntington Bank
  • Live Oak Bank
  • Climate First Bank
  • Milestone Bank
  • First Internet Bank
  • First National Bank
  • U.S. Bank
  • Banesco USA

Investment Consulting USA is not a lender and does not pre-qualify or approve loans. We structure the deal and introduce you to a lender in our network for the real pre-qualification. Lender names are firms we have worked with on client transactions; none endorses Investment Consulting USA.

Questions Buyers Ask

Before you send the next LOI.

The business was good and my profile was good. Why was my LOI declined or my loan stalled?
In our experience, most of the time because the deal was not bankable as written. The price was set against the seller’s hopes rather than against what a lender will carry, the equity injection or seller note did not fit the lender’s credit policy, the seller note was not on standby, or debt-service coverage failed on one of the historical years the bank looks at. Brokers decline LOIs they do not believe will finance, lenders stall files that fail a test they do not always explain, and after the second or third failed attempt many stop replying. None of that says anything about the business or about you. It says the structure needs to change before the next offer.
Is the 80/10/10 SBA structure the right one for my deal?
Sometimes, and far less often than the training courses suggest. Eighty percent bank debt, ten percent seller note and ten percent buyer equity is a starting template, not a rule, and every lender layers its own credit policy on top: how long the seller note must stand by, what counts toward the injection, how working capital and the owner’s replacement salary enter the coverage calculation, and how much of the price can be goodwill. The right structure depends on the business, the lender and the buyer, and it is usually settled in the LOI, not at the bank.
Is the SBA financing fit check a lender pre-approval?
No. Only a lender can pre-qualify or approve a loan, and we are not a lender. The fit check applies the tests an SBA credit desk will apply: program eligibility, the purchase price against the SOP thresholds for a valuation and a Quality of Earnings report, the equity injection and seller-note structure, and debt-service coverage on each historical year. It tells you whether the deal is likely to finance as presented and what would need to change if not. When a deal fits, we introduce you to a lender in our network who can run a real pre-qualification, usually within a few days.
Can I send any listing for a deal review?
Any listing from any broker, marketplace or direct outreach, with one exception: businesses where Investment Consulting USA represents the seller, because an opinion on a deal where we are paid by the seller is not independent. If a deal you send turns out to be one of them, we tell you before any work starts and your review is not used up.
What is a deal review, and when do I need a Quality of Earnings report instead?
A deal review works from what the seller has already published: the CIM or broker summary, the financial recap and, if you have them, tax returns. It is built for the search stage, when you are deciding which of several listings deserves your attention. A Quality of Earnings report tests the earnings against bank statements, tax returns and source documents once you are under LOI, and SBA lenders must commission one on acquisitions of $3 million or more. QofE reports and appraisals come from Kerdai, the group’s independent QofE and appraisal firm.
Who do I actually talk to?
One of the firm’s two senior advisors, Alejandra B. Barrera or Alfonso E. Moncada. There is no junior analyst layer. Read about both on the About page.

Send the deal before you send the LOI.

Two reviews, a structure for each, and an hour with a senior advisor, for $199.

See the Packages Ask a Question
Contact Us

Have a question first? Ask us directly.

Not ready for an estimate, or want to understand how we work before sharing any numbers? Send us a note. A senior advisor will reply privately, typically within one business day.

  • ✓ Strictly confidential: your information remains between us
  • ✓ No obligation, and no public listing of your business
  • ✓ A direct conversation with a senior advisor

Prefer to talk? +1 (561) 765-2303 · info@ic-usa.com

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