When acquiring a business, equipment is often a major part of the purchase price. Financing the equipment portion (separate from goodwill and real estate) can stretch the acquisition over 5-10 years and improve cash flow. Several financing structures work depending on the deal.
How equipment financing fits in a business acquisition
Typical business-acquisition financing structures:
- SBA 7(a) for the whole deal: up to $5M, covers goodwill + equipment + working capital + real estate. Single lender, single application.
- SBA 504 for real estate + 7(a) for working capital + equipment financing for equipment: three financing pieces for different asset categories
- Seller financing + equipment financing: seller carries part of the goodwill price; lender finances equipment separately
- Conventional bank loan + equipment financing: bank covers acquisition; equipment financed separately for tax/structure reasons
Why separate equipment financing in an acquisition
- Section 179 + bonus depreciation on the equipment portion: the equipment financing structure allows full §179 in year of acquisition (acquired equipment counts as “newly acquired” for §179 purposes)
- Lower blended rate: equipment financing rates may be lower than SBA 7(a) rates for the same buyer
- Faster closing on the equipment portion: equipment financing closes in 1-7 days; SBA takes 30-90+ days
- Asset-specific underwriting: equipment financing focuses on equipment value; broader acquisition financing has more general underwriting
Allocation in the purchase agreement
The purchase price allocation (PPA) in the asset purchase agreement determines which financing structure works for which portion:
- Goodwill: amortized over 15 years
- Equipment (Class V personal property): §179-eligible
- Real estate: depreciated over 39 years
- Inventory: cost of goods sold
- Customer lists and intangibles: amortized over 15 years
Working with your CPA to allocate purchase price favorably (more to equipment for §179, less to goodwill for slower amortization) is part of the deal structuring.
Example: $1.5M acquisition
Allocation:
- Equipment: $400K
- Real estate: $500K
- Goodwill: $400K
- Working capital: $150K
- Inventory: $50K
Financing structure:
- SBA 504 for real estate ($500K): $400K SBA + $50K bank + $50K borrower
- SBA 7(a) for goodwill + working capital ($550K): SBA-guaranteed loan
- Equipment financing for equipment ($400K): conventional equipment loan, §179 deduction
- Inventory: paid from working capital after closing
Considerations
- Lenders typically prefer all financing through one source (simpler closing, less coordination)
- If you want multiple financing sources, ensure each lender knows about the others (they’ll want to coordinate UCC priorities)
- SBA 7(a) acquisition loans often include the equipment, making separate equipment financing redundant
- For larger deals or where SBA rate disadvantage is meaningful, the separate structure can save
Apply for soft-pull pre-qualification at /apply/.
Last reviewed: May 27, 2026. Not tax or legal advice; consult professionals.
