06/03/2026
Giving away equity can solve a funding problem.
But it can also create a control problem.
When investors come into the deal, ownership gets diluted. Profits may get shared. Decision-making can get more complicated. And the original buyer may lose some of the freedom that made them want to own the business in the first place.
That is why Pari Passu financing can be useful for the right lower middle market acquisition.
Instead of giving up a percentage of the company, a buyer may be able to use a combination of:
• SBA 7(a) financing up to the exposure limit
• A conventional note in Pari Passu position
• Seller financing
• Buyer equity injection
This can help create a larger capital stack without immediately turning to outside equity.
It is not for every deal.
The business still has to make sense. The cash flow has to support the structure. The buyer has to be qualified. The numbers have to work.
But when they do, Pari Passu can give acquisition buyers another option before they start giving away ownership.
For business owners, buyers, and brokers working on larger acquisition deals, this is a structure worth understanding before assuming equity is the only path forward.
Learn more: https://ow.ly/GKub50Z4K4Q