Deal Stack Strategy: How to Fund Deals with Zero Down

Deal Stack Strategy: How to Fund Deals with Zero Down

Deal Stack Strategy: How to Fund Deals with Zero Down

YouTube player

When it comes to funding acquisitions, the dream is often to pay zero out-of-pocket. The good news? With the right strategies, you can bridge the funding gap using creative financing tools like seller financing and earnouts. This method, known as the deal stack strategy, allows you to leverage the business’s own assets to finance the purchase—no upfront cash needed.

What Is the Deal Stack Strategy?

The deal stack strategy involves combining multiple creative financing tools to structure an acquisition. The goal is simple:

  1. Meet the seller’s price and financing preferences
  2. Pay zero out-of-pocket by filling the “gap” with structured funding methods

The “gap” is the difference between the seller’s asking price and your desire to fund the deal without cash upfront. By stacking strategies—like seller financing and earnouts—you can close this gap effectively.

Two Key Categories of Zero-Out-of-Pocket Deals

  1. Self-Funding Acquisitions
    Use creative financing methods to structure the deal so the business pays for its own acquisition.
  2. Consulting for Equity (CFE)
    Provide services the business needs in exchange for equity and income, eliminating the need for cash.

In this blog, we focus on self-funding acquisitions and the step-by-step deal stack strategy.

A Real-World Example of the Deal Stack

Let’s look at a real deal for a custom stone fabrication business:

  • Asking Price: $2 million
  • Annual Profit (SDE): $604,000
  • Inventory Value: $586,000 (included in the price)
  • FF&E (Furniture, Fixtures & Equipment): $920,000 (included in the price)
  • Seller Financing: Available
  • Owner Absentee: Yes (management team in place)

This deal already checks several boxes: it’s profitable, the seller offers financing, and the business has significant assets to leverage.

Step 1: Start with Seller Financing

The seller has already indicated they are open to financing. Start by proposing 80% seller financing:

  • 80% of $2 million = $1.6 million

This takes care of a large portion of the asking price without requiring you to put down cash.

Step 2: Use an Earnout for the Remaining Gap

The remaining 20% gap ($400,000) can be covered with an earnout.

What is an Earnout?
An earnout is a performance-based agreement to pay part of the purchase price over time if certain conditions are met. Examples include:

  • Hitting sales or profit projections in years 2–4
  • Retaining key customers or employees
  • Achieving specific growth milestones

Why Use Earnouts?

  • They protect you if the seller’s projections aren’t met.
  • They allow you to defer payments, preserving cash flow.

By combining 80% seller financing and 20% earnout, you’ve structured a deal that requires zero out-of-pocket costs to acquire the business.

The Power of the Target Analysis Data Sheet

Before speaking with the seller, fill out a target analysis data sheet using the information available in the listing. In this example:

  • Inventory: $586,000
  • FF&E: $920,000
  • Profit: $604,000
  • Asking Price Multiple: 3.3x (asking price/profit ratio)

This analysis provides you with the confidence to create a funding strategy before even contacting the seller.

Step 3: Refining the Deal Stack

While your initial proposal combines seller financing and an earnout, it’s important to remain flexible. Sellers may not always accept the first offer, so having backup strategies is key.

Other Creative Financing Tools:

  • Asset-Based Loans: Use inventory or equipment as collateral for financing.
  • Accounts Receivable Financing: Borrow against outstanding invoices.
  • Supplier Financing: Negotiate extended terms with suppliers to preserve working capital.

With over 300 deal stack strategies available, you can adapt your approach to fit the seller’s preferences and business circumstances.

Why the Deal Stack Strategy Works

The deal stack strategy works because it aligns with both parties’ goals:

  1. The Seller: Gets a deal that meets their price and financing requirements.
  2. You (The Buyer): Acquire a profitable business with zero upfront costs and minimal risk.

Final Thoughts

The deal stack strategy is a proven way to fund acquisitions without using your own money. By leveraging seller financing, earnouts, and other creative funding tools, you can bridge the gap between the seller’s asking price and your goal of paying zero out-of-pocket.

Key Takeaways:

  • Start with seller financing (e.g., 80% of the purchase price).
  • Use earnouts to cover the remaining gap.
  • Analyze the deal before speaking with the seller to create a clear funding plan.
  • Remain flexible and have alternative strategies ready.

By mastering the deal stack strategy, you can confidently pursue acquisitions that grow your portfolio while minimizing financial risk.

Additional Business Acquisition Information Resources:


Ready to explore acquisition strategies that fit your needs?

Book a Free Strategy Session with the EPIC Network to discover customized solutions to support your success.

👉 Schedule Your Free Strategy Session Now

Picture of Meet Roland Frasier

Meet Roland Frasier

Roland Frasier is an investor and business strategist with over 1,000 acquisitions and exits completed for himself and his clients.

His current portfolio companies include real estate, restaurants, business and home services, events, eLearning, e-commerce, franchise and SaaS businesses.

He has been a principle of 6 different Inc. fastest growing companies and serves on the Stanford University Advisory Board for Global Projects and their Family Office Steering Committee.

He has been featured in Business Insider, Fast Company, Forbes, Entrepreneur, Inc, Yahoo Finance and has appeared on all major television networks.

Roland has interviewed Sir Richard Branson, Sarah Blakely, Arnold Schwarzenegger, Martha Stewart, Magic Johnson and other business celebrities, many on his award winning Business Lunch podcast.

Related Posts

Roland Frasier

When considering a rollup strategy, structuring equity and control effectively can be the difference between a successful acquisition and a failed one. In this blog post, I’ll break down a proven framework for equity distribution, seller retention, and the formation of a platform company based on real-world experience. What is a Rollup Strategy? A rollup strategy involves acquiring multiple businesses within the same industry and integrating them under a single platform company to increase efficiency and market value. The goal is to create operational synergies, streamline processes, and ultimately drive a higher exit valuation for all involved parties. Structuring Equity in a Rollup One of the most common questions I receive is: “How much equity should the seller retain after an acquisition?” The key to effective equity structuring lies in balancing control while keeping the seller engaged for future growth. Here’s how I typically approach it: Key Insight: Acquiring control upfront allows you to lead strategic decisions while retaining a motivated seller who has a vested interest in the company’s long-term success. The Role of a Platform Company in a Rollup A platform company serves as the foundation for future acquisitions and integrations. Here’s how it works: Pro Tip: Even before the deal closes, positioning the acquired company as the platform company strengthens your acquisition narrative and simplifies future negotiations. Communicating Day-One Changes with Sellers A common concern from sellers is how their business will operate post-acquisition. To ease these concerns, I emphasize continuity while establishing a long-term growth plan: By positioning the acquisition as a partnership for growth rather than a hostile takeover, sellers often feel more comfortable staying involved and supporting the rollup vision. Key Takeaways for a Successful Rollup Strategy Final Thoughts A successful rollup strategy is all about balance—controlling the deal while keeping sellers engaged for

Read More »
Roland Frasier

When structuring business rollup negotiations, mastering the art of strategic conversations can make the difference between closing a successful deal or facing objections. It’s about more than just presenting terms—it’s about guiding the other party toward a shared vision where they feel engaged and aligned with the outcome. Define the Outcome First Before entering business rollup negotiations or conversations, it’s essential to define your desired outcome. Ask yourself: For example, if your goal is to secure a seller’s involvement in a rollup with a 30% equity stake, build your conversation around that goal from the outset. Then, reverse-engineer your questions to gradually lead the seller toward embracing that vision. Ask Strategic Questions to Uncover Motivation Rather than stating your offer upfront, ask guiding questions that encourage the other party to reveal their own motivations. This approach builds trust and helps the seller convince themselves of the value of the deal. Sample Questions: By inviting them to share, you gain insights into their goals while subtly steering the conversation toward your desired outcome. Presenting a Term Sheet the Right Way Once you’ve identified motivations and established alignment, the next step is guiding the conversation toward a formal offer. Rather than presenting the term sheet as a final, unchangeable document, build it collaboratively. Key Tip: Develop a draft term sheet in advance that reflects the outcomes you’re aiming for, then ask targeted questions to encourage agreement on the key points. This allows the other party to feel they’re part of the decision-making process rather than having terms imposed on them. Engage Stakeholders with Inclusion When multiple stakeholders are involved, such as a business owner and their heirs, ensure you equally engage all parties. Dividing attention equally helps build rapport and ensures no one feels left out. Pro Tip: If a less vocal

Read More »
Roland Frasier

When approaching a business acquisition, addressing seller objections is often the key to moving the deal forward. Sellers may have concerns about financing, risk, or their future involvement, but effective strategies can turn these objections into opportunities. Here, I’ll walk you through how to navigate common hurdles, build trust, and close deals successfully. Identifying and Addressing Seller Objections Understand Seller MotivationThe first step in negotiations is determining if the seller is truly motivated. Sometimes, sellers appear hesitant, stating they’re only interested in upfront payments. In such cases, directly addressing their motivations can be enlightening. For example, saying, “It doesn’t seem like you’re ready to sell,” may prompt them to articulate why they need to move forward. This allows them to convince themselves, which is often more effective than you doing the persuading. Dealing with Financing and Seller ObjectionsSeller financing is a common sticking point. To reassure the seller, focus on the low likelihood of default and emphasize protections in place. Highlight that, in a worst-case scenario, they would regain ownership of an improved business, along with any payments made up to that point. Offering regular financial reports or setting performance covenants can further build trust. Exploring Creative SolutionsTo alleviate risk, consider offering: Building Trust and Confidence One effective tactic is reframing the seller’s focus. Instead of dwelling on the potential negatives, outline how the agreement benefits them: Final Thoughts Business acquisitions are as much about trust and relationships as they are about numbers. By proactively addressing seller concerns and offering creative solutions, you can move closer to a win-win outcome. Whether it’s negotiating seller financing, structuring performance incentives, or leveraging third-party services, the key is showing the seller that their concerns are heard and addressed. Key Takeaways on Overcoming Seller Objections Handling seller objections with empathy and creativity is essential

Read More »