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How Small Capital Supports Your Acquisition Journey

The Search Fund & ETA-Driven Deals Approach

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How It Works

A searcher identifies a promising company, secures 60–80% senior debt, and seeks equity partners to close the funding gap.
 
  • Small Capital invests in redeemable preferred equity, usually 10–30% minority stake, earning post-debt free cash flow distributions.

  • Over 3–7 years, we achieve our target return (~2x) and our equity is redeemed into an Employee Ownership Trust (EOT).

  • During this period, a portion of our dividends is shared with employees, building an ownership mindset from day one.

Benefits to Searchers

Small Capital’s funding structure is designed to help searchers close deals with less risk, lower costs, and stronger long-term outcomes. By blending financial support with employee ownership principles, we create a win–win for you and the business you acquire.

  • Reduces capital burden and lowers personal risk.

  • Lower cost of capital than traditional equity, driven by productivity and retention gains from employee ownership.

  • Alignment of incentives  everyone in the business has a stake in success.

  • Builds a legacy of sustainable ownership, not just a financial transaction.

Market Fit

Our model is best suited for searchers who value ethical, sustainable growth and want to partner with an investor that shares those principles. It works especially well in industries and regions where stability, trust, and long-term relationships matter most.

  • Fastest-growing source of deal flow in the acquisition space.

  • Ideal for searchers seeking values-aligned equity partners and ethical exit strategies.

  • Particularly effective in durable, rural, or overlooked industries.

  • Supports transitions that keep ownership local and benefit employees from day one.

Benefits

By combining flexible capital with employee ownership principles, this model delivers financial, operational, and cultural advantages that traditional equity structures can’t match.

  • Reduces capital burden and risk for the searcher.

  • Lowers cost of capital versus traditional equity, thanks to productivity and retention gains from EO.

  • Employees receive profit share from year 1, boosting engagement and performance.

  • Aligns incentives between investors, operators, and employees for sustainable long-term success.

Employee Ownership Integration

Our model isn’t just about capital — it’s about building a culture of ownership from day one.

  • Part of our dividends are shared with employees early on.

  • Encourages engagement, retention, and long-term performance.

  • Prepares the business for a smooth transition to an Employee Ownership Trust (EOT).

Result: A high-performing, values-aligned team invested in the company’s success.

See if your deal fits

  • 10%
    increase in pay

    We underwrite to achieve a 10% increase in income for employees, directly tied to business performance.

  • $2M
    employee profit share

    We target at least $2M in increased income for your employees within 15 years, aligning their incentive with business performance.

  • 6X
    better longevity

    A company that converts to employee ownership has a 6X better chance of surviving 40 years.

Building Wealth for the Next Generation of American Small Business

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SmallCapital was founded to address the massive transition of small business ownership happening across America. With millions of owners approaching retirement and seeking succession solutions, we saw an opportunity to reimagine how these businesses change hands—creating structures that benefit acquirers, sellers, employees, and communities alike.

Our founders combine deep experience in fund management, entrepreneurship, and employee ownership implementation. We've witnessed firsthand how businesses with aligned incentives outperform their competitors, and how shared ownership creates resilience through economic cycles.

SmallCapital's mission is to create the most scalable platform for employee ownership transitions in America. We envision converting 50,000 businesses to employee ownership over time, creating meaningful wealth for over one million workers while preserving the legacy of successful small businesses.

01
Invest

Small Capital provides equity financing for small business acquirers planning for long-term ownership.

02
Own

We work together to pick the cost effective employee ownership format that works for your business.

03
Share

Small Capital receives a portion of free cash flow, sharing profits with employees. With each payment, we redeem a portion of our equity into employee ownership.

04
For Life

Your employees become co-owners, driving measurable improvements to margins, productivity, and retention.

Questions

Questions Searchers Ask About Our Performance-Enhancing Capital Model

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  • Unlike traditional search fund equity that relies on eventual exits (often 5-7 years), our structure focuses on ongoing distributions from free cash flow. We target similar overall returns (typically a 2x multiple) but achieve them through regular payments that simultaneously transfer our equity to employees. This creates better alignment and doesn't require a forced exit to generate investor returns.
  • We use redeemable, preferred equity that is transitioned to employee ownership as we receive distributions from free cash flow. Employees do not need to provide their own capital. 
  • We handle the complexity while you focus on operations. Working with technical assistance partners, we design and implement the appropriate structure concurrent with your acquisition closing. The implementation includes legal documentation, employee communication materials, and ongoing administration tools. We focus on low cost employee ownership structures.
  • Not at all. We regularly engage with searchers who have deals under LOI and even help renegotiate terms when beneficial. The ideal time to connect is when you've identified a target but before finalizing financing, allowing us to help optimize your capital structure. However, we can adapt to your timeline at any stage.

     

  • Because we redeem equity gradually through free cash flow and transfer ownership to employees, Small Capital provides a significantly lower overall cost of capital compared to traditional private equity. Specific costs depend on your business's cash flow and profitability, but our structure consistently reduces your financial burden relative to conventional equity and debt financing.
  • No. Our model is designed specifically for long-term operators who value control and stability. We never force premature exits or operational changes. You remain in control as CEO, operating the business according to your strategy, while our equity steadily converts into employee ownership, improving alignment and business performance.
  • Employee ownership is attractive to retiring sellers who want their legacy to continue. It reassures them that their employees will be rewarded and their business preserved. Highlighting employee ownership can differentiate your offer, making you more likely to win deals even in competitive situations.

     

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  • Yes, our equity is specifically designed to complement SBA and conventional lending. By lowering your overall debt burden, we help you improve debt-service coverage ratios and strengthen your overall financing structure.

manufacturing worker

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