Over the past few years, a cottage industry of “acquisition entrepreneurs” has exploded on Instagram, TikTok, and YouTube. They sell courses promising to teach everyday people how to buy a business using “other people’s money,” leveraging sophisticated deal structures to acquire wealth overnight. The problem? The playbooks these influencers are selling are built for middle-market private equity deals, not Main Street businesses.
Real business brokers—the professionals who have actually been in the trenches closing deals for decades—are watching a wave of ill-prepared buyers flood the market. These course-taught buyers are creating friction for sellers, wasting everyone’s time, and in some cases, killing deals that should have closed.
If you are a buyer looking to acquire a Main Street business, or a seller wondering why the buyers you are speaking with seem completely disconnected from reality, here are five dangerous mistakes being sold by the “Instagram experts.”
1. Using an LOI Instead of a Standard APA on Main Street Deals
One of the most common pieces of advice from online courses is to submit a Letter of Intent (LOI) to lock up a business before spending money on diligence. While the LOI is a standard tool in the middle-market and private equity space, it is highly problematic for Main Street deals.
On Main Street, the standard practice is to use an Asset Purchase Agreement (APA) and go straight to contract. An LOI is generally non-binding and simply adds a full, unnecessary round of negotiation to the process. For a seller who is emotionally invested in their business, an LOI signals that the buyer is “not serious” or is merely fishing for information without real commitment.
Furthermore, introducing an LOI increases costs for the seller by requiring additional attorney review and adds significant time to the deal timeline. Real brokers understand that for businesses valued under $5 million, moving directly to a standard APA reduces friction, saves money, and keeps the momentum moving toward a successful close.
2. Pushing Earn-Outs on Main Street Sellers
Course creators love to talk about earn-outs. They pitch them as a brilliant way to bridge valuation gaps and shift risk onto the seller. In a middle-market venture capital or growth equity deal, an earn-out might make sense. On Main Street, it is a fundamental misread of the seller’s profile and a guaranteed deal killer.
The typical Main Street seller is between 55 and 65 years old. They have spent decades building their business, and a significant portion of their net worth is tied up in the company. When they sell, they want out, and they need liquidity immediately to fund their retirement, relocate, or start their next chapter.
After capital gains taxes are paid, an earn-out simply does not leave the seller with enough cash to live on. Moreover, it forces the seller to rely on the operational competence of a brand-new owner. If the buyer runs the business into the ground, the seller loses their earn-out. This adds unacceptable risk, friction, and legal complexity to the transaction. Real brokers structure deals for clean closes—typically a combination of cash and a short-term seller note—rather than performance-based contingencies.
3. Creating a Wave of “Buyer Slop”
The proliferation of online courses has created a phenomenon that the brokerage community refers to as “buyer slop.” These are unrealistic, ill-educated buyers who flood the market with inquiries but lack the capital or understanding to actually close a deal.
It is increasingly common for a buyer to show up with $50,000 in capital, attempting to buy a $2 million business using highly leveraged, creative financing structures they learned online. They attempt to apply middle-market deal mechanics to a local deli, landscaping company, or HVAC contractor.
The delta between Main Street ($500K to 5M) and the Middle Market ($5M to 100M+) is enormous. The deal structures, buyer profiles, financing requirements, and seller expectations are entirely different. This influx of unqualified buyers inundates brokers, wasting time that should be spent on serious inquiries, and frustrates sellers whose businesses get tied up with buyers who ultimately cannot secure funding.
4. Over-Reliance on SBA Financing as the Default Path
“Put 10% down and use an SBA loan for the rest.” This is the gospel preached by nearly every online business acquisition course. While SBA loans are an excellent tool in the right circumstances, treating them as the default path for every transaction is a massive mistake.
The reality of SBA financing is that it takes time—often 60 to 90 days or more—and requires extensive documentation from both the buyer and the seller. Many Main Street businesses, despite being highly profitable, do not qualify cleanly for SBA loans due to the way their financials have been historically managed for tax purposes.
Sellers on Main Street value certainty and speed. A delayed close caused by a drawn-out SBA underwriting process is painful. Brokers know exactly when an SBA loan is the right fit and when alternative structures, such as seller financing or an all-cash deal, are necessary to get the transaction across the finish line.
5. Misunderstanding the Seller’s Wealth Profile and Life Goals
Perhaps the most damaging mindset taught by Instagram gurus is the framing of every seller as a “motivated seller” who can be aggressively negotiated down. The courses teach buyers to look for distress and apply pressure to get a bargain.
This approach completely misunderstands the psychology of the Main Street seller. These individuals have built their businesses over 20 or 30 years. The business is not just an asset; it is their legacy and their retirement fund. Aggressive, impersonal negotiation tactics alienate these sellers immediately.
A seller who feels respected and understood is a seller who will close a deal. A seller who feels gamed, manipulated, or undervalued will walk away, even if the numbers technically make sense. Seasoned brokers understand the emotional journey of selling a life’s work and structure deals that respect the seller’s dignity and life goals.
The Bottom Line
The online courses may teach you the vocabulary of business acquisition, but a seasoned business broker teaches you the reality. If you are serious about buying a business, stop taking advice from influencers who make their money selling courses, and start working with professionals who make their living closing deals.
Michael Shea represents the Tampa Florida Transworld office. In business since 2005, he has established a reputation as a trusted business broker across Florida’s key markets- from Tampa to Orlando, Melbourne, and more. Over the past two decades, Michael and his team have closed over $1 Billion in sold business volume and presided over more than 450 transactions. His credentials include the IBBA Certified Business Intermediary®, and most recently, the prestigious Certified Exit Planning Advisor® (CEPA) credential. He is also a Florida Licensed Real Estate Broker and Business Brokers of Florida Board Certified Intermediary.