Which funding products does this apply to?

Term Loan, SBA Loan, Asset-Based Lending. Each has its own page listing the funders in this directory that offer it and what each one publishes about its terms.

Is this specific to trucking & logistics?

It is written around how a trucking & logistic business actually generates and collects cash, which is what makes its funding problem different. The mechanics transfer; the arithmetic may not.

The Find Me Funders research desk. Some drafting is AI-assisted, and every page that is says so at the top, including whether a person has checked its claims yet.

How do I know a figure here is right?

Where a page carries the green notice, its claims were checked against the sources listed at the end and a reviewer is named. Where it carries the amber one, nobody has verified it yet and you should confirm anything you plan to act on.

Are the examples real deals?

No. Every worked example is labelled illustrative and exists to show the arithmetic. What any particular lender charges is on that lender's page, where it publishes it.

Why do you never say what a typical rate is?

Because we cannot source it. A market average assembled from lenders who do not publish prices is a guess with a decimal point on it. Where a lender publishes a figure, we show that figure and say where it came from.

Is this financial or legal advice?

No. It is general information about how these products work. Outcomes depend on your contract and your state, and a lawyer or accountant licensed where you are is the person to ask about your situation.

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Asset purchase or stock purchase: what changes for financing?

Lenders prefer assets for reasons that also protect you. The exceptions are licences, leases and contracts that will not move.

By Find Me Funders research desk Updated 14 September 2026 984 words 4 min read

Drafted with AI assistance. Not yet independently checked. Nobody has verified the claims on this page against a source, so treat the figures and legal points as a starting point rather than as settled, and confirm anything you are about to act on. How we check things.

Does it matter for financing whether I buy the assets or the stock of a business?

Lenders prefer asset purchases because the buyer takes clean title to specified assets, leaves most historical liabilities behind, and the lender gets a first lien on a new entity with no legacy filings. Stock purchases are used when something valuable will not transfer — a licence, a lease with an anti-assignment clause, a contract with novation problems — and they require deeper diligence because you inherit everything, including liabilities nobody has found yet. Asset purchases also usually produce a step-up in the depreciable basis of the assets, which is a real cash-tax difference worth quantifying with your accountant before you choose.

The structure question gets treated as a tax question and decided by accountants. It is also a financing question, and the financing constraints often decide it before the tax analysis is finished.

Why lenders prefer an asset purchase

Clean collateral.The buyer forms a new entity, buys specified assets, and the lender takes a first-position lien on a company with no history of filings. In a stock purchase, the entity keeps every UCC-1 ever filed against it, and each one must be located, paid off and terminated before the lender has clear priority. See how to remove a UCC filing after payoff.

Fewer inherited liabilities.An asset buyer generally does not assume debts, judgments, employment claims or tax liabilities except those specifically assumed. Generally — there are exceptions, including successor liability doctrines that vary by state and can apply to certain taxes, environmental obligations and, in some circumstances, employment matters. It is narrower exposure, not zero exposure, and the specifics are state-law questions worth an hour of local counsel's time.

A cleaner file.A new entity with a clean UCC search, a new EIN and an opening balance sheet is simpler to underwrite than a company with fifteen years of history, some of which is being disclosed for the first time during diligence.

Basis.In an asset purchase, the purchase price is generally allocated across the assets acquired, and the buyer depreciates or amortises from that allocated basis. In a stock purchase, the buyer inherits the seller's existing basis and gets no step-up absent a specific election.

Illustrative only —a 1,100,000 asset purchase allocated 260,000 to equipment and 690,000 to goodwill. The goodwill amortises over fifteen years, producing 46,000 a year of deductions; at a 25 per cent effective rate that is about 11,500 a year of cash tax difference, or roughly 172,500 over the period, before the equipment depreciation is counted at all. In a stock purchase of the same business, none of that exists. Have your accountant compute it on your actual numbers and your actual rate; it frequently exceeds the price difference the parties are arguing about.

When a stock purchase is required anyway

Licences that do not transfer. Liquor licences, some healthcare provider numbers, certain transport authorities and various state professional licences attach to the entity. Re-applying can take months or may not be possible for a new applicant.
Leases with anti-assignment clauses. A below-market lease with years to run is often the most valuable asset in a small business, and a landlord can withhold consent to an assignment or use it to extract a rent increase. A change of ownership at entity level may not trigger the clause — but many leases now include change-of-control provisions precisely to close that gap. Read the actual lease.
Contracts that cannot be novated. Long-term supply agreements, government contracts, franchise agreements and some customer contracts. A contract assignment requires the counterparty's agreement; in a stock purchase the counterparty is unchanged, unless the contract has a change-of-control clause.
Employment continuity. Where re-hiring the workforce would trigger notice obligations, break accrued entitlements, or disrupt certifications tied to individuals.
Seller tax preference. Sellers usually prefer stock sales for tax reasons and will price the difference. That is a negotiation, not a constraint.

What changes in the financing mechanics

In an asset purchase, the lender lends to your new entity, which uses the funds to buy assets, and takes a security interest in those assets plus everything acquired later. Straightforward.

In a stock purchase, the lender is funding the purchase of shares, which are not collateral a commercial lender wants. The fix is structural: the acquired company guarantees the loan and pledges its assets to secure it. This requires corporate authority, resolutions, and attention to whether the company can lawfully guarantee debt incurred to buy its own shares. Expect more documents, more conditions precedent, and a longer closing.

Also expect the lender to require, in a stock purchase:

A full lien, judgment and litigation search on the target entity, and payoff letters for anything found.
Tax clearance certificates from the relevant state agencies, where available.
Broader representations and warranties from the seller, and often an escrow or holdback against them.
Sometimes a longer seller note on standby, because there is more unknown risk.

The diligence difference

In a stock purchase you buy the history. That means payroll tax filings, sales tax returns, workers' compensation classifications, employment claims, product liability exposure, environmental conditions, and any contract signed by anyone in the past. Diligence is deeper, longer and more expensive, and some of it cannot be completed with certainty.

In an asset purchase, diligence still matters — you still care whether the equipment works, the customers stay and the revenue is real — but the tail risk is narrower.

How to decide

List what will not transfer. Licences, leases, contracts, permits, certifications. If anything essential is on the list, you may have no choice.
Ask the lender which structure they will finance and what conditions attach to each. Do this before the letter of intent.
Have your accountant price the basis difference across the expected holding period.
Price the risk difference. If a stock purchase is required, the price should reflect the inherited liabilities, and the agreement should carry an escrow or a set-off against the seller note.
Read the lease and the top five customer contracts for change-of-control clauses before assuming a stock purchase avoids consent requirements. It often does not.
Get the payoff and termination plan for every existing lien written into the closing checklist, whichever structure you use.

Refuse to close a stock purchase without tax clearance where the state issues it, and refuse to rely on a verbal assurance that a licence will transfer. Get the regulator's position in writing before the money moves.

Where this applies