EIDL Assumption + SBA 7(a) + QSBS — Asset Purchase Workaround?

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April 02, 2026

by a searcher from University of Southern California in Miami, FL, USA

Evaluating an acquisition where the seller has a ~$2M EIDL at 3.75% with ~26 years remaining. Assuming it saves us ~$170K/year vs. refinancing at current rates. The target is currently an S-Corp. We strongly prefer an asset purchase to avoid inheriting any unforeseen liabilities, legal obligations, or contingencies tied to the seller’s entity. However, under an asset purchase the EIDL stays with the seller’s entity and we lose the ability to assume it. Has anyone found a workaround that lets you do an asset purchase (or get equivalent liability protection) while still assuming an existing EIDL? Or is a stock purchase with strong reps, warranties, and an indemnification escrow the only realistic path here? Separately — if we go the stock purchase route and acquire the S-Corp through a newly formed C-Corp holding company, would the holding company’s stock qualify as QSBS under Section 1202? The S-Corp itself can’t issue QSBS, but curious if anyone has structured an acquisition this way to preserve QSBS eligibility at exit. Also curious if anyone has navigated the SBA 7(a) intercreditor arrangement with an existing EIDL in a stock purchase. Appreciate any insight.
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Reply by a lender
from Eastern Illinois University in 900 E Diehl Rd, Naperville, IL 60563, USA
From an EIDL loan perspective, the SBA provided guidance that if the seller is getting a payout at closing, whether a stock or asset purchase, the SBA really wants the EIDL loan repaid. The cases where I have seen the EIDL get assumed have been stock purchases where the seller was not really getting much if anything and someone new was taking over the business. In those cases I believe the SBA did the assumption in hopes of getting paid rather than see the business fail. I hope this makes sense. Good luck.
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Reply by a searcher
from University of Florida in Miami, FL, USA
Following!
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