I'm working on live deal where the seller and broker have proposed a <19% rollover equity in lieu of a seller's note. The company is a C-Corp and I am getting more comfortable doing a stock sale, potentially taking advantage of 338h.

Based on Live Oak's partial change of ownership flyer, it seems like if the debt-to-worth ratio is no greater than 9:1 before the change of ownership, the equity injection may be waived.

Has anyone gotten a deal approved with this sort of structure (i.e. SBA 7a , <20% equity rollover, no equity infusion from searcher)? I'd imagine lenders still want to see buyer equity.

Thanks!