HELP STRUCTURING DEAL WITH SBA LOAN AND EARNOUT OR ROLL-OVER EQUITY?

I am a self-funded searchre and am pursuing a deal (pre-LOI stage) where the seller's expectations of growth over the next several years are creating a valuation gap that he and I are trying to solve for. We are both open to the idea of using roll-over equity or making the final purchase price contingent on future operating performance (i.e. an earnout), or even using a royalty payment per unit sold to help bridge the gap. That said, I would like to use an SBA loan to finance as much of the cash due at closing as possible and have read that the SBA doesn't allow for rollover equity or earnouts. I was wondering if there were any creative structures that would allow me to finance the purchase via an SBA loan and also allow the seller to participate in some of the post-close growth of the business?



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