I have a deal where the owners will be retiring in the next 5 years, but they would like to stay on and manage the company. They are just looking to take out some equity (I would buy 80% of the company) to pay off their 7a, which includes real estate (which I would not be buying).

Is there a creative way to get around the SBA rules that:
1. You have to buy 1o0 percent of the company
2. The owners have to leave after 1 year max

A couple of thoughts:
I could implement a phantom stock program or profit sharing to allow them to participate in the potential equity gains.
There are actually two companies here that operate as one. So I could buy one, then merge the other together with it? As in, value the one company at 80% of the total, I buy 100% of that, then merge the two together so they now have 20% of the whole, and become owners in the new org?