Passive Investor Deal Structures for SBA-Backed Acquisitions
I'm curious how other searchers structure partnerships with passive equity investors for SBA-backed acquisitions. Assume the following: - The searcher is responsible for sourcing, negotiating, and closing the acquisition. - The searcher personally guarantees the SBA loan. - The searcher contributes approximately 20% of the purchase price as equity and operates the business full-time after closing. - A passive investor contributes approximately 19% of the purchase price as equity (remaining below the SBA personal guarantee threshold) and is not involved in day-to-day operations. For those who have completed deals like this, what does a typical structure look like for the passive investor? Specifically, I'm interested in: - What percentage of equity is typically offered? - Is a preferred return common? If so, what is a typical rate? - Is there usually a profit-sharing waterfall or promote? - What level of board representation or governance rights do investors receive? - What major decisions typically require investor approval? - Are there any other terms you've found important to align incentives while allowing the operator to move quickly? I'd appreciate hearing from anyone who has structured or invested in SBA-backed search acquisitions and can share what you've seen in the market. Thank You!