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!