SBA 7(a): Can Seller Consideration Be Tied to Future Performance if Buyer Puts 25%+ Equity?
recently started my acquisition search and am trying to better understand SBA 7(a) deal structuring before submitting a non-binding indication of interest or LOI.
My question is about seller financing / seller notes tied to future performance.
If the buyer is willing to put in more than 25% equity in cash, and is not relying on the seller note to satisfy the SBA-required equity injection, can part of the seller’s consideration still be structured based on future business performance?
For example, instead of paying the full business price at closing, could a portion be paid to the seller later only if the business maintains certain revenue, EBITDA, or customer-retention performance?
I understand SBA rules have changed around seller notes used as equity injection. But I am trying to understand whether a performance-based seller portion is possible when the buyer is already contributing substantial cash equity.
Would SBA lenders typically view this as an earnout, seller note, contingent purchase price, or something else? And is there a structure that is generally more acceptable to lenders?
Any guidance from SBA lenders, brokers, attorneys, or searchers who have closed similar transactions would be appreciated.
Thank you,