I know the SBA rules are still in draft, but was curious how folks have been thinking about transaction structure in light of these rules. One thing on my mind is retaining a majority (with meaningful equity rollover from the seller).

To illustrate, let's say you are considering a $1mm acquisition ($1mm is Uses in all scenarios).

1. Traditional Funding Sources:
900k SBA
100k Searcher

2. 20% Rollover Sources
200k Seller
720k SBA
80k Searcher

3. Example Majority Ownership Scenario Sources
50k Seller Rollover
150k Seller Note
720k SBA
80k Searcher

As you'll see, searcher ownership in #1 - #3, are 100%, 29%, 62%, respectively.

I have a few thoughts to retaining a majority (#3 is one workaround that I was thinking through), but curious if others have run into this as well. Happy to discuss directly if easier. Thanks!