seeking advice - deal ready to close, affected by new SBA SOP
May 14, 2025
by a searcher from University of Miami in Brooklyn, NY, USA
UPDATE: We have a new potential structure that is an improvement over original. Seller willing to finance 75% of the deal on highly favorable terms. If I can source $200k-$300k via bridge loan quickly, then we should be able to close in the next 2 weeks. Is anyone familiar with this type of financing for an asset-light business (residential interior design)?
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I have been under LOI since early March. The business has moved through underwriting nicely with one exception - the seller's CPA did not properly file S-corp election paperwork for 2023/2024, which means there are no tax transcripts available (only the returns themselves) and thus unable to close SBA financing until remedied.
The deal is otherwise about ready to go - we have a purchase agreement, complete financial due diligence, and other necessary pieces put together. Realistically ready to close in the next 2-3 weeks. It's a small deal, very comfortable terms:
$1.6m EV. Buying 87.5% for $1.4m, 12.5% rollover (asset sale). $1.15m senior debt, $200k seller note standby for 2 years and $100k cash from myself.
Typically, this would be a timing/frustration issue except that SBA SOP is changing June 1, as many of you know. Under the new SOP, the deal will have to be re-negotiated and the process extended. As far as I see it, I have the following options:
1) hope that IRS can generate tax transcripts in a timely manner and loan can close on time before June 1 (unlikely)
2) anticipate that loan won't close on time, re-negotiate terms to accommodate new SBA SOPs, and work through changes with existing lender.
3) shift to all equity purchase (with seller note) and bypass SBA.
Timing is important as I have other targets identified and want to keep moving on the consolidation. I also am a believer that momentum is king in these deals - months of downtime can kill the deal.
Am I overlooking other options? I am currently leaning towards option 3, which means I would need to raise ~$1m in short order.
Thanks in advance for any thoughts or interest.
from University of Mississippi in United States
from Drexel University in Long Island, New York, USA