Sole SBA Guarantor with <25% of the Equity Contribution?

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May 15, 2025

by a searcher in Miami, FL, USA

Hi everyone, I’m working through a potential SBA 7(a)-backed acquisition and would love input from anyone who’s structured something similar or has insight into how the SBA/lenders view this scenario. Let’s say the total required equity injection is $300K on a ~$3M deal. I’m relatively early in my career and have around $100K in liquid capital. I’d like to contribute $30K–$75K personally, and raise the remainder from a small group of passive capital partners. I’m exploring whether it’s possible to structure the equity so that I would be the sole SBA guarantor — and none of the passive investors would need to guarantee. The structure I’m considering looks like this: - I would own 100% of the common voting equity in the operating company. - Passive investors would contribute capital in exchange for non-voting, non-participating preferred equity. - No investor would own 20% or more of the business, and none would have any control rights. - I would retain 80%+ ownership, full control, and take on the SBA guarantee myself. My questions: - Has anyone here successfully closed a deal like this? - Does the SBA (or lenders in practice) accept this kind of ownership/capital mismatch, as long as the ownership and guarantee rules are met? - Are there any lender preferences, red flags, or documentation issues I should be aware of when setting up the cap table or operating agreement this way? Any feedback, examples, or resources would be hugely appreciated. Thanks in advance — I know this community has seen just about every variation out there.
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Reply by a searcher
from University of Pennsylvania in West Chester, PA, USA
I've closed deals like the one you describe. I very strongly agree with Sean Goggins. Post-close liquidity, what I typically refer to as "rescue capital" or "staying power", is key.
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Reply by a lender
from University of Southern California in Los Angeles, CA, USA
This is a super popular way of closing on deals with SBA financing especially if outside investors are required to get the deal done. In fact the structure you laid out is a standard vanilla deal structure. All investors must be US citizens/ green card holders and no single investor can own more than 20% to avoid the PG. I’d love to help you find the right SBA lender for this deal. We work with all the major SBA lenders. The bank pay us after your loan closes, so this is a 100% free service for you. You can reach me here or directly at redacted You can also click here to schedule a meeting with me: https://cal.com/ishan-jetley-3d73m8/30min. Look forward to chatting!
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