Sole SBA Guarantor with <25% of the Equity Contribution?
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.
from University of Pennsylvania in West Chester, PA, USA
from University of Southern California in Los Angeles, CA, USA