I am going to let some friends and family buy a small ownership % in the business I am trying to purchase. They will not have to sign a PG, and I want to price the shares as fairly as possible.

For example: Alice and Bob buy a company for $100. SBA loan for $80. Alice owns 95% and signs a personal guarantee for the loan. Bob owns 5% and does not sign a PG. There are 20 shares in the company.

The simplified version would be for Alice to invest $19 in cash for 19 shares (95%$20 = $19) and Bob invests $1 in cash for 1 share (5%$20 = $1); however, Bob’s shares are more valuable than Alice’s shares because Bob’s downside is limited. If the company goes to $0 Bob will only lose $5, but Alice will lose $19 + $80 loan she personally guaranteed.

Is there a standard way to price shares for a minority shareholder who does not sign a personal guarantee? The downside and upside risk of the business will make a big difference in share price, but I am just looking for a starting point.


Is there a way people structure these deals resolve the difference in share value? Perhaps part of Alice shares get treated more like a like a lender providing debt since she takes on the downside risk?