I am looking at a deal where the purchase price may be a little "rich." If I incorporate rollover equity, I think this will help de-risk the transaction since I can either invest less or borrow less. But how much equity does the seller own post-close?

E.g., assume a $100 purchase price where I borrow $80 through an SBA loan, the seller contributes $10 of rollover equity, and I contribute the remaining $10 (ignoring deal fees, working capital, etc.). Does the seller own 10% of the company going forward? 50%? Something else/negotiable? I assume since I'd be guaranteeing the debt (SBA loan), 10% is the right number but I don't know if that's the right way to think about it. Does your answer change if I'm not a personal guarantor?

One last question: can you use rollover equity in an asset deal financed with an SBA loan?

Thanks so much.