Advice on 20% SBA Ownership Requirements

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September 28, 2021

by an investor from Boston College in Boston, MA, USA

I'm on the board of a small artisan bakery that like many retailers has had considerable operating challenges during COVID and recently had their food prep facility decimated by Hurricane Ida. The business has been predominantly owned and operated by two women entrepreneurs (each owns 24%), one of whom recently stepped down from her operating role. Access to most SBA funding requires both to personally guarantee and/or pledge personal assets as they both own more than 20%. The one who recently stepped down is not willing to provide either as she just purchased her first home.
Naturally, the company is tight on cash and not in a position to purchase shares to bring the shareholder who's no longer part of management to less than 20%. What creative ideas have folks seen to address small ownership stake differentials like this to bring her ownership under 20% and open access to SBA funding? The founder who continues to run the company is willing step up and provide a personal guarantee and pledge assets. Has anyone seen a way to value these contributions as a way to justify a discount in her partners stake?
Many thanks in advance for any suggestions! all the best, Michael

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Reply by a searcher
from Texas A&M University in Elizabethton, TN, USA
"food for thought" : if she just bought first house and owns less than 25% equity, the PG might not require the pledge of this. She may become more comfortable with the risk then.

You could look at a seller note from departing owner to take her percentage down. Ask your lender about look back and if this is OK. This note would be junior debt to the senior SBA and might help the situation.
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Reply by a lender
in Yorba Linda, CA, USA
Tough situation, but this rule with SBA is very straight forward and there is no way around it as long as she continues to own >20%, and also is unwilling to give a PG. I would suggest looking for a CDFI or an impact fund that might be targeting this type of business/circumstance for lending.
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