Cumulative Preferred Dividends with SBA Loans

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July 13, 2025

by an investor from Michigan State University - The Eli Broad College of Business in Farmington Hills, MI, USA

I have heard from a lender they are interpreting preferred equity with cumulative dividends as being considered debt, based on the update SOP###-###-#### from the SBA. Assuming other institutions are interpreting it this way, how are people making adjustments to how they structure dividends for preferred stock? This appears to be the only section from the SOP which references it: g) An equity investment not subject to an agreement to repay equity or make distributions to recover an investor’s investment prior to release of the guaranty. Note: Whether called “search funding” or by some other name, SBA will consider any investment subject to an agreement to repay equity or make distributions to recover an investor’s investment prior to release of the guaranty (e.g., certain types of redeemable preferred stock) to be debt and not equity.
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Reply by an investor
from New York University in New York, NY, USA
Agree with ^redacted‌ and ^redacted‌. I recently invested in a deal under the new SOP that had the same pref structure as I had invested in under the old SOP. I am involved with another deal that is currently in underwriting with another bank that has the same structure and so far there has been no pushback on this. Other folks might be using different structures that mandate a pref dividend owed by the company and that accrues on the company’s books, but the classic “self funded search” structure based on a pref return still works. The pref return is not a company obligation and is not accrued on the books - it is solely used to determine how distributions are split between the pref and common investors. It is effectively a distribution waterfall. Once the pref return and pref capital have been distributed to the pref investors, distributions after that are split X% to the pref and Y% to the common (based on the step-up). If the searcher does not want to make distributions until exit, they are not obligated to do so.
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Reply by a searcher
from Princeton University in Annandale, Clinton Township, NJ, USA
I don't think this changes the state of play too much. Preferred equity is a hybrid debt/equity instrument by nature, and the way the terms are drawn up have always determined whether it was treated more like debt, or more like equity. Any "required" paydown of preferred (like cash-pay dividends or contracted return of capital at specific intervals) would/should be treated like debt. If you go with a traditional preferred equity structure, that preferred dividend should just be accruing over time, with no required cash-pay or forced repayment during the duration of your debt. However, if your business is performing well, you are making debt payments, and meeting all debt coverage ratios, you should likely be able to approach your lender and request to make a distribution. It would be the same as a distribution to common equity holders, the distributions would just go to pref dividends/principal before common.
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