Forgivable Seller Note and SBA Rules

professional profile

March 18, 2024

by a professional from Emory University in Atlanta, GA, USA

I’m looking into a deal where the seller will carry a large note (50%). If I am wanting to use SBA, can I have the seller note count as my equity injection (assuming I do have relevant experience in the industry) and have structured forgivable seller note (only decreasing, not increasing)?

3
28
387
Replies
28
commentor profile
Reply by a lender
in United States
Appreciate the tag ^redacted‌. In the process of business acquisition, especially with SBA-backed loans, stakeholders often encounter diverse perspectives and responses. Initially, some parties may agree to certain terms, expressing optimism about the transaction's feasibility from the outset. However, upon closer examination of the documentation and further deliberation, the decision-makers, including bank attorneys, may revise their stance based on detailed analyses.

It's important to recognize that adaptability and preparedness for change are crucial in these transactions. The landscape of business ownership transfer is inherently dynamic, and what may initially seem like a straightforward path can quickly evolve based on new insights or concerns raised during the lender review process.

As a prospective buyer and personal guarantor, it is essential to approach these situations with flexibility. Anticipating and being ready to adjust to unexpected developments is a key strategy for navigating the complexities of acquiring a business with SBA support. Having a partner on your side who can pivot quickly elsewhere when the chips fall at the final hour is essential.
commentor profile
Reply by a searcher
from University of Pennsylvania in New York, NY, USA
Full Stand-by or Partial Stand-by.

Straight-line amortization after that initial period, no bullet repayment.

No forgiveness clauses or complications.

https://www.sba.gov/sites/default/files/###-###-#### /###-###-#### %20Information%20Notice%###-###-#### %20on%20Issuance%20of%20SOP%2050%2010%207.pdf

You can always split the Seller Note you have negotiated into different underlying securities, perhaps one more traditional in nature (with any performance-related forgiveness clauses attached to the trad note).

The best lenders in my experience will want to see ~5% of the equity come from you + your investors if any.
commentor profile
+26 more replies.
Join the discussion