Minority Equity Investor Terms
March 17, 2026
by a searcher from University of Pennsylvania - The Wharton School in New York, New York, United States
Hi everyone,
Wanted to get folk's thoughts on setting up the equity stack in an SBA-funded deal. For instance, say there is $1M of equity capital need. The searcher is planning on providing $900K of capital. For the remaining $100K, what would be marketplace terms for the equity waterfall? The $100K in this case would be filled with strategic investors who have industry or operational knowledge rather than just generic passive investors.
I generally understand that a lot of structures could work and what's important is back-solving to a ~30-35% IRR for the minority investor, but curious about specific structures that people have found success with.
One structure I've seen is the $1M of equity could be structured as preferred equity with a PIK interest rate and/or a 1.5x step-up (of which the searcher owns 90% of the instrument) and then the searcher shares in the equity upside 65-70% with the preferred equity getting the remainder. Are there other ideas that make sense for having an advisor invest a small portion of the capital in a deal?
from Massachusetts Institute of Technology in Portland, OR, USA