Partial buyouts, S-corporations, and preferred shares

searcher profile

April 03, 2024

by a searcher from University of California, Los Angeles - UCLA Anderson School of Management in Los Angeles, CA, USA

Hi all,

I’m currently looking at a deal where the owner wants to roll a small amount of equity (<20%). I’m planning to finance the deal using SBA 7(a) loans, which, as I understand the partial buyout rules, means this will need to be a stock sale. The company of interest is an s-corp, which means one class of shares and individual investors only.

I’m having trouble getting my head wrapped around how I would bring in investors to help with the equity injection and give them the usual gross equity step up terms in an s-corp: preferred shares that return their principal before common share receive distributions. I assume this varies from deal to deal, but is there a standard practice within the community for self-funded searchers in this situation?

Thanks!

0
2
75
Replies
2
commentor profile
Reply by a professional
from Villanova University in West Chester, PA, USA
Hi ^redacted‌, there are a few options that we as legal counsel work with your accountant to discuss and determine the best solution from a legal and tax perspective. We assist with the legal aspects and they assist with the financial modeling to see the financial consequences. Available options may include disregarding the s-corp designation (assuming it's an LLC), reorganizing as a corporation, having investors invest as individuals and more. I'd be happy to discuss this further.
commentor profile
Reply by a searcher
from Michigan State University in St. Louis, MO, USA
Following
Join the discussion