SBA SOP Changes: What Business Buyers Need to Know Before October 1
Jared Johnson breaks down the latest SBA Standard Operating Procedure changes during a live presentation at Acquire Fort Worth. Drawing on nearly two decades of SBA lending experience, Jared explains how acquisition financing has evolved, why the SBA continues to revise its guidelines, and what the newest rules could mean for buyers, sellers, investors, and lenders. Jared begins with the history of SBA business acquisition lending, including the increase in the maximum SBA 7(a) loan amount from $2 million to $5 million, the shift from 25 percent down payments to 10 percent, and the rapid growth in acquisition financing sinceredactedHe also examines how looser lending policies, rising interest rates, COVID-era stimulus, and delayed loan defaults influenced the current pullback. He then explains the updated equity injection requirements. Buyers must now provide at least 5 percent of the total project cost from an approved source such as cash, qualifying borrowed funds, or a gift or grant. The remaining portion of the required injection may come from limited sources, including seller debt placed on full standby for the life of the SBA loan. Jared also discusses the new restrictions affecting non-controlling minority equity investors. While investor funds may still contribute toward part of the required equity injection, investors generally must own less than 20 percent, exercise no control, and wait until the SBA loan is repaid before receiving distributions related to that investment. Jared explains why these restrictions could reduce outside investment in SBA-financed acquisitions and change how searchers structure their deals. The presentation also covers the new Quality of Earnings requirement for acquisitions with a purchase price of $3 million or more. Jared explains what a useful Quality of Earnings report should evaluate, why lender ordering requirements may create timing challenges, and how a thorough report can uncover unsupported add-backs, cash-flow issues, customer concentration, and working-capital needs before closing. Jared reviews the increase in minimum debt service coverage for initial acquisitions and partner buyouts, as well as the new treatment of transactions that include both a business and commercial real estate. Buyers can use separate loans or a single loan with a blended term, but they can no longer automatically receive a 25-year term simply because real estate represents most of the transaction. He also explains the revised rules for business expansions, including the two-full-fiscal-year operating requirement, the move from six-digit to four-digit NAICS-code matching, and the ability to add new owners when completing a subsequent acquisition. Jared closes by explaining how buyers should approach transactions currently under consideration, why proposed structures should be reviewed before submitting an LOI, and which parts of the new SOP may still require clarification from the SBA.