seeking advice - deal ready to close, affected by new SBA SOP

 profile

May 14, 2025

by a searcher from University of Miami in Brooklyn, NY, USA

UPDATE: We have a new potential structure that is an improvement over original. Seller willing to finance 75% of the deal on highly favorable terms. If I can source $200k-$300k via bridge loan quickly, then we should be able to close in the next 2 weeks. Is anyone familiar with this type of financing for an asset-light business (residential interior design)? ______________________________________________ I have been under LOI since early March. The business has moved through underwriting nicely with one exception - the seller's CPA did not properly file S-corp election paperwork for 2023/2024, which means there are no tax transcripts available (only the returns themselves) and thus unable to close SBA financing until remedied. The deal is otherwise about ready to go - we have a purchase agreement, complete financial due diligence, and other necessary pieces put together. Realistically ready to close in the next 2-3 weeks. It's a small deal, very comfortable terms: $1.6m EV. Buying 87.5% for $1.4m, 12.5% rollover (asset sale). $1.15m senior debt, $200k seller note standby for 2 years and $100k cash from myself. Typically, this would be a timing/frustration issue except that SBA SOP is changing June 1, as many of you know. Under the new SOP, the deal will have to be re-negotiated and the process extended. As far as I see it, I have the following options: 1) hope that IRS can generate tax transcripts in a timely manner and loan can close on time before June 1 (unlikely) 2) anticipate that loan won't close on time, re-negotiate terms to accommodate new SBA SOPs, and work through changes with existing lender. 3) shift to all equity purchase (with seller note) and bypass SBA. Timing is important as I have other targets identified and want to keep moving on the consolidation. I also am a believer that momentum is king in these deals - months of downtime can kill the deal. Am I overlooking other options? I am currently leaning towards option 3, which means I would need to raise ~$1m in short order. Thanks in advance for any thoughts or interest.
4
25
517
Replies
25
commentor profile
Reply by a professional
from University of Mississippi in United States
Hi ^redacted‌ ~ With time of the essence, I reviewed your scenario with our M&A Ai enabled platform -- here are a few suggestions in addition to your options -- 1) Seller Re-negotiation: Explore increasing seller participation through notes or deferred payments, aligning interests to avoid SBA complications. 2) Investor Engagement: Discussions with potential private investors or equity sponsors for rapid capital deployment on the $ 1M. 3) Review & Adapt Contingencies: Incorporate any necessary protections for immediate post-acquisition liquidity requirements and operational integrations - You can elaborate on these suggestions and assess more here, would love your feedback if this is helpful -- https://bizsphere.ai/
commentor profile
Reply by a searcher
from Drexel University in Long Island, New York, USA
I was once in a similar situation waiting for transcripts that were needed for a loan. It may vary, but transcripts are can be done within a few weeks. Check into it, if I recall, there’s a process allowing you to request that it be expedited. A cpa would probably be more familiar.
commentor profile
+23 more replies.
Join the discussion