Structuring Minority Investor in SBA 7(a) Deal — Seeking Advice

June 02, 2025
by a searcher from Vanderbilt University in Nashville, TN, USA
I'm acquiring a $640K home services business using an SBA 7(a) loan. I have a strategic minority investor - he owns a large real estate brokerage and will help drive leads post-close. He’d like 20–25% equity, but the business is small, so he’d only be investing ~$50K.
The issue: at his desired equity level (20%+), the SBA would likely require a personal guarantee (PG) and possibly even collateralization of his primary residence, which he understandably wants to avoid.
We’re currently modeling 15% equity with no PG, plus a potential interest-only loan from him of $50K–$100K to boost working capital. That part works. However, it doesn't get him the distribution upside he’s targeting long-term.
I’ve considered structuring a convertible note, where his debt converts to equity after a few years but I’m fairly certain the SBA prohibits any ownership changes until the 7(a) loan is repaid (which could be 10 years out).
Any creative ideas to:
Give him more upside without tripping SBA ownership/guarantee rules?
Increase his economic participation without immediate equity or PG?
He owns several other LLC entities and his wife does as well - if this unlocks anything.
Thanks in advance.
from Eastern Illinois University in 900 E Diehl Rd, Naperville, IL 60563, USA
in Falmouth, MA, USA