Glossary · SBA

Change of ownership loan (SBA 7(a))

Also called: business acquisition loan, SBA acquisition loan, business purchase loan

Defined by the Research desk, The Lender Report · Sources reviewed

A 7(a) loan that finances buying an existing business or an owner's share of it. SBA requires an independent valuation, 10 percent equity and, for a new owner, debt service coverage of 1.25 to 1.

Appendix 15 sorts these loans into four types. An Initial Acquisition puts a new majority or largest owner in place and is the default. A Business Expansion is an established business buying another in the same four-digit industry group. An Owner Buyout changes the ownership of the borrower itself. An ESOP or cooperative purchase buys 51 percent or more of the employer business.

The debt service coverage floor is 1.25 to 1 for an Initial Acquisition, an Owner Buyout and an ESOP or cooperative, and 1.15 for a Business Expansion, with 1 to 1 on a global basis. The minimum equity is 10 percent of total project cost. A valuation from an accredited independent source is required, which the lender may do itself at a Business Purchase Price of $350,000 or less. At $3 million or more, an Initial Acquisition or Expansion also needs a quality of earnings report.

Seller earnouts are not allowed, the seller may stay on only as a consultant for up to 24 months, and the business portion amortizes over no more than 10 years. Example: a project cost of $1,000,000 with $100,000 of equity leaves a $900,000 loan. At a 75 percent guaranty the guaranteed portion is $675,000.

How it shows up in the data here

The SBA file's BusinessAge field separates change of ownership and start-up loans from established ones. This site carries each lender's count as change_of_ownership_n in its API record, and the lender search can filter on the share of a lender's 7(a) loans that were business purchases. The file shows no purchase price, valuation or seller role.

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Related terms

Sources

  1. SBA SOP 50 10 8.1, Appendix 15, 7(a) Changes of Ownership, effective .

Plain definitions for orientation, not legal, tax or credit advice. A lender's own policy decides what it will do.