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Newsletter 015

DEALS: Roofing, Medical Transportation, Tutoring Businesses | POST: What Searchers Need to Know About SBA Personal Guarantees | PLUS: Industry Insights

TL;DR
• 3 cash-flowing deals: Roofing, Med Transport, Tutoring
• What searchers need to know about SBA loan personal guarantees
• Highlights from across the SMB industry on X

Newly Listed Deals

Roofing Company

  • 📍 Location: Miami, FL

  • 💰 Asking Price: $1.5M

  • 💼 Cash Flow: $653K

  • 📊 Revenue: $5.8M

  • 🧮 Estimated DSCR: 2.1X

  • 💵 Estimated Cash Flow After Debt Service: $350K

  • ℹ️ Source: BBMS.biz

  • Listed: 2 Days Ago

Highlights

  • Commercial and residential roofing company established over 6 years in South Florida

  • Modern renovated office with call center and warehouse plus new equipment included

  • Partnerships with Marriott hotels and 30 active HOA accounts

  • Experienced team of 10 employees

  • $400K of jobs ready to complete with transferable supplier credit line

Non-Emergency Medical Transportation Business

  • 📍 Location: Charleston, SC

  • 💰 Asking Price: $1.9M

  • 💼 Cash Flow: $660K

  • 📊 Revenue: $2.36M

  • 🧮 Estimated DSCR: 1.9x

  • 💵 Estimated Cash Flow After Debt Service: $350K

  • ℹ️ Source: Transworld Business Advisors

  • Listed: 3 days ago

Highlights

  • Established in 2017 with a diverse fleet of 8 vehicles serving the greater Charleston area and Southeastern US

  • Strong team of 18 employees including 16+ CPR-trained and state-certified drivers

  • Comprehensive service offerings including medical appointments, senior care, and disaster evacuations

  • Established contracts with various clients providing consistent revenue plus private pay growth potential

  • Turnkey operation with $215K in furniture, fixtures, and equipment included in the sale

Tutoring Businesses

  • 📍 Location: Texas

  • 💰 Asking Price: $3.8M

  • 💼 Cash Flow: $1.0M

  • 📊 Revenue: $2.7M

  • 🔢 Estimated DSCR: 2.7x

  • 💸 Estimated Cash Flow After Debt Service: $634.5K

  • ℹ️ Source: DealStream

  • Listed: May 9, 2025

Highlights

  • Two established learning centers with 20+ years of stable operation and consistent financial performance

  • Strategic locations include one near schools/family amenities and another in a busy commercial district

  • Franchise operations providing proven systems, training support, and brand recognition

  • Limited competition with individualized instruction and structured learning plans differentiating from lower-cost competitors

  • Strong DSCR of 2.7x demonstrates excellent ability to service debt with significant safety margin

🔎 Looking for more deals? Get access to EBIT Pro!

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From established healthcare practices to innovative e-commerce brands, every opportunity is presented in a familiar spreadsheet format that integrates seamlessly with your due diligence process. Discover your next business acquisition with EBIT Pro.

SBA Personal Guarantees: What Searchers Need to Know in 2025

After examining recent changes to SBA lending rules and their impact on personal guarantees, it's clear that business owners need to recalibrate their understanding of what these commitments mean in today's environment.

What Actually Changed

The most significant recent changes came in two waves: First, May 2023 brought new flexibility allowing partial acquisitions and seller equity rollovers—previously, the SBA required 100% changes of ownership. Second, SOP 50 10 8 takes effect on June 1, 2025; it consolidates 2023-24 procedural notices into one rule set and tightens guaranty/affiliation rules rather than broad underwriting metrics.

The core personal guarantee rules have specific nuances: Owners with 20% or greater ownership must give an unlimited guaranty. Selling owners who keep less than 20% must still give a full guaranty for two years after disbursement; after that, they may be released if the loan is in good standing. Spouses' and minor children's shares are combined when testing the 20% threshold.

Multi-step partial ownership structures are ineligible for SBA financing; only a straight partial change of ownership is permitted.

The Reality of Personal Guarantee Liability

Personal guarantees create exposure that extends far beyond proportional ownership. Each guarantor is potentially liable for the full loan amount through joint and several liability. If three partners in a $3M loan default and flee to Europe (as happened to one Atlanta restaurateur), the remaining partner pays the entire balance—not just their 25% share.

Beyond immediate asset seizure, the Treasury Offset Program can intercept tax refunds, Social Security benefits, and other federal payments to satisfy defaulted SBA debt. Personal credit damage from SBA defaults can last years, affecting everything from future business financing to employment opportunities.

Strategic Ownership and Affiliation

The affiliation rules create both constraints and opportunities. When ownership is structured thoughtfully, personal guarantees don't prevent future SBA borrowing.

Key threshold: greater than 50% ownership triggers automatic affiliation between businesses. But SBA can still find affiliation below 50% in two specific cases: when a 20%+ owner controls another firm in the same 3-digit NAICS subsector, or when control instruments (management agreements, voting trusts, etc.) exist between firms.

Consider this structure:

  • Four partners each own 25%

  • Each must personally guarantee their business's SBA loan

  • None trigger automatic affiliation

  • Each can independently pursue other SBA-financed ventures

Managing Risk: Current and Future Options

Smart business owners are implementing multi-layered risk management:

Established strategies include careful business structure planning, asset protection through legal entities, and robust operational controls. These traditional approaches—like using holding companies, maintaining clear separation between business and personal assets, and implementing strong financial monitoring systems—remain the foundation of risk management.

Emerging protections include personal guarantee insurance. EBIT is launching PG insurance later this year to help business owners protect their personal assets from SBA default exposure. Business owners can join the waitlist here.

Deal Structure Implications

Recent rule changes are reshaping how acquisitions get structured. Asset-purchase partial rollovers remain eligible as long as both the buyer and any owner gaining shares are co-borrowers; multi-step 'new-holdco' designs are not.

Some deals are adapting by:

  • Structuring seller rollovers at 19.99% avoids the two-year guaranty requirement but remember the six-month look-back: anyone who owned ≥ 20% within six months of application can still be forced to guaranty

  • Using new entity structures to separate operating businesses from guarantee obligations

  • Implementing earn-outs or deferred payments to avoid triggering guarantee requirements

The Path Forward

The SBA continues refining its approach to balance risk management with capital access. A proposal (not yet enacted) would raise the 7(a) cap for manufacturers to $10M; it is not in SOP 50 10 8. Enhanced risk management tools are entering the market gradually.

Watch for further guidance notes—SBA often issues Procedural Notices tweaking guaranty release timing between SOP editions.

For business owners, the key insights are:

  • Personal guarantees remain fundamental but now operate in a more complex regulatory environment

  • New structures create opportunities, but require careful legal and financial planning

  • Risk management must evolve beyond traditional asset protection to address operational impacts

  • Professional guidance remains essential for navigating the changing landscape

The fundamental trade-off hasn't changed: personal guarantees provide access to attractive government-backed financing, but at the cost of significant personal risk. Success lies in understanding exactly what you're signing up for and implementing appropriate protections.

This analysis reflects SBA SOP 50 10 8 (effective June 1, 2025) and Procedural Notices through April 2025. Always consult qualified legal and financial advisors for guidance specific to your situation.

SMB Industry Insights

As Seen on X:

  • Deal Strategy: After 17 years as a deal lawyer, Brian mastered software rollups - successfully combining 3 businesses for a huge PE exit. Want the playbook? Check his step-by-step guide @SievaKozinsky

  • Due Diligence: "The bank is doing my financial due-diligence" - biggest mistake I hear from searchers. Banks protect their interests, not yours. They just want their loan backed by SBA guarantee @lawyer4SMBs

  • Deal Analysis: It's 11PM. New listing hits inbox. Instead of "review tomorrow," One minute later: Red flags spotted, cash flow analyzed, SBA viability checked. Best tool for quick elimination? Run it through Business Analyst GPT @TheSMBInvestor

  • Market Reality: Banks getting incredibly selective. Even proven 10+ year operators with solid track record and low leverage getting declined. Today's lending environment is choppy waters @EndresenHeather

  • Legal Pitfalls: Don't let regulated business deals catch you off guard! Too many entrepreneurs rush in without proper due diligence. Surprise liabilities are a nightmare 100% of the time @KHendersonCo

Disclaimer: Get EBIT, Inc. content is for educational/illustrative purposes only—not financial, legal, or business advice. AI-generated images illustrate concepts only—not actual businesses for sale. Past performance ≠ future results. Always do your own research and consult professionals before decisions. We don't guarantee accuracy or completeness and aren't liable for errors/omissions. All content © Get EBIT, Inc. unless stated otherwise; unauthorized use prohibited. Disclaimer subject to change without notice.

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