If you’re selling a small business in Colorado Springs, there’s a good chance your buyer will be using an SBA 7(a) loan to finance the purchase. SBA-backed lending is one of the most common ways buyers acquire businesses in the lower middle market — and if you’ve never been through the process before, there are a few things you should understand going in.
How SBA Financing Changes the Deal
When a buyer is paying cash or using a conventional loan, the transaction terms are negotiated almost entirely between buyer and seller. You agree on a price, a structure, and the terms — and then you close.
With SBA financing, the lender becomes a third party at the table. They don’t just approve the loan and walk away. They review the purchase agreement, the allocation of the purchase price, the terms of any seller note, your non-compete, and sometimes even require a transition consulting agreement.
That’s not a reason to avoid SBA buyers — it just means you need to structure the deal correctly from the start.
Key Elements of an SBA Deal
Asset Sale — But Not Always
Asset sales have traditionally been the standard in SBA-financed deals. However, stock and membership interest sales have become increasingly common as more lenders gain comfort with equity transactions. The structure depends on the lender, the deal, and the specifics of the business being sold.
Seller Note — Terms Vary Widely
It’s common for the seller to carry a note on part of the purchase price, but the percentage, standby period, interest rate, and repayment terms vary significantly from deal to deal. Some lenders require a full standby; others allow partial payments from day one. This is a negotiated element — not a one-size-fits-all requirement.
Non-Compete Required
Every SBA deal includes a non-compete. Typical terms: 3 to 5 years within a defined geographic area, restricted to the same business type.
Transition Period
Lenders often require a formal transition consulting agreement keeping the seller involved for 30 to 90+ days after closing.
Deal Structure and Tax Implications
Whether the deal is structured as an asset sale or an equity sale, the tax consequences for the seller are different — and significant. In an asset sale, the purchase price gets allocated across categories like inventory, equipment, goodwill, and the non-compete agreement, each taxed differently. In a stock or membership interest sale, the seller is generally selling a single capital asset, which can simplify the tax picture but introduces other considerations around retained liabilities.
Timeline
SBA deals typically take 60 to 90 days from signed letter of intent to closing, though some take longer depending on the lender’s processing time and the complexity of due diligence. That’s generally a bit longer than a cash deal, and the lender’s internal process often drives the pace more than anything else.
Building this timeline into your plans — and not committing to anything that depends on closing by a specific date — is smart planning.
Why the Right Attorney Matters
Most of the issues I see in SBA-financed business sales come down to one thing: the deal documents weren’t drafted with the lender’s requirements in mind. This leads to revision cycles, delays, and sometimes frustrated buyers who start second-guessing the deal.
An attorney who has handled SBA transactions before knows what the lender is going to require, drafts documents that meet those requirements from the start, and keeps the deal on track without unnecessary back-and-forth.
Local Resource: Pikes Peak Small Business Development Center
If you’re a Colorado Springs business owner thinking about selling and want free guidance on getting started, the Pikes Peak SBDC offers no-cost consulting, workshops, and resources for business transitions. Visit the Pikes Peak SBDC →
Selling to an SBA Buyer?
Understanding how SBA financing works puts you in a much stronger negotiating position. A conversation now about deal structure, tax implications, and timeline can save you weeks of headaches later.
Schedule a Free Consultation →(720) 724-8456
