A buyer is looking to acquire an HVAC company generating $6.5 million in revenue that operates under two legal entities—one for service and one for installation contracts—while the real estate is owned separately by the seller in another LLC. The seller wants to sell 80% of the operating business, roll 20% equity into the new entity, and carry a 10% seller note, while the buyer wants to include the owner-occupied commercial property in the transaction and use SBA 7(a) financing with only a 10% equity injection. Although this structure can work under SBA rules, the multi-entity consolidation, related-party real estate lease restructuring, appraisal and environmental requirements, seller rollover compliance, full-standby seller note treatment, and control/guarantee requirements make it significantly more complex to execute than a standard business sale and difficult for a typical business broker without deep SBA experience to navigate smoothly.
