The algorithm has a mind of its own, so I figured it was a good time for a quick introduction. I’m a corporate attorney who focuses on SBA lending, business acquisitions, and helping deals get to the closing table. More importantly, I’m a husband, father, teacher, and someone who genuinely enjoys building relationships with people. I started my career in SBA lending more than a decade ago. Before I became an attorney, I was organizing closing files, reviewing deal structures, and learning transactions from every angle. That foundation gave me an appreciation for what everyone involved in a deal is trying to accomplish. Today, I lead a team of attorneys and paralegals that focuses exclusively on helping lenders close business and real estate acquisition loans across the country. Over the years, we’ve closed transactions in all 50 states, representing thousands of acquisitions and billions of dollars in financing for entrepreneurs and growing businesses. This practice has introduced me to incredible bankers, brokers, attorneys, accountants, business owners, title professionals, and other advisors across the country. Many started as professional contacts and have become genuine friends over time. Social media has only expanded those opportunities. Some of my favorite conversations have started with a simple comment or direct message. I’ve met people I never would have crossed paths with otherwise, and many of those conversations have turned into lasting relationships. There was a time when people said lawyers shouldn’t be on social media. Shoutout 2015… I think the opposite is true. Used the right way, it’s one of the best ways to share what you know, learn from others, build authentic relationships, and create opportunities that never would have existed otherwise. If we’ve connected here recently, I’m glad you’re here. I look forward to learning from you and hopefully crossing paths somewhere down the road.

They finally released the technical corrections to the SOP. Why is it so quiet? No hot takes? Come on, guys!

I had an $8,000,000 loan approved today for a Searcher acquiring a light manufacturing and installation company. We did this with a $5 million SBA 7a loan and a $3 million conventional Pari Passu Conventional loan.

Daily reminder that AI will increase the need for lawyers. It will also positively transform the careers of those who use it correctly and adapt in practice. Thank you for your attention to this matter.

One of these days I’m just going to run to the office…

So.... uh... how many closings you got this month? Weather is nice, ya?

Bout that time of year where I dress like the @ItsMattsLaw photo that makes its way around the internet.

@Forbes recently published a really great article on the new SOP changes. If you’re a business buyer, seller, lender, or someone generally involved in the acquisition space, you’ll definitely want to check out the full thing. And hey… the even threw me a few quotes in there with some heavy lifting from @KHendersonCo and @lawyer4SMBs!

I hear about clients who don’t want to contact their lawyer because they’re afraid of racking up legal fees. PSA: If this is you and you haven’t been able to work something out with your lawyer that works both ways… You should find another lawyer. I could be wrong, but fear of speaking to me should not be an equation in the success of the institution that I serve. Practice with clients is a partnership. View that relationship this way and watch your book expand.

Adam gets it!

What @SAOliver_Atty said. Right now having an experienced lender who's on the ball and knows what they're doing matters more than ever.

Oh hey... didn't see you there. We recently added two SBA Closing Specialists and a Post-Closing Operations Lead to our expanding Lending & Finance Department. You may or may not know this, but our firm is larger than just us... We have powerhouse departments in Corporate, Creditors' Rights, Energy & Utility, Education, Immigration, Litigation, Environmental, and more. It's an honor to work with these people and a major benefit to plugging in at a mid-sized firm in the heart of Indianapolis with a diverse portfolio of practices. If you're still reading this CVS receipt... you should know that we're looking to add to our bench in: Corporate Law Labor & Employment Law Estate Planning Real Estate You might have to put up with my long e-mails, unusually optimistic outlook on the profession, and heavy feet in the hallway, but if you're interested in joining our firm, I would love to hear from you.

Awkward shirtless wave to a senior citizen in the parking garage of our law firm this morning. I will not be taking questions.

October is quickly approaching. Remember that which SOP your deals falls under depends on the date that the SBA issues your loan number. Check out the latest Forbes article from @Johnschroyer for more details and to hear more from buy-side attorneys like @KHendersonCo and @lawyer4SMBs who are in the trenches. As counsel to lenders, I can confidently say that who a borrower’s attorney is matters… perhaps now more than ever.

A little outdoor meeting with the closing team. Sub-60’s here in Indy!

Florida SBA attorney: Saw my post and reached out… seemed to be taken back that a Midwestern firm has the Florida deal market cornered. Frankly, it’s not me… It’s the lenders. I love Florida… Just so happens that our lenders do too. Long live Flo-Rida.

#3 in the country, but my #1 for acquisitions over the last year. Florida is on fire!

Of all the recent SOP guidance, I found the SBA Connect Calls to be the most helpful. Here is a category-by-category summary from the presentation of aspects that truly matter when structuring a deal under SOP 50 10 8.1. Buckle up... we're going full CVS receipt on this one. Category 1: Initial Acquisition: Initial Acquisition is the default category for 7(a) changes of ownership. • Equity Injection: 10% of total project cost - not reducible • Minimum DSC: 1.25 : 1 • Quality of Earnings Report: Required at business purchase price ≥ $3M. Seller Transition: Mandatory exit, but if a transitional period is needed to assist the business, the small business may contract with the seller as a consultant for a period not to exceed 24months (increased from 12 months). Category 2: Business Expansion: An existing operating business purchases another business. To qualify for this category, the business must have been operating for two full fiscal years. Business Expansion generally provides the most flexibility of the change of ownership categories. This flexibility is driven by the fact that debt associated with the acquisition is being supported by another operating company. Category Specifics: • DSC threshold of 1.15 : 1 - the only category below 1.25 • Equity injection may be reduced or eliminated • Adjustments may be made on a combined-entity basis where the acquired business will operate independently General Requirements: • QoE with Cash Proof still required at BPP ≥ $3M • Independent Qualified Source valuation still required • Seller exit still required - consultant contract only • 10-year maximum amortization still applies Guaranty Structure: • The distinguishing rule is the guarantor count: same or greater number of full personal guarantors post-transaction. • When the business being acquired continues as a separate operating entity, both businesses must be Co-Borrowers. Category 3: Owner Buyout A transaction that modifies the ownership structure of the Applicant business and does not involve the acquisition of another entity or asset. At least one member of original ownership must remain in place and guarantee the loan, regardless of the percentage of ownership held post-sale. This breaks down into two types: Type 1: Existing Owner Buyout: Results in 100% ownership by the remaining original owner(s). • Purchase: One or more current owners purchase the entire interest of another current owner. Here, the small business and acquiring owner(s) are co-borrowers. • Redemption: The small business redeems an owner’s interest. Here, the small business is the borrower. General Requirements: • Equity base is the purchase price in the P&S agreement - not total project cost. • 10% equity, reducible or eliminable on the liquidity and no negative net worth test. • DSC 1.25 : 1 · no QoE for any purchase price - independent valuation still required at any size. Type 2: Partial Change of Owner: At least one original owner remains AND personally guarantees. • Proceeds fund all or a portion of one or more owners’ interest, or of the business itself - treasury stock or membership units. • Every new direct or indirect owner is a Co-Borrower at any ownership percentage, including a 1% interest and including a holding company. • Seller exit is NOT required: the seller may remain as an owner, officer, director, stockholder, Key Employee or employee. A selling owner who receives loan proceeds and remains an owner below 20% must give a full guaranty for the full loan amount under 13 CFR 120.160(a), for at least two years after final disbursement, on SBA Form 148L or lender equivalent. These two-year guarantors are not required to pledge personal assets in a collateral shortfall. All 20% or more owners must provide full guaranties for the life of the loan. Category 4: ESOP & Cooperative An ESOP or equivalent trust, or a cooperative, purchasing a controlling interest of 51 percent or more in the employer small business. Structure and processing: • Includes the structure where a small business borrows for the sole purpose of re-lending to the ESOP or trust to acquire the controlling interest. • Cooperative controlling-interest purchases may be processed under PLP authority. • Where an SBA loan is used to purchase a business owned by a dissolving ESOP, the employee-owners may remain as employees notwithstanding other SOP provisions. Uses of Proceeds: • Allowed - transaction costs associated with the purchase of the controlling interest • Not allowed - cost of setting up the trust or the cooperative Credit Standards: • Equity injection: purchases of a controlling interest of at least 51% are exempt - required injection is $0 • QoE: not required for any purchase price • DSC: 1.25 : 1 • 10-year maximum amortization applies The seller guaranty is statutory and non-waivable: where the seller of the employer small business remains a partial owner, the seller must provide a full, unlimited guaranty regardless of ownership percentage - 15 U.S.C. 636(a)(15)(B)(iv)(II). The biggest takeaway, to me, is that lenders and business buyers alike need to first ask themselves which category the deal is in. One you know that answer, the rest of the analysis flows from there. This CVS receipt might actually come in handy... *** This is based on what we know at this time. The new SOP is not effective until October 1, 2026 and it is not uncommon for the SBA to release commentary or technical corrections.

Appendix 15 makes it clear that your deal must fit into 1 of the 4 buckets, but note... Initial Acquisition is the default category for 7(a) changes of ownership. For a transaction to qualify as Business Expansion, Owner Buyout, or ESOP & Cooperative, the lender must document in the credit memo how the Applicant and loan request satisfy SBA’s requirement. Important for our lending clients to know, but also important for business buyers looking to structure their deal at LOI.