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Capital advisory · Partner buyout

Buy out a partner. Keep the company.

One owner wants to leave. The others want to stay. The company does not have to be sold to do it. We raise the financing that lets the people who remain buy the people who are done.

[The deal]

Two sides of one company, and a price between them.

A founder retiring, a 50-50 partnership that has run its course, a minority shareholder who wants liquidity. The buyer is already inside the business. Lenders will finance that when the remaining owners and the cash flow can carry it — and they will price it very differently from each other.

Use of proceeds
Buy a partner's shares
Company size
$1M–$100M revenue
Who stays
The remaining owners
What we raise
The buyout, in debt
[The lenders]

Who finances a shareholder buyout.

SBA will finance a partner buyout in many cases. So will a bank, and so will private credit when the leverage is past what either of those will do.

SBA lenders

7(a) for a partial buyout when the remaining owner stays and operates.

Banks

Senior debt against the cash flow the remaining owners keep.

Private credit

When more than one shareholder is leaving, or the multiple is past a bank.

Seller paper

A note from the departing partner, negotiated beside the senior loan.

The full buyer and lender network →

[Who it fits]

Who partner-buyout financing is for.

One owner wants to leave. The others want to stay, and they want to own what the departing owner is selling. A founder retiring, a partnership that has run its course, a minority shareholder who wants liquidity. The buyer is already inside the business. The company does not have to be sold to an outside party to do it.

If both sides want an outside buyer, that is a sale: sell-side M&A. If you are buying a second company rather than a partner's shares, that is acquisition financing.

[The stack]

How lenders typically finance a shareholder buyout.

A bank will look at senior debt against the cash flow the remaining owners keep, when those owners and that cash flow can carry the payment. Lenders price a buyout of a partner differently from a loan to the company for equipment. The remaining owners are usually asked to guarantee.

The SBA states that 7(a) proceeds can be used for a partial change of ownership, and that the maximum 7(a) loan amount is $5 million. A partial buyout, with a remaining owner who stays and operates, is the case lenders know. It is not automatic. The current change-of-ownership rules live in SOP 50 10 8.1 from 1 October 2026, summarized only to the extent the SBA's notice states them on the SBA acquisition rules page. The program overview is 7(a) loans.

Private credit is the path when more than one shareholder is leaving, or when the price is past what a bank or an SBA lender will do. A note from the departing partner can sit beside the senior loan. It is negotiated as part of the price. It does not replace a look at the rest of the lender market.

[The file]

Documents a lender usually asks for.

A shareholder buyout is underwritten off the remaining owners and the company's cash flow. Lenders commonly ask for:

  • The ownership ledger and the buyout agreement, or the term sheet between the owners
  • What the departing owner will be paid, and whether any of it is a note
  • Three years of financial statements and tax returns, plus a year-to-date statement
  • A debt schedule, and a sources-and-uses page for the buyout
  • Personal financial statements for the owners the lender will ask to guarantee
  • Who will operate the company the day after closing
[The work]

How the financing is run.

The partner buyout is the assignment. The steps are the same four used on every mandate. Engagement: a letter is signed, the books are reviewed, and the case a lender will back is built. Market: the materials are prepared and the lenders who actually finance this use of proceeds are mapped. Competition: they see the deal at the same time, so the house bank or the vendor's lender has to beat the field. Close: the offers are compared, the terms are negotiated, and the one you accept is taken to signing.

No duration is promised here, and no rate. A lender's credit process sets the clock. What the mandate changes is who is asked, and whether the first term sheet is the only one.

[Limits]

What Siddwell is and isn't.

Siddwell is an investment bank hired to advise on the financing and to run a competition among lenders. Siddwell is not a lender, not a licensed loan broker, and not a business broker. The lender makes the credit decision. If you would rather meet SBA lenders on your own, the SBA's Lender Match tool introduces participating lenders, and you apply with the lender, not with the SBA.

Is a partner buyout a sale of the company?

Not this one. A sale to an outside buyer is sell-side M&A. This page is debt raised so owners who are staying can buy owners who are leaving.

Can an SBA loan fund a buyout of a partner?

Yes, in the usual case: a partial change of ownership, with the remaining owner operating the company. It is one lender path here, next to banks and private credit.

What if both sides want to sell to someone outside?

Then you want a buyer, not a loan. That process is sell-side M&A.

Is this a sale of the company?

Not this mandate. A sale to an outside buyer is sell-side M&A. This page is debt raised so the owners who are staying can buy the owners who are leaving.

Will an SBA lender finance a partial buyout?

The SBA lists partial changes of ownership as a 7(a) use. The lender still has to find that this buyout qualifies under the rules in effect for the application, and the SBA does not make the loan itself.

FAQs

Answers to frequently asked questions.

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