SBA Lending: Documenting, Closing and Servicing 7(a) and CDC/504 Loans

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1 Presenting a live 90-minute webinar with interactive Q&A SBA Lending: Documenting, Closing and Servicing 7(a) and CDC/504 Loans Navigating SBA Approval and Authorization Process, Preserving the Loan Guaranty and Security Interest THURSDAY, SEPTEMBER 18, pm Eastern 12pm Central 11am Mountain 10am Pacific Today s faculty features: William Craig Brown, Shareholder, Engel Hairston & Johanson, Birmingham, Ala. Heather E. Ward, Engel Hairston & Johanson, Birmingham, Ala. The audio portion of the conference may be accessed via the telephone or by using your computer's speakers. Please refer to the instructions ed to registrants for additional information. If you have any questions, please contact Customer Service at ext. 10.

2 FOR LIVE EVENT ONLY Sound Quality If you are listening via your computer speakers, please note that the quality of your sound will vary depending on the speed and quality of your internet connection. If the sound quality is not satisfactory, you may listen via the phone: dial and enter your PIN when prompted. Otherwise, please send us a chat or immediately so we can address the problem. If you dialed in and have any difficulties during the call, press *0 for assistance. Viewing Quality To maximize your screen, press the F11 key on your keyboard. To exit full screen, press the F11 key again.

3 FOR LIVE EVENT ONLY For CLE purposes, please let us know how many people are listening at your location by completing each of the following steps: In the chat box, type (1) your company name and (2) the number of attendees at your location Click the word balloon button to send

4 DOCUMENTING, CLOSING AND SERVICING S B A A N D 7 ( A ) L O A N S

5 OVERVIEW Handout material available at Brief review of 504 and 7(a) Hot Topics Documentation Liquidation and Preservation of Collateral prior seminar material available at 5

6 LENDING PROGRAMS T HE 504 LOAN AND THE 7(A) LOAN 6

7 THE SMALL BUSINESS ADMINISTRATION Striving to help start, build, and grow businesses in order to create jobs and stimulate the economy SBA lending assistance provides benefits to borrowers by making funds available and assisting with long-term financing. Borrowers can be eligible for up to $5 million in SBAbacked financing. 7

8 LENDING PROGRAMS The 504 Loan SBA uses a Certified Development Company (CDC) as a lender partner to actually finance the loan secured by a 100 percent SBA-guaranteed debenture for up to 40% of the total project financing. Benefit borrowers because of the long-term fixed rates and typically lower equity requirements. The 7(a) Loan Loan made wholly by the lender who submits application to SBA for approval of the SBA guarantee against lender s deficiency in the event of default. SBA will collect a guaranty fee on the guaranteed portion of the loan. Collateral may include personal assets if business assets do not fully secure the loan. 8

9 HOT TOPICS PERENNIAL PROBLEMS THAT CAN CAUSE YOU PAIN 1. Screen-outs at approval 2. Verification of Equity 3. Evidencing Use of Proceeds 4. Failing to follow the Authorization 5. Tax Transcripts 6. Life Insurance 7. Landlord s and Leases 8. Secondary Market Sales 9

10 SCREEN-OUTS A. Eligibility Issues: 1) Be a for-profit business, 2) Meet SBA size requirements, 3) Show good character, credit, management, and ability to repay, and 4) Must be an eligible type of business (easier to see what is NOT eligible, SOP (5)(F) listing of ineligible) 10

11 SCREEN-OUTS B. FRANCHISE ELIGIBILITY 1. SBA will determine if the business is eligible on the basis of whether the small business applicant constitutes an affiliate of the franchise. 2. Affiliate of Franchise unacceptable control provision 3. List of franchise agreements (the Registry ) that have been approved for size/affiliation/control issues. 11

12 SCREEN-OUTS C. INCOMPLETE APPLICATIONS 7(a) Loans Borrower s Information Form (SBA Form 1919) Lender s Application Form (SBA Form 1920) Lender s Credit Memo Documents required based on condition of the Loan Statement of Personal History (SBA Form 912) 504 Loans SBA Form 1244 Statement of Personal History (SBA Form 912) 12

13 VERIFICATION OF EQUITY INJECTION (SOP 50 57, PG ) Lenders are required to verify the borrower s equity injection before disbursing loan proceeds. 1) The Source a) Gifts b) Seller Note or other financing c) Land or value of non-cash assets d) Cash 2) The Existence a) Gift Letter or affidavit b) Seller Note c) Bank statements (at least 2-months) 13

14 VERIFICATION OF EQUITY INJECTION (SOP 50 57, PG ) Credible EVIDENCE of Cash Injection: 1. Documentation showing check or wire transfer processed or funds deposited into account on behalf of Borrower prior to initial disbursement 2. (e.g. fully executed settlement statement or bank account statement showing deposit of funds) NOT Credible Evidence of Cash Injection: 1. Promissory Note, gift letter or financial statement without corroborating documentation 14

15 VERIFICATION OF EQUITY INJECTION (SOP 50 57, PG ) Credible SOURCE of Cash Injection: 1. Gift letter from an identified source showing amount and date of gift and NO OBLIGATION to repay 2. Corroborating evidence the gift was actually made such as bank statement before the date of the gift and bank statement dated after the date of the gift 15

16 EVIDENCING USE OF PROCEEDS Acquire land and/or purchase, construct or renovate buildings Improve a site (e.g. grading, streets, parking, landscaping), up to 5% for community improvements Acquire and install fixed assets such a capital equipment or heavy machinery Acquire and install fixed assets such a capital equipment or heavy machinery Purchase Inventory* Supplies* Raw Materials* Working Capital* Refinance* Business Acquisition* * See Chart on page 14 of accompanying handout 16

17 EVIDENCING USE OF PROCEEDS Certifications: SBA 1050 Settlement Sheet At time of disbursement, Lender and Borrower certify loan funds used or will be used.in accordance with the Authorization. SBA Form 2288 Interim Lender Certification Best of your information, knowledge and belief,..disbursed in accordance with the Authorization. 17

18 EVIDENCING USE OF PROCEEDS (SOP 50 10(5)(F), PG. 209 AND SOP 50 57, PG. 152) No Affidavit alone; Bank statement showing only check number and amount; Purchase order with no proof of payment; Invoices not marked paid Yes Paid invoice with cancelled checks or bank statements showing cleared; Receipts; Evidence of electronic funds transfer to vendor; Joint payee checks 18

19 FAILING TO FOLLOW AUTHORIZATION Roadmap to the Transaction Borrower entity and structure Loan amounts Use of funds Maturity and Repayment Provisions Collateral required and lien positions Insurance requirements Occupancy Requirements Other Documentation Requirements Tax transcripts Organizational documentation 19

20 FAILING TO FOLLOW AUTHORIZATION Requirement to close in accordance with the Authorization Modify the Authorization All changes prior to closing 327 Action submitted to After closing Unilateral Action Matrix SBA Notice and Approval SBA Notice but No Approval Neither Notice or Approval 20

21 FAILING TO FOLLOW AUTHORIZATION Certifications: SBA 1050 Settlement Sheet At time of disbursement, Lender and Borrower certify loan funds used or will be used.in accordance with the Authorization. Create a basis for SBA Denial of Guaranty SBA Form 2287 Third Party Lender Agreement Loan amount consistent with Authorization CDC rely on accurate information provided Agree to comply with all SBA requirements governing 504 Loan 21

22 TAX TRANSCRIPTS 504 Within 10 days of receipt of Authorization CDC submits Form 4506-T to IRS; Last 2 years unless 7(a) size standard used, then 3 years Compare data; Resolve differences 7(a) Prior to submission (Non- PLP) or prior to first disbursement (PLP) submit Form 4506-T to IRS; Last 3 years of operation unless start-up; No response in 10 days may close but must resubmit; compare, and resolve differences 22

23 LIFE INSURANCE With respect to collateral taken, Lenders must use commercially reasonable and prudent practices to identify collateral.conforming to same policies for similar non-sba commercial loans. (SOP (5)(F), Subpart B, Chp. 3.II.A. General Requirements) Not specific SBA collateral requirement Collateral Assignment; Not beneficiary Life insurance specific form and specific requirements; Acknowledgment of assignment by Home Office prior to Disbursement 23

24 LANDLORDS AND LEASES Leases Proper parties named Term, including options, equal to maturity Proper occupancy requirements, if applicable EPC leases 100% to OC If existing building, then lease or sublease up to 49% If new construction, occupy 60%, lease long-term 20%; lease remaining 20% if will occupy within 10 years Don t use 504 proceeds for tenant interior improvements (13 CFR (a)) Rentable Property is total square footage of all buildings used for business operations.not common areas.not Exterior areas UNLESS it s parking or actively used in business operations 24

25 LANDLORDS AND LEASES Landlords If majority of collateral = fixtures, leasehold improvements and equipment attached to leased property Assignment of Lease Required term Required 60-day written notice of default Landlord s Waiver Subordinate to Lender s interest Grant notice of default Grant opportunity to cure Grant Lender right to re-enter and remove collateral 25

26 LANDLORDS AND LEASES Landlords If majority of collateral = leasehold interest in land Tenant s right to encumber No modification or cancellation without Lender (CDC) approval; Right to acquire leasehold at foreclosure Right to re-assign leasehold Right to sublease Share hazard insurance or condemnation proceeds 26

27 OTHER ISSUES SBA Form 159 (Compensation Agreement) Not state-licensed appraisers Not borrower accountant Not attorney in connection with SBA loan closing Not environmental professional employed by lender Submit to FTA with initial 1502 in transactions where lender charged packaging fee or paid agent fee Retain original 27

28 OTHER ISSUES 1502 reporting ) Paying ongoing guarantee fee Notice requirements under Third Party Lender Agreement Secondary Market Sales for Guaranteed Loans Sale of the guaranteed portion Increases lender liquidity Fee income Remember must be either 30/360 or Actual/365 for interest accrual 28

29 SUMMING IT UP Close the Loan in accordance with terms and conditions of the Authorization; Obtain valid and enforceable Loan documents; Retain all Loan closing documents, for audit as well as submitted to SBA for request to honor guarantee. 29

30 SUMMING IT UP Proactively approach any issues early in the process. Properly document all actions. Remember the lender s actions will be reviewed to determine if they were prudent, lawful and commercially reasonable, and consistent with the lender s practice on its non-sba loans. Many servicing actions require prior SBA approval or notification. Review the Servicing and Liquidations Actions 7(a) Lender Matrix (See Exhibit N). 30

31 QUESTIONS? William C. Brown ENGEL, HAIRSTON & JOHANSON, P.C. 109 N. 20 th Street, 4 th Floor Birmingham, Alabama (205) Heather E. Ward ENGEL, HAIRSTON & JOHANSON, P.C. 109 N. 20 th Street, 4 th Floor Birmingham, Alabama (205)

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