CHANGES HIGHLIGHTED IN SOP (H) (Effective 5/1/2015)

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1 CHANGES HIGHLIGHTED IN SOP (H) (Effective 5/1/2015) [Copied directly from SOP major language changes highlighted. Changes in general order of importance. Material shown in quotes directly following page numbers copied directly from notes in highlighted version of SOP.] DEBT REFINANCING [5(H) pages ; 5(G) pages & 110) SOP (H) contains significant modernization of the specific requirements regarding how a lender must document and support debt refinancing : E. Policies Regarding Debt Refinancing 1. SBA guaranteed loan proceeds may not be used to refinance debt originally used to finance a loan purpose that would have been ineligible for SBA financing at the time it was originally made unless the condition that would have made the loan ineligible no longer exists. a) Debt reflected on the applicant s business balance sheet may be eligible if it has been reported on the applicant s business tax returns (Schedule C for sole proprietorships) showing the intere0t expense associated with the debt and; i. If the debt to be refinanced was the first extension of credit, the lender must document that the proceeds from that debt were used exclusively for the applicant business and were not used for any ineligible purpose as set forth in 13 CFR ; or ii. If the debt to be refinanced was used in whole or in part to refinance a prior debt, the debt must be reflected on the applicant business tax returns (Schedule C for sole proprietorships) for the prior two full tax cycles, showing the interest expense associated with the debt, and the borrower must certify in accordance with 13 CFR that the debt to be refinanced was used exclusively for the applicant business and were not used for any ineligible purpose. iii. If the debt is in the form of an outstanding balance on a credit card issued to the small business, the lender may refinance the credit card debt after confirming that the credit card is in the name of the business and obtaining the applicant s certification that the credit card debt being refinanced was incurred exclusively for business related purposes. If the business credit card was also used for personal reasons, the applicant must identify which purchases were for personal reasons and that amount must be deducted from the credit card balance. Loan proceeds must not be used to refinance any personal expenses. b) Debt in the personal name of the applicant owners such as a Home Equity Line of Credit (HELOC) or credit card debt that was used for business purposes may be eligible for refinancing if: i. For HELOC debt, the applicant must certify that the amount being refinanced was used exclusively for business purposes and provide appropriate documentation. For example, a sole proprietor may demonstrate that the debt was used for business purposes by providing documentation that shows the interest deduction is reported on the Schedule C not the Schedule A of the proprietor s tax return. If the interest deduction reported on the Schedule C includes multiple debts, then the applicant must provide a copy of the appropriate IRS Form 1098 related to the debt being refinanced. ii. If the debt is in the form of an outstanding balance on a credit card issued to an individual personally, the lender must confirm which of the credit card obligations were used for business purposes. Lenders must document the specific business purpose of the credit card debt and the applicant must certify that the loan proceeds are being used only to refinance business expenses. Documentation required for refinancing personal credit card debt includes a copy of the credit card statements and individual receipts for any business expenses in excess of $250. In all cases, the applicant must certify that the amount that will be refinanced was used exclusively for business expenses.

2 [Provisions related to refinancing credit card debt moved here from page 110.] APPRAISALS [5(H) page 169; 5(G) page 165] SOP (H) updated USPAP guidance with the removal of the terms self contained and summary appraisal reports. f) The appraisal must be an Appraisal Report prepared in compliance with USPAP. [Previously said reports must use one of the following options: self contained appraisal report or a summary appraisal report.] POST CONSTRUCTIONS APPRAISALS [5(H) page 169; 5(G) page 165] SOP (H) provides additional qualified sources for post construction review : g) If the loan will be used to finance new construction or the substantial renovation of an existing building, the appraisal must estimate what the market value will be at completion of construction. ( Substantial means rehabilitation expenses of more than one third of the purchase price or fair market value at the time of the application.) After construction is completed, lender must obtain a statement from the appraiser, general contractor, project architect, or construction management firm that the building was built with only minor deviations (if any) from the plans and specifications upon which the original estimate of value was based. If the lender cannot obtain such a statement, then the lender may not close the loan without SBA s prior written permission. BUSINESS APPRAISALS [5(H) page 171; 5(G) pages ] SOP (H) for change of Ownership, provides revised requirements regarding the professional qualifications necessary to perform business appraisals (formerly valuations for special purpose property : 5. Business Appraisal Requirements Change of Ownership [Formerly Business Valuation Requirements.] Determining the value of a business (not including real estate which is separately valued through a real estate appraisal) is the key component to the analysis of any loan application for a change of ownership. An accurate business appraisal is required because the change in ownership will result in new debt unrelated to business operations and potentially the creation of intangible assets. A business appraisal assists the buyer in making a determination that the seller s asking price is supported by an independent qualified source. a) Non Special Purpose Properties i. If the amount being financed (including any 7(a), 504, seller, or other financing) minus the appraised value of real estate and/or equipment being financed is $250,000 or less, the lender may perform its own valuation of the business being sold, unless the lender s internal policies and procedures require an independent business appraisal from a qualified source. ii. If the amount being financed (including any 7(a), 504, seller, or other financing) minus the appraised value of real estate and/or equipment is greater than $250,000 or if there is a close relationship between the buyer and seller (for example, transactions between family members or business partners), the lender must obtain an independent business appraisal from a qualified source. iii. A qualified source is an individual who regularly receives compensation for business appraisals and is accredited by one of the following recognized organizations: (a) Accredited Senior Appraiser (ASA) accredited through the American Society of Appraisers; (b) Certified Business Appraiser (CBA) accredited through the Institute of Business Appraisers;

3 (c) Accredited in Business Valuation (ABV) accredited through the American Institute of Certified Public Accountants; (d) Certified Valuation Analyst (CVA) accredited through the National Association of Certified Valuation Analysts; and (e) Accredited Valuation Analyst (AVA) accredited through the National Association of Certified Valuation Analysts. (f) Accredited Business Certified Appraiser (ABCA) accredited through the International Society of Business Analysts. b) Special Purpose Properties (A Special Purpose Property is a limited market property with a unique physical design, special construction materials, or a layout that restricts its utility to the specific use for which it was built.) i. If the amount being financed (including any 7(a), 504, seller, or other financing) minus the appraised value of real estate and/or equipment being financed is $250,000 or less, the lender may perform its own valuation of the business being sold, unless the lender s internal policies and procedures require an independent business appraisal from a qualified source. ii. When the loan financing any portion of the acquisition of a business is over $250,000 or if there is a close relationship between the buyer and seller (for example, transactions between family members or business partners) and the business operates from a Special Purpose Property, the lender must obtain an independent appraisal performed by a Certified General Real Property Appraiser. iii. The appraisal must allocate separate values to the individual components of the transaction including land, building, equipment and intangible assets. iv. The Certified General Real Property Appraiser must have completed no less than four going concern appraisals of equivalent special use property as the property being appraised, within the last 36 months, as identified in the qualifications portion of the Appraisal Report. v. Each appraisal assignment under this section must be undertaken with a specific instruction for the Certified General Real Property Appraiser to conduct the appraisal in compliance with current USPAP guidelines. MANDATORY E TRAN PROCESSING [5(H) page 199; 5(G) page 195] SOP (H) requires all applications to be submitted via E Tran ONLY : All Lenders with an executed 750 Agreement are eligible to submit Applications for guaranty to SBA using Standard processing procedures. Lenders with supplemental agreements such as CLP, PLP, CA, and SBA Express can submit Applications based on what the agreement covers. Regardless of the dollar amount or the processing procedure by which the Lender seeks to have their request processed every request for guaranty must be made using E Tran. A. Standard 7(a), CLP, and CAPLines (non delegated) applications must be sent via E Tran; however, attachments to the application that are too large for E Tran may be sent electronically using Send This File. Website: click on Submit 7(a) Document Here or sendthisfile.com. B. 7(a) Small Loans $350,000 and Under Applications must be submitted using E Tran (SBA s electronic origination program). This includes loans submitted to the Loan Guaranty Processing Center ( LGPC ) by non delegated lenders and loans submitted by delegated lenders that are ineligible to be processed using delegated authority. The lender

4 must retain copies of the documentation in its loan file for all 7(a) Small Loans whether submitted under delegated or non delegated authority. [5(H) page 201; 5(G) page 197] E Tran Only : F. Standard EWCP 1. Standard EWCP Processing: a) Lender must submit applications via E tran (attachments too large for E tran may be sent electronically using Send This File), and notify via the USEAC of the submission. The contact information for each USEAC may be found at: export assistancecenters. LOAN INCREASES/DECREASES [5(H) pages ; 5(G) pages ] SOP (G) provides revised guidance for delegated loans to be increase/decreased directly in E Tran : I. POST APPROVAL/PRE DISBURSEMENT REQUESTS FOR CHANGES A. Non Delegated Loans For SBA loans approved under non delegated procedures that have not been fully disbursed, lenders must submit requests for SBA approval of the following actions: 1. An increase or decrease in the loan amount; or 2. An increase or decrease in the guaranty percentage. Lenders must request SBA approval of these actions by following the procedures set forth in paragraph D below. B. Delegated Loans 1. For SBA loans approved under a lender s delegated authority that have not been fully disbursed, lenders must obtain approval for increases or decreases in the loan amount directly in E Tran. Approval of the requested increase or decrease in E Tran will constitute SBA s prior written consent. (See Chapter 3, Paragraph I.D. for more information on increases.) 2. For SBA loans approved under lender s delegated authority that have not been fully disbursed, lenders should submit requests for an increase or decrease in guaranty percentage to for approval by following the procedures set forth in paragraph D below. 3. For SBA loans not approved under a lender s delegated authority, follow Paragraph A above. C. Lenders must inform SBA of the following actions (SBA approval of these items is not necessary, and SBA will not respond in writing): 1. Cancellation of the entire loan; 2. Change in the maturity date; 3. Change in the legal name of the business; 4. Change in the trade name of the business; or 5. Change in the borrower s business address. Lenders must inform SBA of these actions by making the appropriate change using E Tran servicing. When the lender makes the change using E Tran servicing, a separate notification to the appropriate SBA center is not necessary. D. For SBA loans that have not been closed or fully disbursed:

5 1. To request a post approval modification, Lenders must submit a written request to the LGPC that includes the name of the lender, name of the lending officer, phone number, fax number, name of the borrower, SBA Loan Number and the following information: a) How it is now; b) How it should be; and c) Why justification for the change and any supporting documentation. [5(H) pages ; 5(G) page 124] SOP (H) provides for delegated loan increases for loans not fully funded through the direct use of E Tran : D. Loan Increases 1. Increases to 7(a) loans, regardless of the disbursement status, are subject to statutory, administrative, and program maximums and must be approved by SBA. Upfront and ongoing fees for increases in subsequent years are at the rates in effect at the time the loan was originally approved. 2. Standard 7(a), CLP, PLP, PLP EWCP, SBA Express, and Export Express term loans: If any requested increase to a 7(a) Small Loan results in a total loan(s) in excess of $350,000 (including loans made within 90 days of another), the lender must follow the underwriting procedures for loans over $350,000 as outlined in Chapter, Paragraph 1.A.2 of this Subpart. In addition, if the request for an increase is more than 20% of the original loan amount or is more than18 months after the original approval date of the loan, the lender must include with its request its analysis showing that the purpose of the increase is the same as the original purpose of the loan and that the borrower s cash flow can support the increased payment amount. For delegated loans, the lender must document the same analysis and retain it in lender s loan file. 3. For revolving lines of credit, increases: a) May be requested: i. if made under SBA Express and Export Express, at any time during the life of the loan, but must be within 7 years of the date of loan approval and be in compliance with Chapter 3, Paragraph III.D. of this Subpart (maximum maturities on SBA Express and Export Express loans); ii. if made under CAPLines, at any time during the life of the loan, but must be within 10 years of the date of loan approval (except Builder s CAPLines which must be within 5 years of the date of loan approval) and be in compliance with Chapter 3, Paragraph III.E. of this Subpart (maximum maturities on CAPLines); b) May not exceed the dollar limit for the program at the time the loan was originally approved (this includes any other outstanding loans under SBA Express and, Export Express and Patriot Express); and c) Must include an analysis of appropriate credit and risk factors consistent with the procedures the lender uses for its similarly sized non SBA guaranteed commercial loans if the increase is above 33% of the original loan amount. 4. PLP, PLP EWCP, SBA Express and Export Express Increases: Subject to paragraph 2 above, lenders must follow their established and proven internal credit review and analysis procedures used for their non SBA guaranteed commercial loans to determine whether the increase is appropriate and must retain all supporting documentation in lender s loan file. If any requested increase to a 7(a) Small Loan results in a total loan(s) in excess of $350,000 (including loans made within 90 days of another), the lender must follow the underwriting procedures for loans over $350,000 as outlined in Chapter 4, Paragraph I.A.2 of this Subpart. Approval of the requested increase in E Tran will constitute SBA s prior written consent. SBA may review the documentation supporting the increase when conducting lender oversight activities and at time of guaranty purchase.

6 INITIAL APPROVAL OF DELEGATED AUTHORITIES [5(H) page 22; 5(G) pages 22 23] Note that all initial delegated authorities are processed through D/OFA in lieu of OCRM : 3. Process to obtain PLP status... The Field Office performs an analysis, makes a recommendation and sends it to OFA at 7aDeleAuthNomination@sba.gov who makes a decision and notifies OCRM. OFA then informs the lender of SBA s decision. SBLC CREDIT POLICY REQUIREMENTS [5(H) page 39; 5(G) page 40] Language modified to reflect current OCRM credit policy requirements for SBLCs : F. SBLCs are required to: 1. Submit to the D/OCRM for review a credit policy that demonstrates the SBLC s compliance with Title 13 of the CFR and SBA s Standard Operating Procedures (SOPs) for origination, servicing and liquidation of 7(a) loans, and which must be acceptable to SBA in its discretion. SBA EXPRESS CREDIT SCORING BY SBLCS [5(H) page 162; 5(G) page 157] Language provided to clarify use of a credit score model by SBLCs :... Although SBLCs do not make non SBA guaranteed loans, SBA has determined that they may use credit scoring. Lenders must validate (and document) with appropriate and accepted statistical methodologies that their business credit scoring model is predictive of loan performance and they must provide that documentation to SBA upon request.... [New language] OCRM MONITORING AND REVIEWS [5(H) page 16; 5(G) pages 15 16] Here and throughout, L/LMS monitoring revised to delete on site and insert in depth : C. Monitoring and reviews (13 CFR and ). L/LMS provides performance information that allows SBA to monitor and conduct reviews of all lenders. L/LMS related monitoring/reviews serve as the primary means of reviewing lenders with less than $10 million in SBA dollars outstanding although SBA may determine in its discretion to conduct other more indepth reviews (e.g., Analytical, Targeted, Full, or Delegated Authority Renewal reviews of these lenders. ( L/LMS related refers to the L/LMS reviews and the Lender Profile Assessment (LPA) including the PARRiS Score.) SBA will contact the lender if the review detects performance issues or trends requiring further discussion. EXPORT EXPRESS [5(H) pages , 5(G), pages ] Reversion to previous requirement regarding uses of a part of a general line of credit for domestic purposes: [Change NOT highlighted in highlighted version of SOP.]... d) Obtaining a general line of credit for export purposes (as a normal course of business, the borrower may use portions of the line of credit for domestic purposes, as long as no less than 70% of the line of credit will be used for export purposes);... [New requirement in 5(G) additionally had stated: Lender must maintain documentation in the loan file that at least 70% of the first full disbursement (100% of approved loan amount) was used for export purposes. That language now deleted.]

7 504 PROGRAM pages CDC s are encouraged to thoroughly read the contents of Chapter 3 which incorporates comprehensive guidance on the corporate governance rule which became effective 4/21/2015. This includes the specific requirements regarding Directors and Officers and Errors and Omission Insurance : CHAPTER 3: CERTIFIED DEVELOPMENT COMPANIES... ADDITIONAL CHANGES TO 504 PROGRAM CONTAINED IN SUBPART C.