top of page



New guidance from SBA regarding PPP loans

PPP loans have been a lifeline for many businesses during the current economic downturn caused by the Covid-19 pandemic.

A lot of PPP loan recipients are still experiencing financial distress and are grappling with what the future may hold. We are seeing a marked pick up in owners of businesses with revenues of $10-50 million across a wide array of industry segments, who are now seriously considering a sale as the best path to maximize and realize enterprise value.

New guidance from the SBA regarding PPP loan recipients could potentially add time and complexity to the M&A process. These requirements need to be understood early in the transaction process by both buyers and sellers to avoid the potential for undermining the goals of both parties.

When does a change in ownership occur?

SBA regulations state that a change in ownership occurs when:

  • Ownership interest or common stock of at least 20% is sold or transferred

  • 50% or more the assets are sold or transferred in one or more transactions

  • The entity is merged with another business

What approvals are required?

Depending on the specifics of each situation, a transaction may require the approval of the lender and SBA. Required approvals in the SBA guidance include:


No Approval Required

  • If the PPP loan is forgiven in full or difference between the maximum approved amount and the loan amount is paid.

  • Stock sale transactions involving up to 50% of the common stock or other ownership interest.

PPP Lender Consent

  • Transactions involving a transfer of equity or a merger involving up to 50% common stock or other ownership interest.

  • Prior to closing the borrower submits a complete application for loan forgiveness.

  • Must escrow an amount equal to balance of PPP loan with the lender.

  • Upon approval of the application borrower receives escrowed amount less any unforgiven amounts

SBA and PPP Lender Consent

  • If the transaction is for more than 50% of the common stock or other ownership interest AND the full amount of the PPP loan cannot be escrowed, the following will generally have to be submitted to the SBA for approval of the transaction:

  • Explanation of why the owner cannot repay the loan or escrow the necessary funds.

Copy of the PPP loan documents.

Copy of the PPP note.

Purchase Agreement.

Details on who will be responsible for the obligations of the borrower

for the PPP loan.

  • Statement on whether the buyer has a PPP loan

List of all owners of 20% or more of the common stock or other

ownership interests of the buyer.

SBA Consent Timeline Transactions requiring SBA consent are expected to receive a determination in 60 days of receipt of the complete application as provided in the recently published guidelines. A word of caution, however, is that this is a new process and may take longer to implement at the beginning. Another caution, the application of funds received from multiple government loan programs can add additional time and costs to completing a transaction. In addition to these lender requirements, buyers, in particular, have to understand what financial obligations they're taking on, or risk severely impacting their return on investment. While the provisions of this new SBA guidance should not present any difficulties, this is just another “hoop to jump through” to completing an M&A transaction.Robert Rubin Robert Rubin joined Boustead as Senior Managing Director in 2020 and has over 35 years of experience in Mergers and Acquisitions, the last 25 of which have been specifically focused on the technical services marketplace including Aerospace, Defense and Government contracting in the Washington DC Metropolitan area. In addition to his background in M&A, he has extensive experience in corporate finance and development with public and privately held companies. He has been involved in more than 40 transactions worldwide, and served as President of the National Capital Chapter and on the International Board of Directors for ACG.  Robert is a FINRA registered representative and holds series 7, 24, 63, 79 and 99 licenses. For more information on M&A's contact: Robert Rubin (301) 537-8221 Robert.Rubin@boustead1828.com


This opinion is that of the individual and not necessarily that of Boustead Securities, LLC. This is not a solicitation or offer to buy or sell securities. There is no guarantee that any specific outcome will be achieved.

About Boustead & Company Limited  Boustead & Company Limited is a diversified and comprehensive non-bank financial institution with offices in Los Angeles, New York, San Francisco, London and Beijing that is rapidly expanding in growth markets throughout the US and Asia. Through its principals and fully licensed subsidiaries, Boustead & Company possesses rich experience and exceptional capabilities in capital markets deal execution and is dedicated to providing best-in-class one-stop financial services to clients. Boustead’s comprehensive financial services platform consists of four operating units: Boustead Securities, LLC a US-based FINRA Broker/Dealer and middle-market investment bank; Sutter Securities Group, Inc., which owns four FINRA-regulated entities, Sutter Securities, Inc., Sutter Securities Clearing, LLC and FlashFunders Funding Portal, LLC, along with Sutter Securities Financial Services, Inc., Sutter Capital Partners, LLC a California Registered Investment Advisor; and Boustead Capital Markets, LLP a London-based FCA-regulated company. For more information, please visit www.bousteadco.com. Forward-Looking Statements This document contains forward-looking statements.  In addition, from time to time, we or our representatives may make forward-looking statements orally or in writing.  We base these forward-looking statements on our expectations and projections about future events, which we derive from the information currently available to us.  Such forward-looking statements relate to future events or our future performance, including: our financial performance and projections; our growth in revenue and earnings; and our business prospects and opportunities.  You can identify forward-looking statements by those that are not historical in nature, particularly those that use terminology such as “may,” “should,” “expects,” “anticipates,” “contemplates,” “estimates,” “believes,” “plans,” “projected,” “predicts,” “potential,” or “hopes” or the negative of these or similar terms.  In evaluating these forward-looking statements, you should consider various factors, including: our ability to change the direction of the Company; our ability to keep pace with new technology and changing market needs; and the competitive environment of our business.  These and other factors may cause our actual results to differ materially from any forward-looking statement.  Forward-looking statements are only predictions.  The forward-looking events discussed in this document and other statements made from time to time by us or our representatives, may not occur, and actual events and results may differ materially and are subject to risks, uncertainties and assumptions about us.  We are not obligated to publicly update or revise any forward-looking statement, whether as a result of uncertainties and assumptions, the forward-looking events discussed in this document and other statements made from time to time by us or our representatives might not occur.


Boustead & Company Limited and its affiliated group of companies (collectively “Boustead”), a financial services firm whose affiliates execute and advise on IPOs, mergers and acquisitions, capital raises, project finance, pre-transaction advisory, financial restructuring, sales & trading, crowdfunding, and business valuation services to emerging growth and middle-market companies, is pleased to welcome five seasoned DC-based M&A professionals to the team, including Jiemin Jordan, Robert Rubin, Wesley Teague, Tom Verbeck, and Barton Whitman. Ron E. Ainsworth, Principal of Boustead & Company Limited, brought the DC-based M&A group to Boustead. “Our goal is for this group of seasoned professionals to leverage and expand our success in cyber security, government contracting, healthcare and life sciences to customers on the east coast”, according to Ainsworth.


M&A Professionals


Jiemin Jordan is a seasoned entrepreneur and business executive. She serves as a mentor and an investor of Mach37, a cybersecurity accelerator, and other local angel groups. She is also the managing partner of the Decisive Investment Group and has funded over 200 business transactions. She brings 18+ years executive leadership, business operation, debt financing and corporate transaction experience in Cyber Security, Government Contracting, Real Estate and information technology innovation to Boustead team. In her free time, she serves an Entrepreneur in residence for George Washington University.   Robert Rubin, a principal of Trident Advisors has over 35 years of experience in Mergers and Acquisitions, the last 25 of which have been specifically focused on the technical services marketplace including Aerospace, Defense and Government contracting in the Washington DC Metropolitan area. In addition to his background in M&A, he has extensive experience in corporate finance and development with public and privately held companies. He has been involved in more than 40 transactions worldwide, and served as President of the National Capital Chapter and on the International Board of Directors for ACG.  Robert is a FINRA registered representative and holds series 7, 24, 63, 79 and 99 licenses. Wesley Teague was a partner in Indian River Advisors for six years prior to joining Boustead, and brings over 37 years of C-level executive experience in the commercial, financial, and Federal contracting and defense market sectors. Throughout his career, Wes has concentrated on maximizing corporate growth both as a principal and as an advisor. Wes has extensive experience with all types of corporate transactions including acquiring companies, company recapitalizations and corporate exits with specialized expertise in pre-acquisition due diligence and post-acquisition integration. Wes is a Registered Representative with FINRA and holds Series 63 and 82 licenses and is a FINRA Dispute Resolution Arbitrator. Tom Verbeck, a principal of Trident Advisors has 45 plus years of extraordinary successful, extensive, operational technical leadership in times of adversity/peace, in United States Air Force (achieving Brigadier General); business – Leading successfully multi-Military service, and business development organizations (multiple levels (politically and technically) communications/information and information technology, Health IT and Cyber operations – globally. Named a Federal Top 100 CIO. Tom has a BS in Electrical and Electronics Engineering from Virginia Tech and MS in Systems Management from University of Southern California. An Industrial College of the Armed Forces, graduate. Tom served on boards and advisory councils, including AFCEA and JAS Energy. He is an accomplished speaker; and he served as an adjunct professor in systems management and program management at Embry-Riddle University, and an Adjunct professor at the Defense Acquisition University. Barton Whitman, Founder of Trident Advisors brings over 30 years of C-level executive experience in federal contracting, defense systems, and commercial consulting. Throughout his career, Bart has had a steadfast and focused commitment to excellence through strategic and tactical planning, team-building, and positive leadership. Bart has significant experience and success with managing and growing start-up companies – having founded three businesses. He has also used M&A transactions to gain access to markets with significant barriers to entry and successfully integrated those acquisitions into his consulting firm. Prior to founding Trident Advisors, Bart worked in senior-level management positions with several firms including: Booz Allen & Hamilton, and international consulting firm; Logistics Management Institute, a not-for-profit think tank for the Department of Defense; United Technologies, a defense and commercial contractor; Aquidneck Management Associates, a DoD consulting firm; and the co-founder of MTS Technologies, a federal and commercial consulting firm.


Why Boustead

Boustead’s core value proposition is the ability to create opportunity through innovative solutions and tenacious execution. With experienced professionals in the United States and in other countries, Boustead’s team moves quickly and provides a broad spectrum of sophisticated financial advice and services. All of us at Boustead are diligently working remotely worldwide and are available to support you and your business to weather the impact of the COVID-19 pandemic, and more importantly, mount a winning comeback. Boustead's team of professionals have extensive experience in financing strategies, negotiating transactions, working with leveraged recapitalizations, asset sales, tax-free exchanges, and loan workouts. For more information, please visit www.bousteadco.com.

This is not a solicitation or offer to buy or sell securities. Investments may be speculative, illiquid and there is risk of loss of principal. Past performance is not indicative of future results. There is no guarantee that any specific outcome will be achieved.

About Boustead & Company Limited  Boustead & Company Limited is a diversified and comprehensive non-bank financial institution with offices in Los Angeles, New York, San Francisco, London and Beijing that is rapidly expanding in growth markets throughout the US and Asia. Through its principals and fully licensed subsidiaries, Boustead & Company possesses rich experience and exceptional capabilities in capital markets deal execution and is dedicated to providing best-in-class one-stop financial services to clients. Boustead’s comprehensive financial services platform consists of four operating units: Boustead Securities, LLC a US-based FINRA Broker/Dealer and middle-market investment bank; Sutter Securities Group, Inc., which owns four FINRA-regulated entities, Sutter Securities, Inc., Sutter Securities Clearing, LLC and FlashFunders Funding Portal, LLC, along with Sutter Securities Financial Services, Inc., Sutter Capital Partners, LLC a California Registered Investment Advisor; and Boustead Capital Markets, LLP a London-based FCA-regulated company. For more information, please visit www.bousteadco.com.


Forward-Looking Statements

This document contains forward-looking statements.  In addition, from time to time, we or our representatives may make forward-looking statements orally or in writing.  We base these forward-looking statements on our expectations and projections about future events, which we derive from the information currently available to us.  Such forward-looking statements relate to future events or our future performance, including: our financial performance and projections; our growth in revenue and earnings; and our business prospects and opportunities.  You can identify forward-looking statements by those that are not historical in nature, particularly those that use terminology such as “may,” “should,” “expects,” “anticipates,” “contemplates,” “estimates,” “believes,” “plans,” “projected,” “predicts,” “potential,” or “hopes” or the negative of these or similar terms.  In evaluating these forward-looking statements, you should consider various factors, including: our ability to change the direction of the Company; our ability to keep pace with new technology and changing market needs; and the competitive environment of our business.  These and other factors may cause our actual results to differ materially from any forward-looking statement.  Forward-looking statements are only predictions.  The forward-looking events discussed in this document and other statements made from time to time by us or our representatives, may not occur, and actual events and results may differ materially and are subject to risks, uncertainties and assumptions about us.  We are not obligated to publicly update or revise any forward-looking statement, whether as a result of uncertainties and assumptions, the forward-looking events discussed in this document and other statements made from time to time by us or our representatives might not occur.

bottom of page