SMALL BUSINESS INVESTMENT COMPANIES
Thirty-five years ago an entrepreneur looking for the capital to
launch a small business had very few sources to turn to. There was no
institutional resource to back up promising but untried ideas. Again and
again, businesses with great potential for innovation failed - or never
got off the ground.
To help solve this problem, Congress created in 1958, The Small
Business Investment Company (SBIC) program. SBICs, licensed by the Small
Business Administration, are privately organized and privately managed
investment firms. They are participants in a vital partnership between
government and the private sector economy. With their own capital and
with funds borrowed at favorable rates through the Federal Government,
SBICs provide venture capital to small independent businesses, both new
and already established. Substantially all SBICs are profit-motivated
businesses. A major incentive for SBICs to invest in small businesses is
the chance to share in the success of the small business if it grows and
prospers.
WHO BENEFITS FROM THE SBIC PROGRAM?
Small businesses qualifying for assistance
from the SBIC program are able to receive equity capital, long-term
loans, and expert management assistance. Venture capitalists
participating in the SBIC program can supplement their own private
investment capital with funds borrowed at favorable rates through the
federal government. Most important, the U.S. taxpayer benefits. Tax
revenue generated each year from successful SBIC investments more than
covers the cost of the program. The SBIC program also provides the
taxpayer with more job opportunities since SBIC-financed small
businesses are proven job creators.
PRINCIPAL ADVANTAGES TO THE
SBIC
An SBIC begins with people who have venture
capital expertise and capital, and who want to form a venture capital
investment company. By law, an SBIC can be organized in any state, as
either a corporation or a limited partnership. Most SBICs are owned by
relatively small groups of local investors. Many, however, are owned by
commercial banks. Some SBICs are corporations with publicly traded
stock, and some are subsidiaries of corporations.
GOVERNMENT LEVERAGE
An
SBIC in good standing, with a demonstrated need for funds, may receive
leverage (borrowed funds) equal to 300 percent of its private capital.
However, in no event may any SBIC draw down leverage in excess of $90.0
million.
To obtain leverage, regular SBICs issue their debentures which are
guaranteed by SBA. Pools of these SBA guaranteed debentures are sold to
investors through a public offering. Under current procedures, the
debentures have a term of five or ten years. The rate of interest on the
debenture is determined by market conditions at the time of the sale.
LOANS
SBICs can make
long-term loans to small business concerns in order to provide them with
funds needed for their sound financing, growth, modernization, and
expansion.
An SBIC may provide loans independently, or in cooperation with other
public or private lenders. SBIC loans to small business concerns may be
secured, and should be of reasonably sound value. Such a loan may have a
maturity of no more than 20 years, although under certain conditions the
SBIC may renew or extend a loan's maturity for up to 10 years.
DEBT SECURITIES
An SBIC may elect to
loan money to a small business concern in the form of debt securities -
loans for which the small business concern issues a security, which may
be convertible into or have rights to purchase equity in the small
business concern (often called a "warrant"). These securities may also
have special amortization and subordination terms.
EQUITY SECURITIES
An SBIC may provide
equity capital to small business concerns, and may do so by purchasing
the small business concern's equity securities. The SBIC may not,
however, become a general partner in any unincorporated small business
concern, or otherwise become liable for the general obligations of an
unincorporated concern.
SIZES AND TYPES OF BUSINESSES
SBICs may
invest only in qualifying small business concerns or, if the SBIC has
temporary idle funds, certain short term instruments (Federal Government
securities, insured S&L deposits, CDs, and demand deposits). SBICs
may not invest in the following: other SBICs, finance and investment
companies or finance-type leasing companies, unimproved real estate,
companies with less than one-half of their assets and operations in the
United States, passive or casual businesses (those not engaged in a
regular and continuous business operation), or companies which will use
the proceeds to acquire farm land.
CONTROL
An SBIC is not permitted to
control, either directly or indirectly, any small business on a
permanent basis. Nor may it control a small business in participation
with another SBIC, or its associates. In cases of inordinately high
risk, the SBA may allow an SBIC to assume temporary control in order to
protect its investment. But in those cases the SBIC and the small
concern must have an SBA- approved plan of divestiture in effect.
OVERLINE LIMITATIONS
Without written
SBA approval an SBIC may invest no more than 20 percent of its private
capital in securities, commitments, and guarantees for any one small
concern.
PROHIBITED REAL ESTATE INVESTMENTS
An
SBIC may not invest in farm land, unimproved land, cemetery subdividers
or developers, or any small concerns classified under Major Group 65
(Real Estate) of the SIC Manual, with the exception of subdividers and
developers, title abstract companies, real estate agents, brokers, and
managers. Investment in real estate related businesses is limited to one
third of the SBIC's portfolio, and combined investment in real estate
related activities (building contractors, hotels, and lodging places,
etc.) is limited to two thirds of an SBIC's portfolio investments.
PROHIBITED RELENDING,
REINVESTING
SBICs may not provide funds for a small
concern whose primary business activity involves directly or indirectly
providing funds to others, purchasing debt obligations, factoring, or
leasing equipment on a long- term basis with no provision for
maintenance or repair. However, SBICs may finance Disadvantaged Concerns
engaged in relending or reinvesting activities (except agricultural
credit companies, and those banking and savings and loan institutions
not insured by agencies of the Federal Government).
PROCEEDS OF FINANCING
In
general, investment funds used to purchase securities must go directly
to the small business concern issuing the securities. They should not be
used to purchase already outstanding securities such as those on a stock
exchange, unless such a purchase is necessary to insure the sound
financing of a small concern, or when the securities will be used to
finance a change of ownership. The purchase of publicly offered small
business securities through an underwriter is permitted as long as the
proceeds of the purchase will go to the issuing company.
MINIMUM PERIOD OF
FINANCING
Loans made to and debt securities purchased
from small concerns should have minimum terms of one year. The small
concern should have the right to prepay a loan or debt security with a
reasonable penalty where appropriate.