OMB Approval No. 3245-0062
Expiration Date: MM/DD/YYYY
409 3rd St., SW • Washington, DC 20416 • (202) 205-6510
The SBIC Program
Form 2182: Principal Exhibits
Name of Principal: |
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Name of Applicant: |
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The estimated burden for completing this form, including all Exhibits, is 22 hours per response for each individual respondent required to complete Exhibits A through F when submitting a Management Assessment Questionnaire and 1 hour per response for each individual respondent required to update Exhibits A through F and complete Exhibits G through J when submitting a License Application.
You are not required to respond to any collection of information unless it displays a currently valid OMB approval number. Comments on the burden should be sent to the US Small Business Administration, Chief, Administrative Information Branch, Washington, DC 20416 and Desk Officer for the Small Business Administration, Office of Management and Budget, New Executive Office Building, Room 10202, Washington, DC 20503. OMB Approval 3245-0062.
Please do not send forms to OMB. Refer to Instructions for information on where and how to submit the requested information.
Table of Contents 2
Notices Required by Law 3
PAPERWORK REDUCTION ACT (44 U.S.C. Chapter 35) 3
PRIVACY ACT (5 U.S.C. 522a) 3
FREEDOM OF INFORMATION ACT (5 U.S.C. 552) 4
Exhibits A through E: MAQ & License Application 5
Exhibit A. Experience 5
Exhibit B. Legal Questionnaire 6
Exhibit C. Other SBIC Activities and Relationships 12
Exhibit D. References 14
Exhibit E. Track Record 15
Exhibit F. Portfolio Detail 16
Exhibits G through J: License Application ONLY 18
Exhibit G. Identified Parties & Fingerprint Cards 18
Exhibit H. Statement of Personal History (Individuals) 21
Exhibit I. Statement of Personal History (Entities) 23
Exhibit J. Authorization to Release Information 25
The following is a brief summary of the laws applicable to this collection of information.
The information requested in Exhibits to the Small Business Investment Company Management Assessment Questionnaire (Exhibits A to F) and License Application (Exhibits A to J) (“Exhibits”) will be used in connection with an investigation of your experience and character. The scope of this investigation may include contact with banks, other financial institutions, individuals, business associates, law enforcement offices (including but not limited to SBA's Office of Inspector General and the Federal Bureau of Investigation), and any others that will assist SBA in making an adequate appraisal of your general business reputation and character. SBA may also use the information to assist in obtaining credit bureau reports, including consumer credit reports and scores on the principals of the SBIC applicant, for the purpose of determining whether to approve a principal’s participation in the SBIC program.
If information provided to SBA indicates a violation or potential violation of law, whether civil, criminal, or administrative in nature, SBA may refer it to the appropriate agency, whether Federal, State, local or foreign, charged with responsibility for or otherwise involved in investigation, prosecution, enforcement or prevention of such violations.
Any person can request to see or get copies of any personal information that is maintained by SBA. However, requests for information about another individual may be denied unless SBA has the written permission of the individual to release the information to the requestor or unless the information is subject to disclosure under the Freedom of Information Act (5 U.S.C. 552).
Generally, you are not required to provide your social security number and the failure to provide your social security number may not affect any right, benefit or privilege to which you are entitled. However, the Debt Collection Improvement Act of 1996 (31 U.S.C. 7701(c)(1)) permits a Federal agency to require each person doing business with that agency to furnish to that agency that person’s taxpayer identification number (TIN). Therefore, it is mandatory that you furnish your TIN pursuant to the Debt Collection Improvement Act of 1996. Additionally, disclosure of your name and other personal information requested is mandatory. SBA is required under Section 301(c)(3) of the Small Business Investment Act, 15 U.S.C. 681(c)(3), to consider the general business reputation of certain key individuals in order to make a determination about whether each individual has the business experience and character necessary to participate in the SBIC program. Your social security number and other personal identifiers assist SBA in making these determinations required by law. If you do not provide this information, SBA will be unable to reach a favorable determination concerning your participation in the SBIC program.
This law provides, with some exceptions, that we must make records or portions of records contained in our files available to persons requesting them. This generally includes aggregate statistical information on the SBIC program and other information such as names of licensed SBICs and names of companies that have been financed by SBICs. We do not routinely make available to third parties your proprietary data or information that would cause competitive harm or would constitute a clearly unwarranted invasion of personal privacy. We note that Exemptions, 4, 6 and 8 of the Freedom of Information Act (FOIA) allow SBA to withhold financial data on individual companies.
To request information under FOIA, you must send the request to the SBA office maintaining the records requested or the Chief, FOI/PA Office, 409 3rd Street, SW, Washington, DC 20416, or by e-mail to [email protected], and identify it as a Freedom of Information Act (FOIA) request. The request must describe the specific records you want.
PRIOR TO SUBMITTING THIS DOCUMENT, PLEASE SEE THE “NOTICES REQUIRED BY LAW” ON PAGE 3 OF THESE EXHIBITS FOR EXPLANATIONS ABOUT DISCLOSURE OF INFORMATION AND USES OF SUCH INFORMATION.
For each individual, include a resume (not just a narrative) of relevant experience and education, with dates and addresses shown. (The resume belongs in this exhibit and in no other place.) A length of two pages is preferable, but do not exceed three pages.
Relate your business and professional experience during the past twenty years, as well as any prior experience that relates to your qualifications to manage an SBIC. Give the title of each position, and describe the basic functions and responsibilities.
Regarding education, list your degrees, major areas of study, and names and addresses of the institutions attended.
If desired, you may also include any other information that would be considered relevant to demonstrating qualifications for being a principal of an SBIC.
Delete these instructions prior to submission.
Submit this exhibit for each principal. Please enter the last name of the principal and the name of the applicant fund in the heading above.
Answer all of the following questions. If the answer to any question is “yes”, furnish complete details on a separate sheet, attached to this exhibit. Include all pertinent information, including, name(s) under which charged, dates, locations, titles of proceedings, docket numbers, fines and penalties (paid and unpaid), sentences, type of offense (misdemeanor or felony), dates of parole/probation, and relevant documents.
For the purposes of this exhibit, a “substantial ownership interest” in an organization is considered to be an interest, direct or indirect, of 20% or more as reflected in equity interests, voting interests, or profit interests. The term “senior management” generally refers to meaningful participation in budget or investment decisions. If you have questions about whether or not you would have been considered part of senior management, discuss the issue with an SBA program development analyst, licensing analyst, or operations analyst.
This exhibit must be signed when submitted as part of either a MAQ or a license application. Any changes in the responses between the MAQ and the license application should be noted and explained.
NOTE: Questions B1 through B3 are repeated in Exhibit G and should be answered in both instances.
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PRIOR TO SIGNING THIS DOCUMENT, PLEASE SEE THE “NOTICES REQUIRED BY LAW” ON PAGE 3 OF THESE EXHIBITS FOR EXPLANATIONS ABOUT DISCLOSURE OF INFORMATION AND USES OF SUCH INFORMATION.
I certify that all of the information I have provided on this Exhibit B and any other information I have submitted in connection with this Exhibit D is true, correct and complete to the best of my knowledge. I understand that knowingly making a false statement is a violation of Federal law and could result in criminal prosecution under 18 USC §§ 287, 371, 1001, 1006, and 1014, including fines of up to $1 million and up to 30 years imprisonment, 15 USC §§ 645 and 687(f), civil penalties under 31 U.S.C. § 3729, government-wide debarment or suspension, and denial, suspension, or revocation of a Small Business Investment Company license.
I have read the “Notices Required by Law” and I authorize the U.S. Small Business Administration Office of Inspector General to request criminal record information about me from criminal justice agencies for the purpose of determining my eligibility for the Small Business Investment Company program.
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If you answered “yes” to any of the questions in Exhibit B, please provide additional detail here. Please be sure to reference the question to which your commentary applies.
Submit this Exhibit for each principal.
If you own, or will own, 10% or more of the Private Capital (13 CFR 107.50) of the SBIC, were any of the funds used, or to be used, in purchasing said Private Capital, borrowed? YES ☐ NO ☐
If “Yes”, give full details, including your net worth, amount borrowed or to be borrowed, source of funds borrowed or to be borrowed, terms of repayment, security and/or guarantors.
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Are you, or have you been?
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If you answered “Yes” to any of the four questions above, please provide the name of the SBIC, your positions, and the dates of affiliation.
SBIC Fund I – Investment Committee Member – 4/08 to 5/12
SBIC Fund II – 10% or more Investor – 9/97 to 7/05
Are you a Close Relative (13 CFR 107.50) of any person Affiliated (13 CFR 121.103) with the Applicant or of any SBIC? YES ☐ NO ☐
If “Yes”, provide the name of the SBIC and the relationship.
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To the best of your knowledge and belief, during the past ten years, has any organization, either while you were a member of senior management or when you had a substantial direct or indirect ownership interest (20% or greater):
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If you answered “Yes” to either of the two questions above, please describe below, giving all pertinent details, including the names of all parties to the transaction, dates, amounts involved, terms, use of proceeds, etc., and the outcomes of the financings.
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PRIOR TO SUBMITTING THIS DOCUMENT, PLEASE SEE THE “NOTICES REQUIRED BY LAW” ON PAGE 3 OF THESE EXHIBITS FOR EXPLANATIONS ABOUT DISCLOSURE OF INFORMATION AND USES OF SUCH INFORMATION.
Exhibit D should be completed using the Excel file titled “Form 2182 – Exhibit D.” Only one file should be submitted, containing all of the references for all of the principals. DO NOT submit a separate file for each principal.
PRIOR TO SUBMITTING THIS DOCUMENT, PLEASE SEE THE “NOTICES REQUIRED BY LAW” ON PAGE 3 OF THESE EXHIBITS FOR EXPLANATIONS ABOUT DISCLOSURE OF INFORMATION AND USES OF SUCH INFORMATION.
Exhibit E should be completed using the Excel file titled “Form 2182 – Exhibit E1” and “Form 2182 – Exhibit E2.”
PRIOR TO SUBMITTING THIS DOCUMENT, PLEASE SEE THE “NOTICES REQUIRED BY LAW” ON PAGE 3 OF THESE EXHIBITS FOR EXPLANATIONS ABOUT DISCLOSURE OF INFORMATION AND USES OF SUCH INFORMATION.
For each of the investment funds included in “Exhibit E: Track Record”, please submit the supporting documentation listed below in ELECTRONIC format only. Hard copies will not be accepted.
All annual reporting packages sent to limited partners as well as the four most recent quarterly reporting packages.
The original investment memoranda for each investment included in Exhibit E.
Deal summaries for each investment included in Exhibit E. You may use (i) the template cited on the next page, (ii) your own format, or (iii) you may refer us to deal summaries already included in the fund’s annual or quarterly LP reports as long as they contain the information requested below. The deal summaries should be current through the valuation or exit date of the investment.
Portfolio Company Name & Description
Briefly describe the business, the sector in which it operates and the markets it serves.
Ownership Structure
Include a table showing all owners of the firm, with percentages, at closing and currently
Initial Investment Thesis
Briefly describe the opportunity, the value drivers identified at the time of investment and the anticipated exit opportunities.
Transaction Summary
Briefly describe the structure of the transaction, including the types of securities used, the amounts invested per security, maturities, rates and any other relevant structuring information.
Capitalization Table
Please include a table accounting for all layers of the firm’s capital structure, with amounts, maturities and rates at closing and currently.
Valuation Methodology
If the investment is unrealized, provide a full explain of your valuation methodology.
Outlook
For unrealized investments, indicate whether the company is “On,” “Above” or “Below” plan and describe your expectations of future performance.
Financial Results
Present the financial results for the firm, including:
Revenue & YOY% Growth
EBITDA & YOY% Growth
EBITDA Margin
Enterprise Value
EV/EBITDA
Total Debt
Total Debt/EBITDA
This information should be provided on an annual basis for the following time intervals:
At Closing
Going back at least 3 fiscal years from the valuation/exit date
“Wind-Up Plan” for each active fund, including (i) the remaining number of years you expect the fund to operate, (ii) the expected liquidation date and anticipated proceeds for each remaining investment, (iii) the timing and amount of any planned reduction in your management expenses, and (iv) the timing of repayments on any obligations outstanding to SBA (if applicable).
For all active funds, provide an aging report for any on- or off-balance sheet interest receivables.
The Institutional Limited Partners Association has produced a document titled “Quarterly Reporting Standards: Best Practices.” Included is a sample “Portfolio Company Update” you may use as a guide in preparing the deal summaries described above.
The document is available online via www.ilpa.org/quarterly-reporting-standards. At the bottom of the webpage is an excel version of the “Portfolio Company Update” template available for download.
Image Source: Institutional Limited Partners Association. (2011). Quarterly Reporting Standards: Best Practices. Toronto, Canada. Retrieved June 6, 2013, from http://www.ilpa.org/quarterly-reporting-standards
PRIOR TO SUBMITTING THIS DOCUMENT, PLEASE SEE THE “NOTICES REQUIRED BY LAW” ON PAGE 3 OF THESE EXHIBITS FOR EXPLANATIONS ABOUT DISCLOSURE OF INFORMATION AND USES OF SUCH INFORMATION.
In Table G1 below, please list:
All officers and directors of a corporate SBIC, general partners of a limited partnership SBIC, or managers of an LLC SBIC. (Note that if the general partner of a limited partnership SBIC or the manager of an LLC SBIC is an entity, then all of the managers of the entity must be listed.)
All individuals or entities that exercise "Control" (as defined in 13 CFR 107.50) or who are “Control Persons” (as defined in 13 CFR 107.50).
All individuals or entities that own or control, directly or indirectly, thirty-three percent (33%) or more of the outstanding securities (or equivalent ownership interests) of the SBIC.
All investment committee members and any individual whose role is highly influential (SBA liaison, officers and employees of the applicant’s investment advisor/manager with day-to-day management responsibility and/or signing authority for the applicant).
The three ranking managers or officers of any entity described in (2) or (3) above.
Indicate the following:
In the column labeled “Code”, enter a category number from the choices directly above.
In the column “Role in the SBIC” insert a few words describing each party’s role in the SBIC
Place an “X” in the FPC box for each individual required to be fingerprinted. (See Guidelines for Fingerprint Cards below).
Each individual listed in Table G1 must submit an Exhibit H, Statement of Personal History – Individuals, and each entity listed in Table G1 must submit an Exhibit I, Statement of Personal History – Entities. Each individual required to be finger-printed must submit two (2) signed fingerprint cards (Form FD-258) with all fields completed. If a listed entity is newly formed, it is not necessary to submit Exhibit I; next to the entity name in Table G1, indicate “new” and give the date of formation.
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GENERAL RULE: Unless one of the exemptions below applies, each individual listed in Table G1 must submit two (2) signed fingerprint cards. Please be advised that SBA, in its sole discretion, may require a Statement of Personal History and fingerprint cards from any person associated with the SBIC applicant, even if that person is not listed in Table G1.
Note that fingerprint card form FD-258 must be used and must be preprinted with SBA’s agency identification. These forms can be obtained directly from SBA through a program development analyst, operations analyst, or by sending an email request to [email protected].
EXEMPTIONS: The entities listed below are exempt from the requirement that their three ranking managers submit fingerprint cards and statements of Personal History. However, any manager who has an arrest record must submit fingerprint cards and a Statement of Personal History regardless of these exemptions.
Companies registered under the Investment Company Act of 1940.
Advisors registered under the Investment Advisors Act of 1940.
Broker-Dealers registered under the Securities and Exchange Act of 1934.
Federal Home Loan Banks.
National banks regulated by the Office of the Comptroller of the Currency, FDIC members, or federal savings associations regulated by the Office of Thrift Supervision.
Any company subject to regulation under the Bank Holding Company Act or regulated as a Financial Holding Company under the Gramm-Leach-Bliley Act.
U.S. subsidiaries of foreign banks that take deposits in the U.S., provided the subsidiary has a net worth of at least $10 million.
Foreign banks that do NOT accept deposits in the U.S. and which have a net worth of $50 million or greater, and have publicly available audited financial statements.
Domestic insurance companies with a minimum of $10 million of surplus.
Any corporation (domestic or foreign) whose stock (or ADRs) trades on the New York Stock Exchange.
Any company required to file periodic reports with the Securities and Exchange Commission under Section 15(d) or 12(g) of the Securities and Exchange Act of 1934 and whose net worth is $20 million or greater, and whose stock trades on the American Stock Exchange or the NASDAQ National Market.
State and local government agencies.
State and local government retirement plans.
Employee benefit plans covered by ERISA with assets of at least $50 million.
Entities tax-exempt under §501(c)(3) of the Internal Revenue Code with assets of $10 million or greater, net of liabilities.
Foreign entities substantially equivalent to those exempted above, as determined by the SBA.
Example of a Fingerprint Exemption: Assume the following structure:
The starting point in this analysis is the recognition that LP#1 is an entity investor which has a 33% ownership interest in SBIC. Therefore, under the Item No. A3 of the instructions on the first page of this exhibit, this entity is required to be listed in Table B1.
As an entity investor, LP#1 is required to list its three ranking managers or officers in Table B1 (see Item No. A5), and under the fingerprint guidelines, each ranking manager of LP#1 is required to submit fingerprint cards, unless an exemption applies.
Since, however, LP#1 is owned by a registered broker-dealer under the Securities and Exchange Act of 1934, the managers or officers of the registered broker-dealer are exempt from the fingerprint requirement, and because an exemption has been reached, the analysis for this investor can stop.
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H1. Applicant or Licensee Name |
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H2a. First Name in Full |
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H2b. List All Former Name(s) and Any Other Current Names Used (If “none”, so state) |
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H2c. List current and any former or other social security numbers (SSNs) used and names associated with these numbers. (If no other SSNs used, so state.) |
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H3a. Date of Birth (Month, Day, Year) |
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H3b. Place of Birth (City, State, Country) |
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H3c. Citizen of U.S.? |
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H3d. If a U.S. citizen |
Native Born |
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Naturalized |
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N/A |
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H3e. If naturalized, date, city, state and the naturalization or citizenship certificate number |
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H3f. If you are not a citizen of the U.S., are you a permanent resident alien? |
Yes |
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No |
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H3g. If “yes” to H3f, provide the date you entered the U.S., the location (city and state) and your alien registration number |
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H4. Starting with your present address, list all residence addresses for the last ten years.
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If the answer to H5, H6, or H7 is “yes,” attach complete details to this exhibit. Include dates, location, fines and penalties (paid and unpaid), sentences (misdemeanors or felony), dates of parole/probation, name(s) under which charged, and any other pertinent information.
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If the answer to H8 is “yes,” attach complete details of proceeding(s) to this exhibit (including the indictment or complain and the court, title of proceeding, date and docket number).
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PRIOR TO SIGNING THIS DOCUMENT, PLEASE SEE THE “NOTICES REQUIRED BY LAW” ON PAGE 3 OF THIS FORM FOR EXPLANATIONS ABOUT DISCLOSURE OF INFORMATION AND USES OF SUCH INFORMATION.
I certify that all of the information I have provided on this Exhibit H and any other information I have submitted in connection with this Exhibit H is true, correct and complete to the best of my knowledge. I understand that knowingly making a false statement is a violation of Federal law and could result in criminal prosecution under 18 USC §§ 287, 371, 1001, 1006, and 1014, including fines of up to $1 million and up to 30 years imprisonment, 15 USC §§ 645 and 687(f), civil penalties under 31 U.S.C. § 3729, government-wide debarment or suspension, and denial, suspension, or revocation of a Small Business Investment Company license.
I have read the “Notices Required by Law” and I authorize the U.S. Small Business Administration Office of Inspector General to request criminal record information about me from criminal justice agencies for the purpose of determining my eligibility for the Small Business Investment Company program.
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SBIC |
I1. Applicant or Licensee Name |
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Address: Street, City, State, Zip Code |
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I2. Legal Name of Entity |
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I3. List all former name(s) and addresses, EINs, and any other trade names used and addresses used. (If “none”, so state) |
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I4. Headquarters Address (Physical Address) |
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I5. Name of Contact Person |
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I6. Telephone No. |
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I7. Date of Organization |
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I8. State/Foreign Country of Organization |
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List the three ranking officers/managers with their respective titles.
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[continued on next page]
PRIOR TO SIGNING THIS DOCUMENT, PLEASE SEE THE “NOTICES REQUIRED BY LAW” ON PAGE 3 OF THIS FORM FOR EXPLANATIONS ABOUT DISCLOSURE OF INFORMATION AND USES OF SUCH INFORMATION.
I certify that all of the information I have provided on this Exhibit I and any other information I have submitted in connection with this Exhibit I is true, correct and complete to the best of my knowledge. I understand that knowingly making a false statement is a violation of Federal law and could result in criminal prosecution under 18 USC §§ 287, 371, 1001, 1006, and 1014, including fines of up to $1 million and up to 30 years imprisonment, 15 USC §§ 645 and 687(f), civil penalties under 31 U.S.C. § 3729, government-wide debarment or suspension, and denial, suspension, or revocation of a Small Business Investment Company license.
I have read the “Notices Required by Law” and I authorize the U.S. Small Business Administration Office of Inspector General to request criminal record information about me from criminal justice agencies for the purpose of determining my eligibility for the Small Business Investment Company program.
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Signature |
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Date |
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PRIOR TO SUBMITTING THIS DOCUMENT, PLEASE SEE THE “NOTICES REQUIRED BY LAW” ON PAGE 3 OF THESE EXHIBITS FOR EXPLANATIONS ABOUT DISCLOSURE OF INFORMATION AND USES OF SUCH INFORMATION.
This form must be signed for each principal of the SBIC entity and/or fund sponsor(s) as part of the License Application only. A signed original and two copies must be submitted for each person.
In connection with an application for an SBIC license, or operation of an SBIC, I hereby authorize the U.S. Small Business Administration (“SBA”) and its agents to make inquiries, including obtaining a consumer report from a consumer reporting agency, to determine by person credit standing.
A photographic copy of this authorization (being a photographic copy of the original signature of the undersigned) is equivalent to the original and may be considered a duplicate original.
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Signature |
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SBA Form 2182 (07-13) Previous editions obsolete
File Type | application/vnd.openxmlformats-officedocument.wordprocessingml.document |
Author | JFinkel |
File Modified | 0000-00-00 |
File Created | 2021-01-28 |