SBA RULES CHANGE IMPACTS VALUATION OF SMALL BUSINESS CONTRACTORS

Small Business Multiple Award Contract (MAC) companies will no longer be able to be identified as small for business conducted under their MAC’s if they are purchased by a non-small business under a new rule recently published by the Small Business Administration (SBA).  Such contractors had previously been able to continue being considered small for the duration of the original MAC award, even if acquired during the contract term.  As of January 17, 2026, however, this will no longer be the case.  The SBA change was tucked inside a massive rulemaking that, on its face, impacted only HUBZone contractors.  The second part of the rule title, “Clarifications to Other Small Business Programs” is perhaps one of the SBA’s largest understatements of the year.  The rule “clarifies” that, for MAC IDIQ contracts, if a small business contract holder recertifies after being acquired by a large business, the contractor loses eligibility for future set-aside task orders and options under that MAC IDIQ. SBA calls this a “disqualifying recertification.”  This could cause the valuation of MAC small businesses to fall, potentially lowering their acquisition price for all but acquisitions by other small companies.  This is the primary reason why the SBA delayed implementation of the rule until early 2026.  Companies acquired before that time will not be impacted by the rule.  Large contractors and any small businesses they may want to acquire, therefore, are now on the clock to complete acquisitions in time if the value of the small businesses MAC’s are a key consideration of any potential sale.  A situation where a small company acquires a small MAC holder would also not trigger a disqualifying recertification so long as the buyer was originally considered small under the scope of the MAC.  The new rule essentially creates an exemption from the affiliation consideration in this circumstance.