ACQUISITION / SELLER NOTE

Seller Financing

Seller financing can reduce the buyer's cash burden and align incentives, but the note still has to fit alongside senior debt and post-close operating needs.

PART OF / Acquisition FinancingUnderstand the parent funding structure
THE CONTEXT CHANGES THE CONVERSATION

If the Seller Believes the Cash Flow, Sometimes They Help Finance It.

Seller financing leaves part of a business purchase price payable to the seller under a negotiated note. It is part of the capital stack, not free equity.

01

Specify subordination, security, payment timing and default provisions.

02

Combined senior and seller debt must leave operating cash after closing.

PREPARE FOR THIS CONVERSATION

Bring the specifics.

  • Seller note term sheet
  • Senior-lender requirements

Keep an eye on

  • Subordination or standby requirements may restrict payments.
  • Disputes over the business can complicate an ongoing creditor relationship.
See the wider checklist
T / CAPITAL, CONSIDERED

Work through the assumptions.

04 / CAPITAL, CONSIDERED

Keep these on the shortlist.

THE BIGGER PICTURE

Capital is one part
of the plan.

Q / CAPITAL, CONSIDERED

A question worth asking.

Can both lenders collect immediately after closing?

That depends on the agreements. Senior debt or program requirements may restrict seller-note payments; settle the treatment before closing.

YOUR NEXT MOVE

A specific need deserves a specific plan.

Start with your profile. Understand the tradeoffs. Prepare a clear request.