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Seller Financing

Guide to Understanding Seller Financing

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Seller Financing

Seller Financing in M&A Transactions

With seller financing, the seller of a business agrees to finance a portion of the sale price, i.e. the seller accepts a portion of the total purchase price as a series of deferred payments.

A significant portion of M&A transactions involving small to medium-sized businesses (SMBs) include seller financing.

Seller financing means the seller agrees to receive a promissory note from the buyer for an unpaid portion of the purchase price.

While less common in the middle market, seller financing does appear occasionally, but in far lower amounts (i.e. 5% to 10% of the total deal size).

Usually, the seller offers the financing if no other sources of funding can be obtained by the buyer and the transaction is on the verge of falling apart for that reason.

Seller Note in M&A Deal Structure

A seller note is designed to bridge the gap between the seller’s sale price and the amount that the buyer can pay.

However, there is substantial risk associated with providing financing to a buyer, especially since the seller is an individual with limited resources rather than an institutional lender.

The seller must carefully vet the buyer by requesting a credit report, calling personal references, or hiring a third party to run an in-depth background check.

If all goes well and the buyer fulfills all their debt obligations, the seller note can facilitate a quicker sale, despite the risk undertaken.

The process of applying for a bank loan can be time-consuming, only for the result to sometimes be a rejection letter, as lenders can be hesitant to provide financing to fund the purchase of a small, unestablished business.

Seller Financing Terms

A seller note is a form of financing wherein the seller formally agrees to receive a portion of the purchase price — i.e. the acquisition proceeds — in a series of future payments.

It is important to remember that seller notes are a type of debt financing, thus are interest-bearing securities.

But if there are other senior secured loans used to fund the transaction, seller notes are subordinated to those senior tranches of debt (which have higher priority).

Most seller notes are characterized by a maturity term of around 3 to 7 years, with an interest rate ranging from 6% to 10%.

  • Maturity Term = 3 to 7 Years
  • Interest Rate = 6% to 10%

Because of the fact that seller notes are unsecured debt instruments, the interest rate tends to be higher to reflect the greater risk.

Seller Financing Example

For instance, suppose a seller of a small business has set the sale price at $5 million.

However, an interested buyer obtained $4 million in bank loans and has $300K in cash, meaning there is a shortage of $700K.

If the seller decides to take the risk, the $700K gap in financing can be bridged through a seller note (and the transaction can then close).

The seller and buyer will then negotiate the terms of the seller note and have them written out in a document that states the interest rates, scheduled interest payments, and the maturity date on which the remaining principal must be repaid.

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