Hey Search Fund Community,

I have a target co. in the education space, the seller is open and willing to do a 100% seller note and we get 100% of the equity. There are a couple of things about the business. 1) Much smaller than I would like. 2) It's a bit of a turnaround as it is poorly run. 3) Lot's of upside with current + new business model 4) Note is interest-only for 3 years, with discounts if paid off/refinanced earlier. 5) They are suggesting an operational agreement for 1 yr with the option of purchase at any time.

However, the premium they want associated with this deal structure is giving me heartburn. I am fine paying a hefty premium for this, but what they are asking is too much in my opinion, and am thinking about walking away. Any other thoughts around this? Do I walk away? Go for it? Open to ideas. Ping me if you want more color. --@----.com