Advice for a seller note discussion?
October 06, 2025
by a searcher in Traverse City, MI, USA
I’m in discussions for a marine services business that includes both operating assets and significant real estate. The business is stable, profitable, and has a loyal recurring customer base — but it’s also heavily owner-dependent, particularly in mechanic work, electronics, and quoting, while job scheduling, diagnostics, and customer relationships have already been transitioned to another employee.
To mitigate that risk, I’ve proposed a structure that includes the seller carrying a component of the value with a note or a small earnout (depending on how the cap structure works out), primarily to align incentives during the transition, not as a price reduction. The seller has pushed back, expressing hesitation about “acting as a bank” and a desire to exit cleanly.
For those who’ve encountered similar dynamics:
• How have you framed the purpose of a seller note in a way that makes sense to a retiring owner?
• Have you successfully repackaged seller carry into something more palatable — e.g., transition support payments, consulting agreements, or escrow mechanisms?
• In deals where the owner is essential to the handoff, what have you found most effective for balancing transition risk and seller comfort?
I’d appreciate any insights or creative structuring examples that have worked in similar small business transitions.
from Massachusetts Maritime Academy in Hull, MA, USA
in Boston Metropolitan Area, USA