Advice for a seller note discussion?

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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.
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Reply by a searcher
from Massachusetts Maritime Academy in Hull, MA, USA
Hey Luke, Thought I’d throw in my .02. I grew up around boatyards and marinas, went through Mass Maritime for Marine Engineering, ran a scuba biz, owned a boating forum, and now to toot last horn, I now build spec tuna boats at my shop—Proud to have lost money 3/4 of them :) I get both sides of this. Bottom line: I’d pick another opportunity. He doesn’t want to have skin in the game because deep down he knows the odds of a new buyer stepping in and making it work after a 60–90 day training just aren’t realistic. The mechanical side, electronics installs, shrink wrap, winterizing—these things take years. It’s impossible to staff right, customers can be brutal, and no two boats are ever the same. Every job needs creativity and planning. It’s not just “installing a GPS”—it’s knowing how to run wires cleanly, proper crimping, how to work around the quirks of each boat. That takes experience you can’t shortcut. The only real way to make steady money in this niche is through slip rentals or mooring field ownership—consistent revenue you can build on. I saw at a very similar boat yard business for sale near me when I was on the hunt but didn’t even consider it. It was the last type of business I’d want to be tied into. If you want more “talk you out of it” info, happy to share. Just PM me
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Reply by a searcher
in Boston Metropolitan Area, USA
You can sell him on the fact that he’ll continue to get some cashflow for a period of time, he’ll save on capital gains taxes, and it’ll also be easier to get bank financing if he agrees to help with the transition. That said though, don’t fall in love with something that doesn’t love you back, and it’s not necessarily a red flag, but your radar should go up a bit whenever someone wants to give you a taillight warranty.
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