I'm currently working on a deal where the company has seen significant growth in earnings during the year. They are using their recent growth to try and justify a higher price on the business. I offered an LOI at a lower purchase price based on historical cash flows but it was too low for them to accept. I like the business overall, and the sellers seem to like me so we're trying to come to terms that we can both agree with. I'm exploring using a forgivable Seller Note to try and give them a higher price while mitigating my risk if the company can't maintain the same trajectory they are on this year. The seller note would be partially forgivable based on future earnings being in line with 2023 earnings.

I spoke with one lender who mentioned they have not had much success getting a deal with a forgivable seller note approved. Anyone have any experience/success with this? Would love to hear how you structured the deal to make it possible and SBA approvable.