Buying a company that is seasonal

September 27, 2025

by a searcher from Carnegie Mellon University in Denver, CO, USA

The company I am looking at generates most of its revenue from April to October. If I get in an LOI today, and close in January (approximately), I will no doubt be in the negative for several months. What are creative deal structuring ways to make this make more sense for the buyer? A few ideas I have: 1. Push back the closing date to March. This will give me some time to get familiar with the business before the busy season. However, this means that I will be under LOI for 6 months. 2. Push back the closing date to March, but work under the current owner when the bank and due diligence are complete and ready - around January. 3. Close in January, but get a hefty working capital sum from the seller to survive Jan through April. 4. Negotiate a seller note that has no principal or interest payment for the first year. Ensure that I can still pay the bank loan. These are just my preliminary ideas, but I would love for someone with more experience to chime in.

Reply by an intermediary
from University of Nevada in Henderson, NV, USA

I would close, but most of the deal would be seller financed , with an earnout because of the up and downs of the business. I would negotiate working capital in the business no matter what. If they want a down payment, I would say it will be deferred until the months when revenue has been known to historically come in as well as that is when the payments start and I would have them adjusted that they are paid at a higher level in the peak months and lower at the non peak months. These are things our team usually helps with in a consult, if you need more help message me

Reply by a lender
from Eastern Illinois University in 900 E Diehl Rd, Naperville, IL 60563, USA

I would not necessarily push back the closing. I would try to close under a normal timeline but we sure you get a working capital adjustment to support the business. For many of these businesses the off-season is a key time to find new customers, and you would rather be doing that than having a seller that knows they will no longer own the business in a few months doing that work for you. Just my take.

+7 more replies.

Join the discussion