I have a deal I am doing some DD on, and here are some details.

- 3 years Avg Rev is ~$1,5M
- 3 years Avg SDE is $360k
- Seller looking to get for 0.78x the 3 y average Rev
- Seller has agreed to hold 40% of the deal
- Sale includes FF&E, but with a caveat
- Seller would like the buyer to assume loans they currently have on FF&E
- FF&E valued at ~400k and loan payoff is ~300k
- Rev is fairly cyclical and tied to the RE market, so April thru October is "peak season."
- Company has about ~12 employees FT and seasonal

Should I assume the loans or ask for a price concession since the business assets are levered?

How would you go about doing the deal?