My wife is looking to buy a coaching business that delivered $200K of SDE in 2023 ($100K in###-###-#### The firm has no W2s (bench of 1099 coaches, a bookkeeper, and a project manager) and has loads of keyperson risk. The business was on the market for 1.5 years before it was just taken down so my wife is likely the only real buyer. The company has lots of great assets and 40% of the business is repeat. My wife is a coach (former HR leader) and sees an opportunity to scale the business beyond its one region now that most leadership coaching is performed via Zoom. The assets, business relationships, and coaching bench have real value, but she also acknowledges she is buying herself a job.

I have been making offers on much larger businesses so this is new territory for me. We are contemplating a large seller note with some clawbacks. How common is a 80%+ note in these situations? We don't want to offend the buyer who will need to stay on for 6-12 months and work closely with my wife. Also, any thoughts on reasonable multiples or how to think about what a fair price is?