Seeking Advice On Seller Financing Options

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December 04, 2025

by a searcher from University of Pennsylvania - The Wharton School in Philadelphia, PA, USA

I’m under an active LOI and exploring creative seller-financing options given recent changes in the deal. We originally planned to acquire the business with an SBA loan. The company is owned by two brothers—one active operator and one silent partner. The operating brother recently passed away unexpectedly, which created operational disruptions. As a result, Q3 performance came in significantly down, though the underlying issues have since been corrected. Q4 is expected to return to steady-state or better. Because the business is small, the Q3 decline had a meaningful impact on valuation. The original purchase price was ~$1M, but with current financials, SBA financing now supports closer to ~$500k. Given the circumstances, we believe the best path forward may be a fully seller-financed structure. The surviving brother has a full-time job and does not want to step into an operating role. Under normal conditions, the business would likely be pulled off the market until performance stabilizes. The alternative options are we see is are are sell to our team or hire an operator to run the business. Half of the business will pass to the estate of the brother who passed. There is an understandable emotional preference for a valuation closer to 2024 levels. Our thought is to propose full seller financing at a higher valuation with a below-market interest rate, which could bridge the gap between financial reality and the sellers’ expectations. Has anyone structured a similar deal, or have advice on how best to present this structure to the seller and estate?
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Reply by a searcher
in Austin, TX, USA
I agree with Hunter. While I'm not a big fan of earn-outs, they can work well if properly structured. Also, it may help to find out what the surviving partner wants out of the sale. If he is more interested in maximizing the value of the business over time, then the seller financing option works great and perhaps can be structured as a 10 or 15-year note. You could also explore the possibility of partial seller finance and the seller retaining some portion of equity, with an option to purchase said equity later. But of course, details can change things quite a bit.
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Reply by a searcher
from Dickinson College in Philadelphia, PA, USA
I recommend countering with 2 structures - what is bankable vs. same purchase price as bankable, seller financed, w/ earn-out capped at or slightly above 2024 levels. Give a firm deadline for the decision and don't budge. I had a deal fall through with an owner in poor health whose family advisors were emotionally attached to the family history and legacy value. Emotions may run high - but you should stay level. Without knowing specifics of the deal, consider there are other businesses at this size without distressed operating structures, estates, or silent partners. All said, approach candidly but with grace given the gravity of the moment.
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