Seller financing - talking points/ benefits to the seller?

searcher profile

March 18, 2024

by a searcher from University of Colorado at Boulder in Parker, CO, USA

In my search thus far, seller financing is somewhat available, but it also seems like the sellers (often first-time sellers) aren't fully aware of why it may benefit their situation. What are the benefits of offering seller financing in a business acquisition? Some advantages include attracting more buyers, securing a higher sale price, creating a steady income stream, and enjoying tax benefits (details welcomed here). Are there any additional aspects or value propositions you would consider when offering seller financing?

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commentor profile
Reply by a lender
from Eastern Illinois University in 900 E Diehl Rd, Naperville, IL 60563, USA
I think the benefits of seller financing include the items you have but a few others:

1) If as a seller you want to get paid on current revenues & EBITDA but it has not historically been as high as it is now, then I think you will have to take some sort of seller note based on performance or an earn-out to make the deal work to get the maximum price.

2) The opportunity to earn interest and have an income stream going forward.

3) Some potential tax benefits of deferring some of your gains from the sale. I would speak with an accountant or tax attorney to learn all of the strategies here.

4) Attract more buyers and make it easier for buyers to qualify for the financing to get the deal done.

5) Make buyers confident that you are confident as the seller the business will continue to be successful going forward.

6) Should the buyer have issues in the future, be in a position where you might be able to step back in, potentially at a much reduced price. I have seen several sellers in the past buy-back companies they sold at steep discounts, build them back up, and sell them again later.

I hope this helps.
commentor profile
Reply by a professional
from University of Michigan in Detroit, MI, USA
Hi ^redacted‌, you've stated the most important benefits. Whether a seller will or won't go for a seller's note comes down to the market environment and the seller's appetite for risk. This is particular true with respect to an SBA-financed deal, where buyers are often looking to use it as part of their equity injection, thereby meaning the note will be on standby for 24 months.

That said, when negotiating the LOI, don't view any one item in a vacuum (including seller financing). Think of it as one component in the broader deal. Perhaps seller financing is really important to you. If so, what are you going to give in return? What is really important to the seller?

That final question is key. Sometimes softer items are really important to a small business seller. Will you continue to use the same trade name? Will you promise to retain the seller's employees for some amount of time? In other words, don't try to oversell the benefits of a seller note.

Let me know if you want to discuss further. Always happy to chat.
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