Seller's note payback risk probability
May 05, 2023
by an intermediary in Chicago, IL, USA
When you deal with a seller's note, what are the odds that the buyer will pay the seller's note in full? How do you evaluate the risk of that into the total valuation for the company? Assume there's no earn-out portion. (I know some recourse exists where the buyer would have to hand the business back to the seller, but presumably, if the buyer is unable to make seller's notes payments, the health of the business isn't doing great.)
Also curious for those who have seen a seller's note go unpaid, what were the most common drivers of that?
from University of Tennessee in Nashville, TN, USA
There are lots of factors that go into a Buyer paying back a seller note from business acumen to business viability to economic factors. The EV of the business is not impacted by the use of a seller note in a transaction, only its price. EV and purchase price are mutually exclusive, rarely match, and are relative to the valuator. In other words, there are multiple values of a business depending on whose perspective is being considered.
The characters of the Buyer and the Seller are the highest predictors of successful payback. If one or more have a track-record of not honoring their commitments (i.e. late pays, agreement non-compliance, criminal history, etc.) then the risk for both is higher. Two honest, well-intentioned parties will likely succeed in honoring their commitments to one another even if circumstances present obstacles to execution.
from University of Michigan in Detroit, MI, USA