I'm in discussions on a luxury window/door company in a booming geographic market. I see a lot of opportunities: the seller is hands-off, sales team is not actively managed, margins can be improved to better meet industry benchmarks, geographic expansion, existing builds as opposed to only new construction, commercial expansion etc.

The business has experienced a doubling in net income from the trailing two years to present year (annualized). As such, it has been difficult to make an attractive offer that is financeable through lenders. I'm also a little puzzled as to why a seller wouldn't just hire a business manager and maintain ownership (he cites that he wants to focus on his other business and take chips off the table).

Long story short: seller is asking $6M for 2021 net income of $1.7M, whereas 2019 and 2020 have adjusted EBITDA of $650-700K. How can I structure this deal that makes sense? Am I getting into a mess?

My thoughts are 10% down by buyer, 20% forgivable seller's note contingent on hitting 2021 revenue in 2022 and 2023, and the remaining amount financed through lenders - IF we can agree.