What are customary protections for a seller note?
I have a deal at the LOI stage. We've negotiated a structure of 20% down, 80% seller note. No bank financing. We're finalizing details of the seller note.
What are typical / reasonable protections for the seller in a structure like this? A quick Google suggests:
- Personal guarantee (don't love that)
- Pledge of business assets (seller takes back ownership of the buisness upon default)
- Option to convert note to equity
- Covenants related to EBITDA and/or working capital
I'm fine giving them some protection, but also want to protect my downside. Curious what you all have seen. Thanks!