Financial Poise

Seller Financing: How to Strengthen Your Deal

[Editor’s Note: Check out our webinar on Legal and Practical Advice – Roadmap to Selling your Business]

In the right circumstances, seller financing can be the key to negotiating a better deal or closing more quickly. Seller beware, however, because cash is king and you will have to sue a buyer who defaults on an obligation to pay a Seller Note.

Can Gender Affect Your Investment OpportunitiesSeller financing, also known as owner financing or “holding the note,” can be an important strategy for business owners who want to attract additional buyers or strengthen a deal under current negotiation. Seller financing can also defer capital gains on the sale of a business or be structured so that the seller receives a stream of income rather than a single lump sum.

With so many potential benefits, it is not surprising that more than half of all business sales involve some form of seller financing. In some online marketplaces, such as BizBuySell, more than half of brokers report seller financing in more than 60 percent of their closed deals.   Keep in mind that BizBuySell focuses on smaller businesses; the larger the business the less likely it will be that seller financing comes into play at all.

Potential buyers in smaller deals often request seller financing In cases where seller financing is used, it’s likely that more than half of the deal value will be owner-financed. Research in 2014 from found that 60 percent – 70 percent of a business sale amount is common. For example, for a $500,000 deal, somewhere between $300,000 and $350,000 might be owner-financed.

To be clear, not all seller-financed business sales replace the traditional bank loan. Often times the buyer will receive a smaller loan approval amount and the seller note makes up the difference.

Occasions When Seller Financing Makes Sense

Seller financing is not a desperate measure. When properly leveraged, it’s a great resource improving the terms and increasing the likelihood of a successful sale.

  1. You can’t find enough qualified buyers

Right from the start, the willingness to offer seller financing increases the pool of potential buyers who can afford your business. If you are having a difficult time finding the right buyer, you can use seller financing to generate more interest. BizBuySell reports that “listings containing information about owner financing yield a noticeably higher volume of hits than those that don’t.”

  1. You want to increase the sale price

There are a few reasons that seller financing could increase the final sale price of the business. The first is that you can increase buyer competition. The idea is to use multiple offers to bid up the price. Another reason: buyers will have to compensate you for deferring payments over a longer period of time. The Business Brokerage Press finds owner financing increases the average sale value by 10 percent – 15 percent.

Common terms in a seller-financed note include an interest rate between 7 percent and 10 percent and normally a five-to-seven-year life. In a low-interest-rate environment, the return you can realize through seller financing might be very attractive.

[Editor’s Note: For more deal-making tips please check out our two-part webinar on Key and Common Negotiated Positions.]

3 Ways to Negotiate Good Terms

Seller financing does not always make sense. In fact, you should be pretty certain seller financing will produce a stronger deal for you before letting the entire market know you are willing to hold the note.

  1. Act like a bank

With seller financing, you are not just an owner negotiating with a potential buyer. You are also a potential lender. You must negotiate with the potential buyer as such, as well as a potential borrower. Therefore, you need to evaluate the creditworthiness of the buyer and his or her ability to close the deal. You must decide whether financing part of the deal is worth the risk. Explore forms of collateral when necessary.

One major advantage you are going to have over a traditional lending institution is that you already know the business that’s going to generate the cash flow to pay back the loan. So when you negotiate the note, you need to make sure the monthly payment isn’t so big that the buyer will end up delinquent or in default.  On the other hand, depending on a number of factors, you may be able to obtain a lien on the assets of the business and take them back if there is a default.

It will also be easier for you to negotiate performance-based provisions in the contract. For example, you may be able to negotiate for a higher monthly payment (or balloon payment) if the company exceeds expectations.

  1. Get a serious down payment in cash

It is always a good idea to get a sizable down payment. Frequently, seller financing becomes an alternative for a traditional bank loan because the buyer could not secure a sufficient loan.

Even if the buyer seems very likely to make all of her payments on time, you can never predict how future market or business conditions will be. It is better to live by the maxim “a bird in the hand is worth two in the bush.”

  1. Seek legal and financial advice

Seller financing, by its very nature, can foster a do-it-yourself attitude. Unless you are already an expert in mergers and acquisitions transactions, or maybe business lending practices, you will be better off if you seek legal and financial advice from professionals. In many cases, it is a good idea to also consult a business broker or other financial intermediary.

[Editor’s Note: For a deeper dive, we recommend these webinars: Structuring and Planning the M&A Transaction and Special Issues in M&A Deals]

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About Michele Schechter

Michele has been a director with Financial Poise since 2012.

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