Business Acquisition
Seller Financing in Small Business Acquisitions
Seller financing is one of the most practical tools in lower middle market acquisitions. It can reduce cash at close, align incentives, and help a senior lender get comfortable.
It also creates real obligations, so the terms must be clean.
For broader acquisition financing context, see: SMB acquisition finance.
1) What Seller Financing Is
Seller financing is a deferred portion of the purchase price paid over time. It can be structured as a note with scheduled payments, interest, and defined remedies.
In underwriting, the key question is: does it strengthen the capital stack, or does it behave like hidden leverage that weakens debt service?
2) Why Lenders Often Like It
Signal of seller conviction
A seller that carries paper is still exposed to business performance. That often reduces perceived information risk.
Improves closing feasibility
Seller notes can bridge an equity gap without forcing the buyer to over-reach on cash.
If the gap is larger, structured solutions may be needed.
3) Terms That Matter in Underwriting
| Term |
What lenders prefer |
Why it matters |
| Subordination |
Clear subordination to senior debt |
Avoids payment leakage before senior debt is serviced |
| Payment profile |
Reasonable schedule that fits cash flow |
Protects DSCR and reduces default risk |
| Standstill / cure mechanics |
Defined rights and timing if issues arise |
Prevents messy enforcement disputes |
| Security |
Consistent with intercreditor terms |
Avoids conflicting claims on the same collateral |
4) Seller Notes vs Gap Funding
A seller note is not always enough. If the equity shortfall is structural, the deal may need a dedicated gap tranche with defined pricing and control terms.
This is a practical reference: gap funding for a business acquisition.
5) Our Offer
Financely structures acquisition capital stacks and runs lender processes that produce term sheets and a closing path. If your deal benefits from multiple lender quotes, start here: Lender Introduction and Term Sheet Auction Management.
Request Indicative Terms
Share your LOI or purchase agreement, target financial summary, buyer profile, and the proposed seller note terms. We will revert with lender-compatible structures and what will be required to close.
For process expectations, see How It Works.