Business Acquisition Financing
Seller Notes for Business Acquisitions
Seller note financing is one of the most effective tools for closing small and mid-market business acquisitions where buyer equity alone is insufficient. Instead of demanding full cash at closing, the seller agrees to defer part of the purchase price and receive repayment over time through a promissory note.
In real transactions, seller notes often make the difference between a deal that dies in underwriting and a deal that reaches closing. Lenders treat seller notes as quasi-equity support, while buyers benefit from lower cash requirements and improved leverage.
What Is Seller Note Financing?
Seller note financing (also called a seller carryback note or seller financing note) is debt issued by the buyer to the seller as part of the purchase price. The note specifies principal amount, interest rate, maturity, payment schedule, and default remedies.
Unlike earn-outs, which depend on future performance, a seller note is a fixed legal obligation. Payments are owed regardless of whether revenue grows or contracts, subject only to negotiated subordination and standstill terms.
Key takeaway:
Seller notes are debt instruments. Earn-outs are contingent consideration. Lenders underwrite them very differently.
Why Seller Notes Increase Lender Approval Odds
From a lender’s perspective, a seller note demonstrates that the seller believes in the sustainability of the business. The seller is effectively reinvesting part of their proceeds into the company’s future.
This alignment reduces perceived risk, improves debt service coverage ratios, and lowers the buyer’s required equity contribution. In many acquisition financings, a 15%–25% seller note can replace a large portion of buyer cash.
Typical Seller Note Terms
| Term |
Typical Range |
| Interest Rate |
6% – 12% |
| Amortization |
5 – 7 years |
| Interest-Only Period |
0 – 24 months |
| Security |
Second lien or unsecured |
| Subordination |
Yes (to senior lender) |
Seller Note Example
Purchase Price: $10,000,000
Senior Loan: $6,500,000
Buyer Equity: $1,500,000
Seller Note: $2,000,000
Result: Buyer closes with 15% equity instead of 35%+, while the lender sees stronger capitalization and seller alignment.
Seller Note Calculator
Seller Note vs Earn-Out
Seller notes provide certainty. Earn-outs introduce performance disputes, accounting arguments, and cash flow unpredictability. For that reason, lenders almost always prefer seller notes over earn-outs.
Common Mistakes
- No subordination language
- Overly aggressive amortization
- Using online templates without intercreditor terms
- Structuring earn-outs disguised as notes
Where Financely Fits
Financely structures acquisition capital stacks that combine senior debt, seller notes, mezzanine or junior tranches, and buyer equity into lender-ready packages. We then introduce transactions to banks and private credit funds in our network.
We do not offer success-fee-only work. Packaging, underwriting, and lender placement are paid engagements.
Submit Your Acquisition For Review
If you have an LOI, purchase price, and target business, submit your deal for structuring and lender placement.
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Financely is not a lender and does not guarantee financing. All transactions are subject to diligence and credit approval.