Seller Financing Wins
Here’s a conversation I have often with founders:
Founder: “What’s your offer structure?”
Me: “Let me walk you through seller financing and why it might benefit you more than you think.”
Founder: (sometimes skeptical) “Why would I carry a note?”
It’s a fair question. And the answer reveals something important about how I think about deals.
The Traditional All-Cash Offer Isn’t Always Best
Here’s the trap: An all-cash offer feels safe. It’s done. It’s final. Money in your account.
But it also means you have zero incentive to stick around to help transition, no skin in the game if something goes sideways, and no upside if the business does better than expected.
More importantly, you’re betting everything on the buyer’s ability to execute.
How Seller Financing Changes the Game
When you carry a note (or take an earn-out), you align incentives.
For you:
- You’re still invested in the outcome
- The note is secured by the business itself
- You participate in upside if we beat targets
- You have leverage to ensure smooth transition
- You can take a more favorable overall deal structure
For me:
- I’m not overpaying because I know you’re also invested
- We’re aligned on what happens next
- It shows good faith—you believe in this deal
A Real Example
Let’s say your business does $5M in revenue with $1M in EBITDA.
All-cash offer: $5M immediately. Done.
Seller-financed offer: $3M at close + $1.5M seller note over 3 years + upside earn-out if we grow 20%.
If we hit the earn-out (and I think we will), you end up with $5.5M+ with less tax impact and participation in our success.
The Trust Signal
Sellers who are willing to carry notes are telling me something: They believe in this business and they believe in me to run it.
That’s powerful. And it makes for better deals.
This isn’t a trick. It’s a more sophisticated way to structure deals that work for both parties. Let’s talk about what a tailored structure might look like for your situation.