If you buy a business with seller financing the person whose business you're getting agrees to accept a promissory note for part of the payment.
While most people in the business for sale market know about this, they may not understand the importance or the method of structuring the purchase agreement so that it supports the objective of the seller-financing plan.
Three common examples of what the buyer should request when negotiating for seller financing are:
1. Seller in "standby" position: If the buyer plans to get a loan from a financial institution for some of the cash that will be needed to buy or to operate the business, the seller financing language in the sales agreement should state that the seller agrees to allow another lender or lenders to be in first position among creditors. The seller, in standby position, may be able to take over some of the assets of the business to recover any loss if the buyer defaults on either loan. But that's only after the institutional lender - such as a bank or financing company - has seized the assets necessary to be reimbursed for its loss. When negotiating the transaction, the buyer needs to get seller's agreement to take a "standby" position behind creditors furnishing cash for the purchase.
2. Seller financing with earn out provision: More and more business sales contracts include an earn out agreement as a way for the buyer and seller to achieve a transaction even if they disagree about what price is to be paid. Buyers encounter situations in which the seller sees the business improving and considers its value to be what it "will be" worth in the near future, while the buyer thinks the correct price to pay is the value of the business at the present time. The solution to this problem can be an earn-out agreement. It will allow for the price to be adjusted over the months or a few years following close of escrow, in step with improvement of the business. That improvement usually is based on some mutually-agreeable measurement such as gross sales or owner's earnings before deductions for interest and taxes paid and allowances for depreciation and amortization. Most often, any changes in price following close of escrow, are reflected in changes in the amount of the promissory note held by the seller. In other words, if the value of the business increases, the buyer's payments to the seller will go up by a prescribed amount. In this kind of transaction, the buyer should make certain that the earn-out description in the sales agreement, and any formulae to be used, are clearly explained in writing and acceptable by both parties.
3. Balloon payment to seller anticipated with buyer's plan to refinance original purchase loan or loans in months or a short period of years following close of escrow: Refinancing can be accomplished once a buyer has gained experience and can demonstrate a solid track record of running the business successfully. In some cases, the promise of a balloon payment to be made to seller is a workable compromise between a seller who wants an all cash deal and a buyer who wants traditional seller financing. Terms of the balloon payment should be clearly stated. Payment may, for example, be contingent on the buyer being able to obtain additional funds to pay off a purchase loan from a financial institution and/or provide the seller with the balloon payment. In some cases the refinancing will enable the buyer to retire a "bridge" loan taken as a temporary measure for the cash required to help fund the purchase or provide for operating capital needs.
Seller financing can take many forms as it is used for part of a buyer's business purchase financing strategy. Buyers are cautioned to plan ahead for the various situations with clear and detailed description of the seller financing agreement in the sales contract, so that it corresponds with the overall financing plan.
Contributor:
McGovern Escrow Services, Inc., is a leading independent escrow company. We are a trusted partner with our clients, assisting them through the tangled bulk sale & liquor license transfer process. We provide attentive, quality & innovative customer service. Phone Elizabeth McGovern at 415-735-3645.
ServingSan Francisco Bay Area, North Bay, Central Valley
Cheryl's a restaurant business broker, over 25 years in the bar and restaurant industry coupled with a J.D. Cheryl works tirelessly to create successful strategies and effective negotiations for those who wish to purchase a new or sell an existing bar, restaurant, cafe, or night club. 415-309-2722
ServingCity Of San Francisco
Laundry consulting, due diligence, buyer representation: We preview laundries for you and evaluate them. 28 years laundry industry experience: buying, selling, valuing, retooling, analyzing, consulting services for laundry buyers and entrepreneurs in California. Contact us today about our services.
ServingSouthern California
Laundry consulting, due diligence, buyer representation: We preview laundries for you and evaluate them. 28 years laundry industry experience: buying, selling, valuing, retooling, analyzing, consulting services for laundry buyers and entrepreneurs in California. Contact us today about our services.
ServingSouthern California
The Veld Group provides a refreshing approach to Business Brokerage, Mergers & Acquisitions and Business Consulting and Valuations. From Your Street to Wall Street, we cater to Main Street Businesses as well as more complex Strategic Firms and Start-Ups.
ServingSouthern California
If your business involves alcoholic beverage sales, we can help. Obtaining a liquor license transfer or selling a business with a license in California does not have to be a frustrating and overwhelming process. We have procured thousands of licenses for our clients.
ServingAll Of California
Financing a business purchase, or getting cash for a down payment can take many forms. Hopefully the options listed below will give you some ideas where you can find the money to buy a California business!
A potential small business owner/seller asks the question: I have a preschool and am thinking about selling it but my lease is ending soon. What would be the best thing to do? Do I renew the contract or do I act the landlord to sign a contract to the new buyer? and is it a good time to sell?
The likelihood of selling a business is often determined by external factors in the marketplace. Here are eight influences on how easy, or difficult it might be when selling a small business. Peter Siegel discusses these factors in a BizBen.com article.
One of the strategies for selling your business to a very cautious buyer is to relate the price to performance of the company in the months after the buyer takes over. Peter Siegel with BizBen.com explains this strategy.
Don't buy a laundry business before reading these 5 tips to maximize your investment. You'll soon be able to buy a laundry with confidence! Peter Siegel, MBA with BizBen.com discusses this topic.
The three most widely used sources of funds for financing business purchase assets are buyer's cash, seller financing, and SBA bank loans. Peter Siegel, MBA with BizBen.com and an SBA loan consultant & placement specialist explains the differences between them.
I have found over the years that the biggest obstacle in getting a deal done is the landlord. The landlord either makes the sale and/or lease of the business possible or prevents the transaction from moving forward.
Since 2011 we have completed an additional 850+ transactions and in total since 1996 when I founded Restaurant Realty Company, we have completed over $1,000,000,000 (billion) of business and real estate transactions.
The following list is broken down as follows. Stage 1 -- Items you need to do before you sign a purchase contract. Stage 2 -- Items you need to complete after you sign a purchase contract, and Stage 3 -- Items you need to do in order to close escrow.
One avenue that has consistently shown promise and potential for budding entrepreneurs is the world of franchise businesses. Buying a franchise business offers individuals an opportunity to step into a proven business model, benefiting from an established brand, operational framework, and support.
Before you buy a dry cleaners small business, read these critical tips about this industry. Discover why a dry cleaner needs to be "green" to be profitable. Peter Siegel, MBA (BizBen ProBuy, ProSell Program Advisor) explores this topic and other helpful strategies on buying a dry cleaning store.
Laundromats undeniably represent a fantastic business opportunity. They offer high returns and require minimal hours, making them an attractive investment. Even during severe economic downturns, laundromats prove resilient as they provide an essential life service, but why do laundromats fail?
For Laundromat investors looking to enter the industry, these are challenging times. This significant industry that is surging due to "smarter" equipment, cleaner spaces, more staff, & the larger payback for offering a better customer experience. But, brokers & sellers have unrealistic valuations.
The coin-operated laundry business has undergone significant changes, evolving beyond its traditional model. Laundromats are now transforming into comprehensive "laundry businesses." This shift reflects a broader approach that goes beyond mere self-service coin-operated machines.
Chuck Post hosts these live FREE online webinars on Buying A Card or Coin Laundry. These webinars occur every Weds at Noon. Have your questions ready for an open and honest discussion about both the Pro & Cons of the Vended Laundry Business. RSVP or for more info phone Chuck at 619-227-5711 direct.
Laundry buyers and investors should expect both challenging times and opportunities for success in 2022 and 2023. Chuck Post, Laundry Industry Advisor explores growth opportunities, equipment advances, industry challenges and trends all laundromat buyers and investors should know about.
When investing in a laundry business, there are two methods. One is preferred, but the other is far more common. If you are considering entering into a new industry, like most now entering the laundry industry, you want to have a good understanding of both opportunities. Chuck Post explores both.
Chuck Post, a leading laundry expert with over 37 years of developing laundries, retooling, and rebranding hundreds of existing laundries, tells investors how to search, find, evaluate, and do good laundry due diligence laundries for acquisition. A must read for new investors & current operators.
The laundry business offers all of those rewards of business ownership, with much fewer headaches than with most other businesses. However buyer beware - Chuck Post, laundry broker and consultant covers several mistakes many first time laundry buyers commit when buying a California laundromat.
Utility rates are on the rise. I am getting calls from laundry owners complaining of the costs, asking for ideas. So what is the answer? What is the best approach in combating these costs? Chuck Post, laundry consultant discusses strategies for keeping coin laundry utility costs under control.
Coin operated laundry for sale (also referred to as a laundromat), which typically can yield a 20% to 30% profit (before taxes, interest, depreciation and amortization) on gross revenues to the owner. Peter Siegel, MBA with BizBen.com discusses this topic on buying small to mid-sized laundromats.
Many Californians want to buy a coin laundry because it's a business that doesn't require full time owner attention and because, as an all cash business, the owner is always paid before the service is provided. But there are a few misconceptions about the business and a buyer should have the facts.
Laundromats and coin operated Laundromats are popular choices among business buyers as they often can be successfully run as an absentee run business. You need to be strategic about when you sell your Laundromat so you don't get taken to the cleaners by a buyer and so that you maximize your profits.
Are you thinking of selling your California vending route? More business buyers than ever before are looking to buy such a business. Peter Siegel, MBA with BizBen.com discusses tips for selling your vending route.
Buying a professional service business, like a dental practice, is one of the most profitable ventures you can enter into if you are considering becoming a small business owner. In this blog, Peter Siegel, MBA discusses six things you need to know about buying a successful dental practice or office.
Entrepreneurs who think they want to buy a towing business need to have some idea of what to look for when examining businesses for sale in this industry. The assets, including tow trucks and perhaps the property where towed vehicles are stored, determine much of the value of this kind of company.
Buying a day care for sale is a dream for many people. Here, you'll learn how to successfully negotiate the purchase of a day care for sale to make that dream a reality. Peter Siegel with BizBen.com covers this topic.
There are several things to consider when placing a value on a preschool. Businesses that are regarded as leading preschools in their area can go for premium prices so know what you have so a potential buyer can't take advantage of your lack of knowledge. Peter Siegel with BizBen.com explains.
How does the laundromat business look as we enter this changing environment? Is it still as easy to operate a laundry and be profitable? Is it still the American Dream Business that it has been known to be? Yes, but… Chuck Post, Laundry Advisor & Consultant initiates this BizBen Discussion post.
We are finding that many laundry buyers and investors are not being given true light to selected elements of value or there are inconsistencies in the interpretation of these elements of value. This common error needs to be addressed. In this BizBen Discussion we address many of those factors.
Chuck Post a laundry consultant, specialty broker, buyer representative & due diligence advisor starts this discussion on why it's important to have an exit strategy in mind while buying a laundromat! He & others explain why this concept is so important for buyers especially in the laundry business.
However all the laundry listings are asking 4X to 5X multiple for an asking price! Is this reasonable, standard? We are are looking buy either a coin or a card laundry and want to pay a "fair" price. What factors go into valuing a laundry business these days? Multiple Advisors answer this question.
When buying an Elderly Care Home what should potential buyers always ask the broker or owner before proceeding? Find out in this Discussion on BizBen. Items buyers of elderly care homes will want to know more about why the seller is moving on, average length of stay, placement fees paid, etc.
A business buyer asks about the viability and purchase of a home health care service and about the future of this industry - Peter Siegel, MBA takes on this question with other ProIntermediaries & Advisors on BizBen regarding the home health care industry and it's future for potential buyers.
I would like to start this discussion and see what other BizBen Users feel about (and possible contribute to this list via a comment and replies below) what items/questions/information buyers should be thinking about during the due diligence and buying process of manufacturing related businesses.
Is a dog grooming business for you? Business broker Joe Ranieri ponders this question with BizBen viewers and answers this question along with other intermediaries and advisors. Some replies cover: brick and mortar vs. mobile, licenses & certifications, maintaining and growing a clientel, etc.
The only time to get an exact and accurate inventory count, and valuation, is at the time the business is being transferred. To do so beforehand, would mean that any merchandise sold after inventory is taken, but before close of escrow - Peter Siegel, MBA with BizBen & others discuss this topic.
Buying a liquor store can present some major challenges to business buyers - a recent client on the BizBen ProBuy Program relates to Peter Siegel, MBA what the major challenges may be when searching for and buying a Californa liquor store business. I welcome other Advisors to weigh in on this topic.
Buying a gas station can be a profitable business. From my experience, here are the pros & cons of buying a gas station that I share with BizBen ProBuy Buyers when they come to me to to get pre-qualified for financing to buy a gas station (with or without real estate). I discuss all these factors.
How much money should you expect to make when buying an automatic car wash? Peter Siegel, MBA (BizBen ProBuy Program Director and Business Purchase Financing Expert) explains with other brokers, intermediaries, and advisors info on this topic.
This is a hard question to answer specifically without any knowledge of the business. What kind of car wash it is (auto, self-serve, or full service)?, How many bays does the car wash have? Is there any other streams of revenue? We discuss this topic regarding car washes on this BizBen Discussion.
Before purchasing a car wash (quick serve or full serve) you must understand that the industry as a whole will provide you with plenty of competition. More importantly, depending on what your interests are, you will identify what type of car wash you want. We discuss this all in this Discussion.
Doing due diligence when buying any type of business is extremely important. Regardless of what type of business you are buying there are certain things you will always look at such as, financials, equipment, legal issues etc. We take a look at several angles for optimal gas station due diligence.
In this Discussion, we define financing options available to potential restaurant buyers when purchasing a small to mid-sized restaurant business (with or without real estate). When it comes to financing a restaurant purchase, potential restaurant buyers have several options to choose from.
Buying a small to mid-sized restaurant can have many pitfalls, and potential restaurant buyers should know how to avoid getting burned! Several restaurant advisors weigh in with (Peter Siegel, MBA at BizBen) and discuss tips for buying a restaurant in California.
Was chatting with a potential buyer of a restaurant in our BizBen ProBuy Program and he asked me what he should look for in due diligence when he finally did find a restaurant he was interested in. Peter Siegel, MBA with BizBen and others on BizBen explore this topic.
Ice cream shops are a favorite with buyers of small businesses, but many times don't know what to look for when seeking a purchase of a shop. Joe Ranieri and other intermediaries and advisors share their experience and expertise to potential ice cream shop owners. Explore these tips to learn more.
For those who don't know, a non-compete agreement is a contract between a buyer and seller of a business, which after the sale, prohibits the seller from engaging in direct competition with the business they previously sold. Joe Ranieri (Business Broker) adds this topic to a BizBen Discussion Post.
In our BizBen.com June 2021 Monthly Report the top ProIntermediaries and ProAdvisors on BizBen offer their thoughts about the current status of the business for sale marketplace with trends and predictions for Business Buyers, Owner/Sellers, Business Brokers, Agents, Advisors in the near future.
Sometimes business brokers just can't win with their clients, because if an offer comes in too fast & too early then they must have lowballed the price & the seller is suspicious, and if not enough offers come in after putting the business on the market - they may look unproductive to their clients.
As the year winds down, it's tempting for business brokers to go through their old files and throw them out to make room for new client's folders, but that would be foolish. Joe Ranieri (Orange County Business broker) discusses strategies for saving files - a key annual strategy for brokers/agents.
