Due to the current state of the Credit Markets and Bank Financing, Seller financing is more important then ever in facilitating the actual close of escrow in a Business Sale. Everyone is aware of the difficulties in procuring financing on small businesses these days. Everything must be perfect. At one point a few years ago I think I could have gotten my family dog a loan. Today worthy buyers are still getting rejected. The bail out has not reached Main Street.
Therefore Sellers need to structure their notes properly to secure themselves as safely as possible. There are several factors to consider when carrying a Note. First of all the Seller needs to be realistic in terms of what the business can support in form of a monthly payment. No one knows this better then the Owner who has been operating the subject business. If the business has a monthly adjusted net income or owner benefit of $5,000.00, you can not receive a $5,000.00 monthly payment. The Buyer will expect the business profits to make the payment and leave him some money too. Don't set your Buyer up for failure.
Now to make the Sellers note as "tight as possible", the following terms should be incorporated into the note:
Late Fee: Typical notes will begin having the first payment due 30 days from the close of escrow. A typical Late Fee clause is 10 days from due date and a penalty of 6% of the monthly payment. Personally I like 10 days and 10%. In my 28 years of experience in selling businesses, I've found out that if a Buyer is late once and I remind them of the 10% late fee they will do everything possible to not incur it again.
Collateral: Typically the business assets are collateral for the note. In this case there needs to be a written Security Agreement attached to the note. Most escrow companies will supply the Security Agreement. Read it. Not all are created equal. A good one will require the note holder's (Seller's) consent to transfer the note and note holder's consent to substitute or replace any items of collateral (equipment) with like or comparable collateral. A list of equipment is necessary to be attached to the note and security agreement as these items are part of the Sellers overall collateral. All Security Agreements should also define a Breach so that enforcement of the Note and Security Agreement are "cut and dry'.
UCC-1 Financing Statement: This instrument perfects your note by registering it with the California Secretary of State. Make sure it is listed on the UCC-1 that "all fixtures and equipment are collateral, along with all inventories, cash, receivables, deposits and any other tangible asset that the subject business may have.
Reassignment of Lease as Collateral Security: This is one of the more important items and least known of for securing your note. This is a separate document. I used it all the time in the "old days" before all that loose bank financing and all cash deals. It's very important this document be signed by the Buyer, Seller and Landlord.
In the sale of the business you are obtaining an Assignment of Lease to the Buyer from Seller. In that document the Seller is transferring all of his interest in the lease to the Buyer. If a Buyer were to default on the note, the Seller has to go back through the Landlord in getting possession of the business.
In a "Reassignment of Lease as Collateral Security" the Buyer and Landlord acknowledge that in the event a Buyer defaults on either the rent or note payment, the lease shall revert back to the Seller. The Seller gets the Landlord's and Buyer's consent to take back the premises up front before ever giving possession to the Buyer. Seizing your assets from the Buyer on a Default of the Note does not give you back possession of the Premise. This agreement terminates upon payment in full of the Sellers' Note.
The more complete your note is the more successful you will be in collecting all of your payments. These items also give higher value to your note should you decide to sell it on the open market after closing escrow. I would like to share selling notes with you soon.
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
I am an experienced entrepreneur, attorney, & business professor. I & my EvergreenGold® team offer business owners sound advice & expertise to build business value & achieve profitable sales. Call me today for a business evaluation & SWOT analysis for your business anywhere in the USA.
I am the Founder Of BizBen.com. I consult daily with intermediaries, business buyers, owner/sellers & advisors daily about buying and selling California small to mid-sized businesses. Contact me today about joining & utilizing BizBen, consultations, & advisory services.
ServingNationwide - All Areas
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.
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
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.
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
For over 25 years Peter Siegel, MBA has been providing niche business purchase financial advisory and loan placement services with SBA Loans, Non SBA Financing, Retirement Plan Conversions, Note Restructures, etc. Call me regarding business purchase financing and to get pre-qualified: 925-785-3118.
ServingNationwide - All Areas
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
If you are open to exploring the franchise opportunities available the commercial cleaning industry is an area you should consider. Commercial cleaning franchises are quickly becoming a popular choice among business buyers and here are my 6 reasons why you should consider buying one.
Buyers interested in buying a janitorial cleaning business will find companies in this industry for sale that are quite profitable. Careful due diligence, including the six factors covered in this blog post, is advised before completing a deal. Peter Siegel, MBA with BizBen explores this industry.
One of the most important steps in buying a business is doing your due diligence. When buying a California winery, there are three major areas to focus your attention during this period of research. Learn about these three factors in this BizBen blog post on wine industry due diligence for buyers.
A business buyer in the BizBen ProBuy Program asks how to handle the inventory amount in the purchase price of a business. Other questions answered in this article: Do you add the inventory value to the business value? Should the owner be expected to take back a note for the value of the inventory?
Trying to pick the best convenient stores for sale? Learn how to find convenient stores for sale with high traffic, profitable locations to maximize your investment. Peter Siegel Director of the ProBuy & ProSell Programs and BizBen Founder explores this issue regarding buying convenence stores.
Unlike many small businesses, due to strict regulations there are many steps that you must take before you can consider buying a liquor store. Peter Siegel with BizBen discusses the seven steps will put you on the right track to buy a liquor store legally.
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.