Retiring sellers open to deal structuring with earnout / seller note

intermediary profile

March 05, 2026

by an intermediary from University of Western Australia in London, UK

We come across a lot of these. Some businesses just don’t sell the traditional way, but their owners want to move on, for one reason or another. Often they are open to structured deals where they are paid out of the future profits. I’m looking at creating a platform specifically for these deals. I’m interested in hearing from searchers as to whether these deals would be attractive. Earnout / seller note-heavy. No debt in the buyer’s cap structure (other than the seller), since the seller will not accept subordination. No SBA. But in a no-money-down deal, lenders are not required anyway. SBA is not needed. We’ve seen many businesses with EBITDA from $100k to $2m, who have failed to sell (usually via brokers), who are open to alternatives like this. Some of them literally just shut down if they can’t find a solution. Let me know in the comments or via DM what you think. These deals usually have some hair on them (maybe lower margins, sometimes more dependent on the owner than ideal, etc etc). But the risk for the buyer is obviously much lower. Not suitable for everyone but I’m wondering how much interest there would be.
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commentor profile
Reply by a searcher
from Oregon State University in San Francisco, CA, USA
I think this is a brilliant play. I’ve had two experiences where a deal likely would have closed—or at least resulted in a productive partnership—if a traditional broker hadn't been standing in the way of a creative structure. To your point about these businesses being owner-dependent: the 'Who' matters as much as the 'How much.' If you build this, I’d love to see you experiment with the matching process. Flip the script: have buyers build extensive profiles with video intros so sellers can choose based on character and vision. You could even facilitate 'working agreements' where the buyer and seller solve a real business problem together live. It proves the buyer can actually handle the 'hair' on the deal and builds the trust necessary for a seller to accept a 100% earnout structure.
commentor profile
Reply by a searcher
from University of British Columbia in Calgary, AB, Canada
Hi ^redacted‌ - this is certainly of interest. What next steps are you taking to facilitate deal flow?
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