Seller Note premium?

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November 14, 2023

by a searcher from Cabrini College in Eagleville, PA, USA

Has anyone seen where the buyer's paid the seller a premium to hold the entirety of the note and if so, what would that premium look like? I've spoken to a few folks who've proposed this in the past and wanted to see if there's any benchmarking premiums done in this arena.

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Reply by a searcher
from University of Tennessee in Nashville, TN, USA
Thanks ^redacted‌.

Yes, if I understand your scenario correctly. My interpretation of your situation is that you have an opportunity for 100% of the debt financing capital stack portion in the form of a Seller Note. Paying a premium to a Seller if they would be the lender in a transaction is often a win-win. As a Buyer, you have the ability to craft more favorable terms of the loan directly with the Seller, qualify for higher loan amounts, and enjoy fewer qualification hurdles than you would likely receive from a traditional lender. As a Seller, they obviously get a higher price for their business, can utilize tax strategies to delay tax liabilities, and receive a first lien position (and maybe a PG) to offer protection in the event of default. It's always a good idea to explore The First Bank of the Seller when its open for business.
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Reply by a searcher
from University of Technology Sydney in Sydney NSW, Australia
Hi James, did you ever get an answer here? I'm looking into a deal where the seller will take the entirety of the note, their premium is the fact that they wouldn't sell the business otherwise and have increased multiple from 1.5x to 1.75x. Hope this helps.
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