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Seller-Note-Heavy Acquisition (90/10 Structure)

Structure business acquisition as 10% cash + 90% seller note — tax-efficient for seller, near-zero-down for buyer.

Overview

Seller-note-heavy structure: buyer pays 10–20% cash at close, seller carries 80–90% as promissory note (5–10 year term, 5–8% rate, monthly P&I). Seller wins: (1) installment-sale tax treatment (spreads gain over years), (2) higher headline price for accepting the note, (3) ongoing income. Buyer wins: near-zero-down, no bank underwriting, faster close, defense against seller misrepresentation via right-of-offset. Stack with SBA on top for hybrid deals.

Best fit
Retiring owners with no urgent liquidity needBuyers priced out of bank financingOff-market acquisitions
Estimated impact
80–90% financing at seller-friendly rate, no bank underwriting

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