When contemplating the sale of a business, an important option to consider is seller financing. Many potential buyers don’t have the necessary capital or lender resources to pay cash. Even if they do, they are often reluctant to put such a hefty sum of cash into what, for them, is a new and untried venture.
Why the hesitation? The typical buyer feels that, if the business is really all that it’s “advertised” to be, it should pay for itself. Buyers often interpret the seller’s insistence on all cash as a lack of confidence–in the business, in the buyer’s chances to succeed, or both.
The buyer’s interpretation has some basis in fact. The primary reason sellers shy away from offering terms is their fear that the buyer will be unsuccessful. If the buyer should cease payments–for any reason–the seller would be forced either to take back the business or forfeit the balance of the note.
The seller who operates under the influence of this fear should take a hard look at the upside of seller financing. Statistics show that sellers receive a significantly higher purchase price if they decide to accept terms. On average, a seller who sells for all cash receives approximately 70 percent of the asking price. This adds up to approximately 16 percent difference on a business listed for $150,000, meaning that the seller who is willing to accept terms will receive approximately $24,000 more than the seller who is asking for all cash.
Even with these compelling reasons to accept terms, sellers may still be reluctant. Selling a business can be perceived as a once-in-a-lifetime opportunity to hit the cash jackpot. Therefore, it is important to note that seller financing has advantages that, in many instances, far outweigh the immediate satisfaction of cash-in-hand.
- Seller financing greatly increases the chances that the business will sell.
- The seller offering terms will command a much higher price.
- The interest on a seller-financed deal will add significantly to the actual selling price. (For example, a seller carry-back note at eight percent carried over nine years will double the amount carried. Over a nine-year period, $100,000 at eight percent will result in the seller receiving $200,000.)
- With interest rates currently the lowest in years, sellers can get a much higher rate from a buyer than they can get from any financial institution.
- The tax consequences of accepting terms can be much more advantageous than those of an all-cash sale.
- Financing the sale helps assure the success of both the sale and the business, since the buyer will perceive the offer of terms as a vote of confidence.
Obviously, there are no guarantees that the buyer will be successful in operating the business. However, it is well to note that, in most transactions, buyers are putting a substantial amount of personal cash on the line–in many cases, their entire capital. Although this investment doesn’t insure success, it does mean that the buyer will work hard to support such a commitment.
There are many ways to structure the seller-financed sale that make sense for both buyer and seller. Creative financing is an area where your business broker professional can be of help. He or she can recommend a variety of payment plans that, in many cases, can mean the difference between a successful transaction and one that is not. Serious sellers owe it to themselves to consider financing the sale. By lending a helping hand to buyers, they will, in most cases, be helping themselves as well.
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By Peter Siegel MBA, BizBen Founder, ProBuy, ProSell, ProIntermediary Programs
I was speaking with a prospective business buyer the other day – he had just signed up to get business purchase financing. He said he wanted the business; however, he was uncomfortable putting down a 10% deposit for a $350,000 business. He asked if he could lower the deposit requirement to $5,000.
I asked a business broker that day on the phone what his opinion was on earnest money deposits for escrow/bulk sale accounts when selling a small business, here is what he told me via email:
Earnest money deposits serve two purposes.
First, they show the seller that you are serious about buying the business. Secondly, in the event that you as the buyer default on the purchase agreement after due diligence and other contingencies have been removed, the earnest money deposit typically serves as liquidated damages to the seller. Would you as a business owner take an offer for your $350,000 business seriously when it was accompanied by a good faith deposit of only $5,000? Would you allow someone to tie up your business for 30, 45, 60 days or more with only $5,000 in escrow?
Occasionally a buyer will write an offer, provide a 10% deposit check and then ask that it be held for two to four weeks or more until all contingencies have been removed. A good faith deposit that can’t be deposited is no good faith at all. The contingencies in a purchase agreement protect you as the buyer, and if you walk away from the transaction before the contingencies have been released, your deposit will be returned to you less any escrow costs incurred. It is your good faith deposit that is supposed to help protect the seller in the transaction. If the check can’t be deposited then what good is it? The buyer is literally asking to tie up the seller’s business for two to four weeks or more with nothing.
The basic rule is this – When there is no money, there is no Buyer.
A 10% deposit shows good faith, shows your intent to purchase the business, and separates the buyers from the shoppers.
Buying a business is a serious process, and offers should not be made lightly. If you don’t know enough about the business to be confident enough to put down a 10% deposit, continue your research until you are more confident. When you are ready to make an offer, show the seller you are serious about buying his/her business. You will find that your offer will be more readily accepted when it is accompanied by a standard 10% deposit.
If you really want to stand out above the rest, provide a cashiers check for the deposit. Then you truly have shown the Owner/Seller your intention to buy their small business is serious.
Orange County, Calif., business broker Joe Ranieri, said “the minimum I want to see when opening escrow is $10,000. Anything less and I feel the buyer is not showing enough commitment. Granted, we all know that a buyer can invent any reason for canceling an escrow, and possibly get a percentage of the deposit back, but $10,000 shows good faith.”
If the purchase price is north of $200,000-$250,000, Ranieri said he would encourage the seller to ask for a greater amount for the security deposit. “I remind the buyer, that from the seller’s perspective, that once we open escrow, the business is basically off the market, unlike selling a house which can accumulate many back up offers, but with a business, many buyers will simply look somewhere else once it’s in escrow.”
San Francisco business broker Timothy Cunha said the “good faith refundable deposit” is often the major impediment to an offer being made and accepted. “And it should be – neither the buyer nor the seller is benefited by a half-hearted mediocre interest in the business,” he said.
A properly drafted contract will stipulate that the deposit go to an independent escrow agent and to be fully refundable if the purchaser terminates the contract prior to the end of due diligence “for any reason or for no reason.” Cunha says he “will only use an escrow agent who will charge no escrow fee until due diligence has expired and they actually begin their work.”
The deposit is important because “once the business goes into contract, the business is effectively off the market; it cannot be shown and no other offer can be accepted,” Cunha says. “The seller has to know the buyer is serious before shutting down the marketing “funnel.” ”
“If the buyer can’t raise 10% of the purchase price for a deposit, it is highly unlikely that he or she has the requisite cash to be a serious prospective purchaser of the business,” he said. “And, the deposit should be substantial enough to signify the commitment of the buyer – 10% is a good number that seems to work for most deals under a half million dollars; for higher purchase prices, sometimes a deposit between 5% and 10% can be negotiated.”Read More
Accountants routinely assist business owners to help accomplish the goal of minimizing taxes. But, to truly understand the value of the business and accurately project future cash flow, it is important to look beyond the tax returns to realize how the money is being spent.
What do your customers/clients say about your or your company when you’re not around?
What do the employees say about you or your company when you’re not around?
Those things represent your external and internal brands, says brand guru Skot Waldron, and they can help or hurt you. Waldron spoke on June 30 to the Georgia Association of Business Brokers about building brand loyalty.
At the end of the day, we all crave loyalty, Waldron says. We want loyalty from our family members, loyalty from our customers, loyalty from employees, and loyalty from the companies we dedicate ourselves to. Your brand is typically associated with how you appear on the outside and how you communicate your value to the world. Skot pushes this idea by saying your brand starts on the inside and drives what’s on the outside.
Things that hurt your internal brand:
- Generic vision/mission/values that inspires no one.
- No self-awareness.
- Passive aggressiveness
- You aren’t consistent in your communication.
You damage your external brand by:
- Treating marketing as an expense vs. an investment.
- Staying busy with day-to-day tactics instead of focusing on a strategy.
- Not differentiating your product or service.
- Not knowing how to clearly and confidently talk about your product or service.
- Being inconsistent and lacking a cohesive message
that resonates with people.
Skot recommends that entrepreneurs and small business people should ask trusted colleagues these questions: What five words would you use to
describe me/my business? What are my/our top 3 strengths? What are my/our top 3 weaknesses?
Skot’s PPT Presentation “Why People Aren’t Loyal to Your Brand & What to Do About It,” is linked here:Why People Aren’t Loyal to Your Brand
For the past 18 years, Skot Waldron’s brand work for clients such as J.P. Morgan Chase, CDC, Georgia Tech, Royal Caribbean, Sesame Workshop, Chiquita, and The Coca-Cola Company has included both employee-centric and customer-centric projects.
He helps organizations communicate more effectively with their employees and customers with the goal of creating more alignment, consistency, and loyalty. Skot believes you have to be healthy on the inside (culture) in order to truly be healthy on the outside (brand and marketing). He helps with both.
In addition to running his own coaching and creative agency, Skot has been teaching brand development at the Miami Ad School in Atlanta. He has also traveled to different cities in the U.S. to conduct communication training and speaks about how the value of branding pertains to us as individuals, teams, families, and businesses.
The Georgia Association of Business Brokers, the state’s largest and most prominent association of professionals dedicated to the purchase and sale of businesses and franchises, is holding brief weekly meetings online during the pandemic. Business brokers, bankers, business attorneys and other professionals join the weekly calls to ask and answer questions about buying and selling a business during the pandemic. The GABB also maintains a listing service with hundreds of Georgia businesses for sale.
To join the GABB’s Tuesday meetings, please go to
Meeting ID: 955 0652 0094
If you’re trying to sell a business, expect bankers to scrutinize the deal more closely in the wake of the COVID-19 pandemic.
Ryan Stoll, an SBA Banker at Cadence Bank, N.A. specializing in Franchise, Business Acquisition and Real Estate Lending, spoke to the GABB’s guest on Tuesday, June 16, about SBA lending and the Paycheck Protection Program (PPP) program.
Cadence Bank, along with many others, is asking clients to get help from their CPA’s to gather the information they will need to apply for forgiveness through the PPP program.
The Paycheck Protection Program (PPP) is a loan designed to provide a direct incentive for small businesses to keep their workers on the payroll. New SBA guidelines have loosened forgiveness restrictions, according to Forbes, to make it easier for businesses to receive partial loan forgiveness.
Borrowers can qualify for partial loan forgiveness if less than 60% of the PPP loan is used for payroll, according to The Journal of Accountancy. The journal reported that a law signed June 5 lowered to 60% from 75% the minimum percentage of PPP funds borrowers have to spend on payroll costs to have the loans forgiven. But while the original PPP rules allowed for partial loan forgiveness under the 75% basement, the new bill passed by Congress had language that could be interpreted as saying that if the borrower did not spend at least 60% of the PPP funds on payroll costs, none of the loan would be forgiven.
“We fully anticipate the forgiveness process to take us into the first quarter of next year with many of our clients,” Stoll said. “We have 60 days to review the forgiveness application, and the SBA has 150 days to make a ruling on the forgiveness application. We’re going to be working on PPP deals into 2021.”
Cadence Bank funded just under 4,000 PPP loans worth about $1.2 billion to clients and non-clients.
In response to a question from GABB President Dean Burnette about how the PPP program will affect acquisition loans, Stoll said banks are going to be doing enhanced underwriting, more due to COVID-19 than the PPP. Loan officers are going to want to be assured that any business up for sale is able to open and do business.
Banks will want to know what precautions businesses have taken and “if there are projections provided on a deal, we need to know how COVID-19 was taken into account for the projections,” Stoll said.
“We need to have from our borrowers contingency plans for how they would operate if the economy is partially or fully shut down again,” Stoll suggested. Brokers representing sellers should have year over year statements to show the impact of the downtown. “We do expect that businesses were substantially impacted in the downturn.” But if a business can demonstrate a return to normal, “that has appeased my credit officers.
In larger transactions, credit officers will want more equity from the borrower and want the seller to hold more paper, Stoll said. Some in the industry think some service companies are over-leveraged at this time. “So we’re looking for more equity and a larger seller contribution on those types of transactions,” Stoll said. “I wouldn’t be surprised if you’re seeing banks coming back with a portion of the seller note or all of the seller note being on a payment standby for some period of time.”
But Cadence and other banks are still lending, although many bankers are warmer to essential services businesses than non-essential services businesses, he said.
“Expect us to be coming back with very firm, very final offers when it comes to the structure of the equity,” Stoll said. “There may be some negotiation with rates, but as far as equity goes, the credit officer will be very firm.”
The Georgia Association of Business Brokers, the state’s largest and most prominent association of professionals dedicated to the purchase and sale of businesses and franchises, is holding brief weekly meetings online during the pandemic. Business brokers, bankers, business attorneys and other professionals join the weekly calls to ask and answer questions about buying and selling a business during the pandemic.
To join the GABB’s Tuesday meetings, please go to
Meeting ID: 955 0652 0094