When buying your business, you likely negotiated a price with the seller, put down what money you could towards the purchase, and received approval for financing, but still possibly came up short on the total agreed purchase price. This is not uncommon. To facilitate a deal, the seller agreed to finance the remaining purchase price in a seller-financed note. This allowed you to pay the remaining purchase out of the business cash flow after closing the sale. This agreement was likely secured with a subordinate UCC filing on your business as well as with your personal guaranty.
However, after taking over operations, transitioning clients, and making adjustments with employees, many business owners find the business cash flow to be less than projected. The additional debt to the seller is far more burdensome than anticipated and can threaten the businesses solvency. When renegotiating a seller financing agreement, it is essential to understand the terms and conditions of the original note, the seller’s recourse under default, and the seller’s security position in the business assets.
At Second Wind, we believe that whether through reorganization of the business or negotiation of the terms of the note, aligning a seller financing agreement with the business’ ability to pay will yield the highest recovery value for the seller and assure the business’ survival. By thoroughly understanding the cash flow of the operation and the value of the business assets, we can create a plan that will maximize value for all parties.