When a business owner is considering selling his or her business, too often s/he gives too little thought to how the buyer is going to pay for the purchase; this is often thought of as the buyer’s problem.  In reality, of course, it is the seller’s problem if s/he wants to have a consummated transaction.

Most prospective business buyers do not want to pay all cash, even if they have the wherewithal to do so.  Generally, there is a down payment of between 10 and 25 percent, with the balance financed by a financial institution, by the seller,  or by some combination thereof.  Most business buyers attempt to finance the purchase through the SBA (Small Business Administration) since, unlike conventional lending, the SBA will make cash flow based loans that are not fully collateralized.

As a prospective seller, you should be aware of what financial institutions look for in making a business purchase  loan decision.  Beyond good credit on the part of the buyer and an adequate down payment, the lender is going to require the following:

  1. Industry experience on the part of the buyer. Has the buyer managed, or at least worked in, the industry that the business that s/he wants to purchase is part of.
  2. Provable cash flow on the part of the business.  The cash flow has to be adequate to support the debt service i.e. payment of principal and interest plus some cushion in the event that business falls off.
  3. Can the buyer make a living.  In addition to cash flow being adequate to support the debt service, plus a cushion, there should be adequate cash flow to provide the buyer with a salary at least equal to what s/he would earn in the same industry as an employee.
  4. Will the seller provide some financing?  While not a requirement, it does give a financial institution some additional comfort in that it shows that the seller has confidence in the continuity of the business, as well as confidence in  the prospective buyer’s ability to manage it successfully.  Seller financing also makes it easier to sell the business because it reduces the amount of cash that the buyer has to come up with since the seller financing counts towards the down payment.

Insofar as seller financing is concerned, if there is a financial institution providing financing  along with the seller, the seller’s legal position will almost always be subordinate to the bank.  If you would like a cost free consultation regarding financing the sale of your business please call Brad Palmer, C.P.A. at Plutus Advisers, LLC at (908) 364-6920.