Why are more small to mid-sized business transactions being structured with seller financing instead of traditional bank loans? One reason is that 60% of small business acquisitions include some form of seller financing. In these transactions, the seller of a business agrees to finance a portion of the purchase price, documented through a promissory note that defines interest rate, repayment terms, and collateral. This arrangement often makes the difference between a stalled negotiation and a closed deal, especially in cases where bank or SBA financing falls short or can’t accommodate the specific structure the buyer and seller need. It also signals seller confidence in the business’s ongoing performance, since repayment depends on the buyer’s ability to run the business effectively.
Seller financing can lead to a higher sale price, increase income through interest, and expand the buyer pool to include qualified individuals who may lack full third-party funding. For buyers, it lowers upfront capital needs, preserves liquidity for operations, and simplifies the qualification process compared to rigid bank underwriting. Deals close faster, and the seller often stays engaged post-sale, improving continuity. This article breaks down how seller financing works in mergers and acquisitions, outlines the advantages for both buyers and sellers, and explains when this structure makes the most strategic sense.