Vendor Financing in Business Sales: Security/Collateral and Key Considerations for Sellers


What is Vendor Financing?


Vendor financing is a financing option where the seller of a business provides financial assistance to the buyer to help them complete the purchase. Many business sales involve vendor financing for at least a portion of the purchase price.


Why do Sellers Offer Vendor Financing?


Vendor financing offers several advantages to both buyers and sellers. Firstly, it attracts a larger number of potential buyers who may have difficulty obtaining traditional bank loans, thereby expanding the pool of interested parties. Secondly, it can lead to faster deal closures, streamlining the sales process and reducing the time it takes to finalize the transaction. Finally, seller financing can enable sellers to negotiate a higher selling price by providing an attractive incentive to the buyer, making the business or property more appealing. These benefits make vendor financing an attractive option for those looking to buy or sell a business or property.


Security and Collateral for the Seller


Security agreements for personal property: These grant the seller a security interest in specific assets owned by the purchaser. The security agreement may be general, offering broader protection covering the present and future assets of the purchaser.


Personal guarantees: Obtained from the principals of the Purchaser, making them personally liable for the repayment obligations of the Purchaser.


Mortgages over real estate: The Purchaser grants a mortgage to the Seller on the property being acquired.


Share escrows: Act as security for the unpaid purchase price, the seller retains physical control of the shares of the Company being purchased and if the Purchaser defaults on their repayment obligations the Seller regains control of the Company.


Assignments of life insurance: The seller may require the buyer to assign a life insurance policy to them as collateral. This ensures that, in the event of the buyer’s death, the seller will receive the policy’s proceeds to cover any outstanding debt or obligations.


Main Considerations of Vendor Financing


The length of the term and the interest rate applicable to the vendor financing are crucial aspects negotiated between the parties. Risk and return play a significant role, as the seller gains potential buyers and a higher chance of selling the property or business, but also faces the risk of non-payment or default. Flexibility is a key advantage of vendor financing, providing buyers with more accessible down payment options and flexible repayment schedules. Proper due diligence is necessary to assess the financial health of the property or business and ensure the viability of the financing arrangement. Additionally, legal documentation, including promissory notes, security agreements, guarantees and mortgages, is vital to safeguard both parties interests and facilitate a smooth transaction. Lastly, the tax implications of vendor financing must be carefully evaluated with the assistance of tax advisors to understand the potential tax consequences for both the buyer and seller.