Business notes, known more specifically as seller carryback business notes, are created when the buyer of a business can not or will not pay all cash. Frequently, banks and similar lending institutions are hesitant to loan money to new business owners who have minimal track records and where hard assets make up a small percentage of the total purchase price.
In the case where a buyer cannot obtain a loan, the seller is left with two choices (1) hold off until he/she find a buyer who can pay all cash or (2) carry back a note in order to collect future payments. The first option is often not realistic. In the second case, the seller is hopefully able to at least extract a large down payment to make extra sure that the buyer has some "skin in the game". However, even then the seller is usually in a position that he prefers not to be in - he has no lump sum of money to either invest in other opportunities or to retire. Unlike a real estate note, where there is a hard asset that is fairly easy to appraise; the business note is relatively risky to hold.
As the number of small businesses in the U.S. increases, it has naturally followed that a higher number of businesses are sold at some point. Although specific market research on business notes is hard to come by, surveys of business brokers have shown that 75% of small to medium-size business sales require the creation of a business note (seller financing). It had been estimated that up to $75 billion in business notes are newly created each year. When you figure that there are 2-3 times that amount already existing at any one point, you can consider the market size of business notes to be valued at 200-300 billion dollars. Depending on the economic policies and interest movements that influence the tightening of credit by banks, the business note market could easily increase even more dramatically in the coming year or two.
So, what is a business seller to do when he didn't want to be in the lending business to start with and now has a need for immediate cash? What many people don't realize is that the business note can be sold. The former owner can sell all or part of the note to get a lump sum of cash. In this way, both the goals of selling the business and getting the cash out of it are met.
Naturally, there are criteria that should be met in order for a business note to be purchased. The most stringent of these is that only 1st Position Liens are eligible. In addition, we prefer to see most of the following elements:
The strength and mix of these factors determine whether the note can be purchased and the yield required by the investor. One option if the seller does not want to sell the entire note or if the investor cannot purchase all of it is to do a "partial". As implied by the name, a partial is the purchase of some of the payments.
As an example, if a business was purchased for $250,000 and the buyer offered a down payment of $100,000, that would leave $150,000 to be seller financed. Let's say that the seller only needed $50,000 for another business venture. The investor might offer to pay the seller $50,000 in exchange for the right to collect the first two years of payments. The investor takes assignment of the note and then re-assigns it to the seller after two years. Naturally, this is all detailed in a legal agreement.
In summary, selling a business note is an excellent way for the former owner of a business to get his cash out of the business. Whether the reason for selling the note is that the seller would have preferred all cash all along, that he now has large debts to pay, or that he has the opportunity to pursue other investments, the sale of a business note is a tool of which you should always be aware.
|Alan Noblitt is the owner of Seascape Capital Inc. and works with various investors in the purchase of business notes and mortgage notes. Business brokers, former owners, and others can reach him toll-free at 800-634-4697|