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How to Structure a Seller Note Sellers Will Actually Accept

PROBLEM: Great deals die when sellers flinch at financing part of their own price. You make a fair offer. You even stretch to meet the seller’s number. But the catch? That last chunk—the bridge between your budget and their ego—isn’t cash. It’s a seller note. And the moment you bring it up, everything changes. The room goes cold. Eyes narrow. The seller starts backing away. What just happened? You triggered their deepest fears. To you, a seller note is smart structure. Strategic leverage....

The deal was solid. Clean books. Bank pre-flighted. LOI signed. You even had dinner with the seller and his wife. But then… The seller stopped responding. Your diligence calls got rescheduled. Suddenly he’s “thinking about holding onto it for a few more years.” You didn’t miss a red flag in the P&L. You missed it in his head. Most deals don’t blow up because of financials. They blow up because the seller isn’t emotionally ready to let go. And no spreadsheet or SBA structure can fix that. The...

Hey Reader On June 1, the rules of the game change. Not a tweak. Not a clarification. A full tactical shift — one that will quietly kill hundreds of deals this summer, while buyers are still stuck wondering what happened. The SBA just eliminated three of the most powerful weapons serious buyers had: Seller notes to reduce your cash at close Partial acquisitions that kept sellers involved without personal guarantees Asset purchases with rollover equity that protected buyers from hidden...

Hi Reader I hear this from searchers all the time: You think you've found your way out of the corporate grind. You send the LOI—and it vanishes into the void. No reply. No follow-up. Just silence. And while you’re refreshing your inbox, hoping for a signal, savvier buyers are closing deals that could’ve been yours. Welcome to the harsh reality of SMB acquisitions: 80% of LOIs never even get a second glance. Every one that fizzles is more than a missed deal. It’s time you’ll never get...

Hi Reader Welcome to the first issue of Buyers Black Book. A rebrand of Freedom Through Acquisition. Today we'll be diving deep into a familiar problem that lots of buyers tell me they struggle with. Tell me if you can identify. The Painful Reality You’ve spent months, maybe years, building your deal sourcing machine. You’ve got a stellar team, a war chest of capital, and a finely-tuned investment thesis. You’re ready to make waves in the world of M&A. There’s just one problem: brokers aren’t...

The inaugural issue of Buyers Black Book is coming soon, and it's tackling a critical challenge head-on: In today's hyper-competitive market, how do you: • Break through the wall of overzealous broker gatekeeping? • Get deal access when brokers won't even return your calls? • Stand out in a buyer feeding frenzy? The answers lie in understanding the hidden dynamics of the broker-buyer relationship. 👉 Inside: "Cracking the Broker Code: How to Get Deal Access When Everyone Else is Getting...

Hi Reader I’ll keep this quick.The business buying landscape just got more competitive—and this newsletter is evolving to keep you ahead.Here’s the deal: Buying a business is getting harder.More competition. More noise. More broker B.S. Most buyers are flying blind—and it’s costing them deals. So this newsletter is leveling up. When I started Freedom Through Acquisition, the mission was clear: ✅ Give you real-world tactics to buy smarter✅ Help you handle sellers, brokers, and lenders like an...

Hi Reader Ever dreamed of owning a business but thought you needed a massive savings account? Think again. You’re successful, smart, and ready for a change. But the idea of buying a business seems out of reach. Too expensive, right? Wrong. Today, we’re busting the myth that you need a fortune to buy a substantial business. Let’s dive into how you can acquire a $2 million business without breaking the bank. Let’s talk about where the money comes from for the typical acquisition entrepreneur’s...

Hi Reader Picture this: You’ve done the hard work. Found the business. Pitched your offer. But your Letter of Intent (LOI) still got rejected. Why? Most buyers assume it’s the price. It usually isn’t (sellers usually will negotiate if it is). In fact, it’s often about something far less obvious—but entirely within your control. Today, I’ll break down the real reasons LOIs get rejected. Four, to be exact. By the end, you’ll know how to avoid the mistakes that cost deals. Let’s get into it. 1....

Hi Reader Working Capital, Works in Progress, Warranties I’ve seen these three deal points derail more deals than anything else. Master them, and you’ll join the top 10% of searchers who close better deals—ones that are fair to everyone and actually make it to the finish line. Ignore them, and you risk deals collapsing post-LOI, wasting time and money. This is part three of our series on the “3 Ws.” Today’s topic: warranties. Warranties Does the business you’re buying offer warranties? Many...