A subordination agreement is a legal document that classifies one debt as less than another, which is a priority in recovering repayment from a debtor. Debt priority can become extremely important when a debtor becomes insolvent or declares bankruptcy. Transactions for the purchase and sale of businesses are rarely all cash transactions. Regardless of the transaction structure, the use of financing to complete the purchase creates a new dimension and layers of complexity that require additional review and analysis by a demanding seller (or constituents). This article highlights some of the most important considerations in such cases. DefinitionA seller`s note is a form of loan financing used for agency purchases, in which the seller agrees to obtain a portion of the purchase price as a series of staggered payments. This occurs when the buyer of the agency does not have the total purchase price in cash and can only obtain a commercial credit up to a percentage of the purchase price. A seller`s letter aims to bridge the gap between the purchase price and the amount the commercial lender is willing to finance for the purchase of the agency. Most sellers` bonds are interest-bearing loans that are fully depreciated for an agreed period after the Acquisition of the Agency. In some cases, Agency buyers and sellers may first agree on deferred or interest-rate payments to reduce the pressure on cash flow to the purchaser during the Agency`s transitional period. A seller`s note aims to close the gap between the purchase price and the financial asset base of the company to be acquired. If the seller lends me, the buyer, the money.

I want the company I buy to pay him monthly payments for the credit. But the loan is for me, not for the company. How can I make it work? This case highlights, in a blatant context, the special safeguards available to sellers who agree to subordinate their loans back on the basis of public policy and contrasts with other recent jurisprudence that appears to provide less protection to subordinate lenders. (see z.B. R.E. Loans LLC v. Investors Warranty of Americas, Inc. (2013) 212 Cal.App.4th 1432.) I sold my allstate agency and I did not take personal guarantees because I was promised termination. The note lasted 7 years, and I don`t want to wait that long to get my money. Payments are automatically paid to me. How can I sell this loan? In short, the participation of financing in buying and selling operations is a new reflection for the seller.

and adds non-existent risk elements when paying cash for the purchase price. In these transactions, sellers should have advised both in buy-and-sell transactions, as well as in commercial credit transactions, as part of their deal team, to address these and other issues. I am a business broker advisor at Exit Promise and have represented business owners in several transactions involving seller financing. First of all, you need a lawyer with expertise in this area to design a seller`s note that minimizes your risks. There are many ways to structure a seller`s voucher to back up the information and provide you with appropriate insurance coverage. Apart from the note itself, the best way to minimize the risk of financing sellers is to maximize the down payment in the sale. This is a warning to lenders that by accepting a seller`s subordination agreement, they also agree not to create additional risk to subordinated pawn by non-consensual changes to the principal pledge right. If such changes are made, the lender may lose its contractual priority.