Why a buyer wants you to carry part of the price
Seller financing is normal, and it is not only about the buyer being short of money. What a seller note actually does, and what to watch in the terms.
Somewhere in most offers, part of the price is money you do not get at closing. Owners read that as the buyer being short. Usually it is not.
What the note is really doing
A seller note does three jobs. It covers a gap between what a lender will fund and what the buyer agreed to pay. It keeps you invested in a clean handover, because you want the business to keep performing. And it tells the lender you believe your own numbers — a seller unwilling to carry anything makes a lender wonder what the seller knows.
Where acquisition lending is involved, a note is often not optional. The financing is built assuming one.
The terms that decide whether it is fair
How long, at what rate, and what happens if the buyer stops paying. Whether the note is on standby behind the bank, and for how long — standby means you may wait years before a single payment. What secures it, and whether you have any claim on the business if it fails.
And whether the note can be reduced later. A note that shrinks if the business misses a target is not a note, it is an earnout with a friendlier name, and it should be negotiated as one.
A Straight Answer
Treat the note as part of the price, not a formality at the end. A higher headline number with a long standby note can be worth less than a lower number paid at closing, and that comparison is arithmetic you can do before you ever respond.
BuiltEquity is a sell-side brokerage for trades and field-service companies. Nothing here is legal, tax or accounting advice. Your CPA and your attorney are the authority on your situation.