B2B Services Seller Financing: An Independent Sponsor's Counsel
When the deal is B2B services and the question is Seller Financing, the structure decisions in the first 30 days outlast the next five years. This is where Jason Powell works.
B2B Services deals in the lower middle market run a specific playbook. Seller Financing is where the structure either holds or starts to leak.
The typical B2B services platform sits at $8M to $90M EV with EBITDA in the $2M to $18M range. The thesis runs on recurring revenue service platform with bolt-on operators. Most B2B services deals look better in the CIM than in the data room. Skip the CIM, ask for the contracts.
How Seller Financing actually gets structured.
Anchor seller notes at 5 to 15 percent of EV, with a 4 to 6 year term.
Subordinate explicitly to senior and mezzanine debt with a clear standstill on default.
Price interest at 6 to 8 percent, with cash pay or PIK depending on the senior package.
Build prepayment optionality so refinancing flexibility is preserved.
In B2B services, layer in MSA assignability mapped customer-by-customer as part of the Seller Financing workstream.
Treating the seller note as a hand-shake. Sellers sue on notes more often than on equity disputes.
"A seller note is debt. Document it like debt. Service it like debt."Jason Powell · Seller Financing
The deal is one thing. The capital that opens up after close is another.
Refinancing, recaps, growth rounds, and the right strategic conversation eighteen months early are all downstream of relationships that take years to build and minutes to use.
Related deal pages.
Transaction Fee Structuring for B2B Services
The fee paid at closing to the independent sponsor for sourcing, structuring, and closing the platform deal a…
Working Capital Adjustments for B2B Services
The closing-date true-up that protects the buyer from receiving a business stripped of normal-course working …
Representation & Warranty Insurance for B2B Services
A buyer-side insurance product covering breach of seller representations, reducing seller escrow and indemnit…
Indemnification for B2B Services
The seller's contractual promise to compensate the buyer for breaches of representations, covenants, and spec…
Seller Financing for Healthcare Services
roll-up of physician practices and ancillary service lines
Seller Financing for Home Services
regional roll-ups of HVAC, plumbing, and electrical operators
An LOI on the desk, a B2B services target, and a Seller Financing question worth a real conversation.
Twenty minutes of practitioner-grade input from a securities attorney whose first move is to read the deal, not the engagement letter.