Food & Beverage Seller Financing: An Independent Sponsor's Counsel
Independent sponsor counsel for food and beverage, focused on Seller Financing and the deal mechanics that protect sponsor economics and LP alignment.
Food & Beverage deals in the lower middle market run a specific playbook. Seller Financing is where the structure either holds or starts to leak.
The typical food and beverage platform sits at $10M to $120M EV with EBITDA in the $2M to $20M range. The thesis runs on CPG roll-up or co-packing platform with regional bolt-ons. Treat trade spend like a working capital item, not a marketing line. The valuation moves accordingly.
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 food and beverage, layer in co-pack capacity agreement re-papered 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.
Capital after close is where the IRR actually gets made. The right introductions at month nine through month thirty are where this practice works as hard as it does at the LOI.
Related deal pages.
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Bring the food and beverage deal. Get Seller Financing done right.
Direct counsel from a securities and M&A attorney with billions in structured transactions, the independent-sponsor-native playbook, and the capital markets network that opens up post-close.