Wealth Advisors & RIAs Seller Financing: An Independent Sponsor's Counsel
Securities and M&A counsel for independent sponsors structuring wealth advisors and RIAs transactions, from LOI to close to the capital markets that open up afterward.
Wealth Advisors & RIAs deals in the lower middle market run a specific playbook. Seller Financing is where the structure either holds or starts to leak.
The typical wealth advisors and RIAs platform sits at $10M to $180M EV with EBITDA in the $3M to $25M range. The thesis runs on RIA aggregation or wealth platform roll-up. Client consent process is the longest pole. Start it the day after the LOI signs.
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 wealth advisors and RIAs, layer in negative consent process timed with regulators 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.
After close, the call list for refinancing, recapitalization, and growth equity gets short and known. Jason carries that list.
Related deal pages.
Transaction Fee Structuring for Wealth Advisors & RIAs
The fee paid at closing to the independent sponsor for sourcing, structuring, and closing the platform deal a…
Working Capital Adjustments for Wealth Advisors & RIAs
The closing-date true-up that protects the buyer from receiving a business stripped of normal-course working …
Representation & Warranty Insurance for Wealth Advisors & RIAs
A buyer-side insurance product covering breach of seller representations, reducing seller escrow and indemnit…
Indemnification for Wealth Advisors & RIAs
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 wealth advisors and RIAs 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.