Harder to sell than a real estate note
A business note comes from the sale of a business. You agreed a price, the buyer paid part of it at closing, and you took the rest in installments. The promise to pay that remainder is the note, and it is the hardest kind of note to sell. Some do not sell at all.
The reason is the collateral. A house can be taken back and resold. A business that has stopped paying its note has in all likelihood stopped doing well, and what it owns is worth much less in a closing-down sale than it was as part of a going concern.
The buyer of a business note is therefore relying mainly on the business continuing to succeed, which is harder to judge than a property value. Few buyers are willing to do it, and those who are want a high return on their money. For you that means a deep discount.
What stands behind the promise
This is the first thing a note buyer asks.
- Business assets. Equipment, inventory, accounts and sometimes the name and goodwill, pledged in a security agreement. The claim is normally made public through a filing called a UCC financing statement.
- A personal guarantee. The buyer of your business promises to pay personally if the company cannot.
- Real estate. A mortgage or deed of trust on the business premises or on the buyer’s own property.
- Nothing. An unsecured note, backed only by the signature.
Real estate is the one that widens the field of buyers, because it can be recovered whether or not the business survives. If your note has none, read can I sell a business note with no real estate behind it for a frank view of the odds. Since the security decides who will look at the file, put it first when you send us the note details: the UCC filing, any personal guarantee, any real estate. If no buyer will bid, you will hear that from us along with the reason.
How a buyer sizes up the business
After the security, a buyer turns to the business and the person running it. An established firm with steady customers is easier to place than a restaurant, a new venture or a business built around one person. The down payment shows how much of their own money the buyer of your business put in. Personal credit and the business’s financial statements show whether the payments are affordable.
Payment history counts for a great deal here, since a long run of on-time payments is the best evidence that the business is working under its new owner.
Filings and clauses to check
Confirm that your security filing is still in force. UCC filings generally lapse after a set period unless they are renewed, and a lapsed filing can cost you your place in line. An attorney can confirm where yours stands and whether any lender ranks ahead of you.
Look for a subordination clause as well. If the buyer of your business also took a bank loan, you may have agreed to stand behind the bank.
Then read the sale agreement for anything that lets the payer withhold payments, such as a dispute over what you promised about the business, because buyers leave a disputed note alone.
Selling fewer years
A buyer unwilling to take on seven years of a business note may take two or three, because less can go wrong with a business over a shorter stretch. That is the reasoning behind partials on business notes, and it makes this the one place among the types of notes you can sell where a shorter sale can turn a refusal into a bid.
Before you raise it with anyone, work out how many payments you could give up without missing the income, and gather what you know about how the business has traded since you left it. A buyer will ask both questions early, and the second one carries more weight.