Deal Structuring — Getting the Best Terms for Your Business Sale

A business sale is more than just the purchase price — the structure of the deal determines how much you actually walk away with, when you receive your money, and what obligations you carry after closing. Pacific BX’s brokers guide both buyers and sellers through the complexities of deal structuring to reach agreements that work for everyone.

Key Deal Structure Elements We Navigate

Asset Sale vs. Stock Sale

Most small business sales are structured as asset sales, where the buyer acquires specific business assets rather than the legal entity itself. This protects buyers from unknown liabilities and is often preferred by sellers for tax treatment. We explain the implications of each structure for your specific situation.

Seller Financing

Many business sales involve seller financing — where the seller accepts a portion of the purchase price over time via a promissory note. This can increase the pool of qualified buyers, command a higher price, and create favorable tax treatment for sellers. We help structure terms that protect your interests.

SBA Loan Coordination

SBA 7(a) loans are the most common financing vehicle for business acquisitions under $5 million. We work closely with SBA lenders to ensure your business and the transaction are structured to qualify, and we guide the process from application to closing.

Earnouts and Contingencies

When buyers and sellers disagree on value, an earnout — where a portion of the price is paid based on future business performance — can bridge the gap. We advise on when earnouts make sense and how to structure them to be fair and enforceable.