The purchase agreement said $8M. The buyer was only guaranteed to pay $6M.
I watched this deal move through one of the searcher communities I follow last year: a trades business in a legacy industry, 50 years old, the kind of company where the family repeats the sale price at holidays for a decade. The seller's SDE ran around $1M in each of the 2 prior years, then spiked to about $1.75M in the most recent one.
He wanted to price off the spike. The buyer didn't want to underwrite it.
So they split the difference in a way that let both of them be right. $6M guaranteed, at 4.8x the trailing SDE the buyer actually trusted.
Another $2M sat on top as a forgivable seller's note, tied to the company holding roughly 4x SDE in the years after close. A 3-year full standby gave the buyer room to pay down senior debt before the seller note started amortizing at all.
The buyer told the community that without the standby and the forgivable piece, he'd have held firm at $6M and probably lost the deal. The seller got to tell his family he sold for $8M, while the buyer had only ever signed up to pay $6M unless the business proved it deserved more.
Sellers negotiate on the number they can say out loud. Buyers should negotiate on the number they're actually on the hook for. Those are 2 different conversations, and most buyers I watch only ever have the first one.
The reframe
Most advice on how to negotiate purchase price is really advice on getting one number down. That's a narrower problem than the one buyers actually face, which is deciding which parts of the number they're promising to pay and which parts have to be earned.
Every dollar above your real number should be contingent on something, a bet you and the seller are both making. If the business performs, the seller collects more. If it doesn't, the buyer never owed it in the first place.
Once you think about negotiation this way, price haggling stops being the whole game. You're designing which parts of the price are guaranteed and which parts are conditional. I've watched that framing close deals where the buyer's number and the seller's number would otherwise never have touched.
The toolkit
None of this is exotic. I keep seeing the same handful of tools recombined, deal after deal, across the searcher communities I watch.
Standby periods. A 2-year standby on the seller note is close to the default; I see it constantly. But the length is a lever, not a fixed input.
In the deal above, the buyer pushed for 3 years, full standby, specifically to hammer down senior principal before the seller note started amortizing.
I've also seen a full 10-year standby on a smaller slice of price, 5% of one acquisition, sitting untouched for the entire loan term. And I've seen a 2-year standby that was interest-only rather than fully deferred, so the buyer paid interest without touching principal until year 3.
Every version does the same job: it buys time to strengthen the balance sheet before the seller starts collecting.
Deferred down payments. The buyer in the anchor deal also deferred half of his own SBA down payment, roughly $425K of an $850K injection, at 6% interest with a balloon due after the SBA loan and the seller notes were both fully retired.
His reason wasn't cash flow. It was capital gains.
He didn't want to sell out of stock positions to cover the down payment, so he asked the seller to functionally become a third lender instead.
It's usually a small slice of the stack, 5% or so of price, but it can be the difference between closing and coming up short.
Seller rollover equity. I've seen this twice now, both times an 81/19 split under SBA 7(a) rollover rules.
One was an HVAC company in the Northeast, where the seller kept 19% and stayed on running front-office operations while the buyers took sales and back office.
The other was a heavy-equipment excavation business, structured as 63% SBA, 19% seller-rolled equity, 13% buyer equity injection, and 5% seller note, with the seller staying on as a working partner.
Both buyers described it less as financing and more as aligned incentives: the seller only gets paid in full if the business they built keeps running well.
Escrow holdback instead of a seller note. One buyer skipped the seller note entirely and held back 10% of price in escrow for 180 days instead.
The seller in that deal had been largely absentee for years, so the buyer wanted a window for anything ugly to surface before the money was gone for good.
Unlike a seller note, which assumes an ongoing relationship, a holdback is just insurance with an expiration date.
HELOC-first and collateral carve-outs. A buyer I watched pulled a home equity line on his own house before closing, so the SBA lien never touched it.
In the same deal, 2 specific pieces of equipment got carved out of the collateral package entirely, excluded by name in the loan documents.
Neither move changes the price. Both change what the buyer is risking to get there.
Forgivable notes deserve their own writeup (I've done one elsewhere in this series). Short version: they work the same guaranteed-versus-contingent split as above, just packaged as debt instead of price.
Where it breaks
Creative structure has 2 real failure points, and I've watched both happen.
The first is lawyers who show up late. In the anchor deal, the seller's attorney didn't review the structure until a few days before signing, then tried to unwind a chunk of it.
He wasn't wrong to be cautious (standby periods and forgivable notes are genuinely unusual if you haven't structured one before). But by then the buyer had already built the seller's trust around a plan he wasn't willing to abandon.
Get the structure in front of the seller's counsel a month out, not a week out.
The second is the rules themselves moving. One buyer I watched, running a mixed forgivable and non-forgivable note structure, said flatly his deal would have had zero chance of clearing SBA underwriting after a rule change that took effect mid-2026.
What was standard practice one quarter can be dead the next. If your whole structure leans on a single creative mechanism, don't assume the rulebook holds still long enough for you to close.
The number that matters
Ask a searcher what they paid for their business and you'll usually get the headline number, the one their family already knows. Ask what they were actually guaranteed to pay and the answer gets more interesting, and usually smaller.
Negotiate the price, and somebody else, usually the seller's broker, ends up designing the risk for you.