
When selling a business with debt, there’s a lot to think about. First of all, debt gives the buy-side a bargaining advantage. You are giving them the power to lower the sale price when your business has these liabilities.
In this article, we’ll explore the implications of selling a business with debt during exit planning.
A business owner making an exit needs to ponder these points in an effort to land a successful deal. That’s because buyers will closely examine a company’s debt to evaluate its financial health and any risks associated with taking on that liability.
Debt can come in various forms, including the following:
The amount and type of debt a business carries can directly influence the result of the business valuation. Buyers will look into the debt-to-equity ratio, which compares the company’s debt to its ownership equity. A high ratio signals financial strain, and this makes your business less attractive. As you would expect, the value is bound to get lower.
On the other hand, a lower ratio often suggests a healthier financial position. This figure can help improve your business’s appeal and potentially lead to a higher valuation.
| Strategy | When to Use It | Impact on Sale Price | Potential Risk |
| Pre-Sale Payoff | If you have the cash flow and want to list a “clean” business. | Highest. Attracts more buyers and higher offers. | Ties up your liquidity before the deal is guaranteed. |
| Sale Proceed Settlement | Most common for SBA loans or standard business debts. | Neutral. Sale price stays high, but your net “take-home” is lower. | High debt may discourage buyers who fear a low equity stake. |
| Debt Assumption (Transfer) | When the debt has favorable terms (low interest) that a buyer wants. | Lower. The buyer “pays” less because they take over the payments. | Lender must approve the transfer; many loans have “anti-assignment” clauses. |
| Debt Restructuring | When debt is unmanageable but the business is still growing. | Variable. Depends on the new terms negotiated with creditors. | Can be time-consuming and may require creditor consent to sell. |
It may be an extra hurdle, but managing debt will lead you closer to a deal closed at a rate you’re comfortable with. The process of assessing total debt obligations with the goal of maximizing sale price can be broken down into two tasks
Preparing financial statements to be presented to potential buyers comes as the next step. This will be the basis for them to make informed decisions, so the data should be updated and accurate.
When selling a business with debt, be prepared to deploy strategies for debt management before sale. Below are some of your options:
Ultimately, the decision on which option will resolve your debt lies on the financial health along with which aspect appeals to potential buyers.
It’s easy to make a decision to close down a business when it’s faced with financial difficulties. But did you know that it isn’t always viable, especially when it has areas with tremendous growth potential?
It may be time to explore alternatives like debt restructuring or partial asset sales to minimize losses and potentially salvage some value.
Negotiating with Creditors:
Important Considerations:
Recap of key points:
You are personally responsible for business debts if you operate as a sole proprietor or general partner, sign a personal guarantee, miss required tax payments, or improperly manage your LLC or corporation, losing its liability shield.
During an acquisition, the buyer may take on the target’s debt, adjust the sale price, or settle the debt beforehand. Alternatively, the buyer can negotiate with creditors to reduce the debt, lowering the overall acquisition cost.
The legal implications of having business debt include the need for debt assumption agreements, compliance with regulatory requirements, understanding tax impacts, obtaining creditor approval for debt transfer, and ensuring accurate financial reporting. Failure to address these can lead to legal complications.
Debt cannot be transferred if the loan includes “anti-assignment” clauses or negative covenants restricting ownership changes. In such cases, either the lender must approve the transfer or the seller must settle the debt before closing the sale.