Show the whole proposed package
Put the buyer contribution, lender amount, seller note, and any other component in one view. Identify which figures are estimates, which are proposed, and which are confirmed. Include the timing of each source so that the closing team can see what is supposed to be available and when.
BDC describes acquisition funding as a package that may include buyer investment, acquisition debt, and vendor financing. That background explains why the pieces need to be discussed together. It does not mean a particular lender has accepted your proposed transaction.
Ask the lender before treating the note as settled
Tell the lender that a seller note is being considered and ask what information is needed to assess it. A proposal accepted by the buyer and seller may still require changes before it fits the lender’s conditions.
Keep written confirmation of the lender’s actual requirements. Do not infer approval from a previous deal, a broker’s expectation, or an indicative financing figure.
- Does the lender accept a seller note in this transaction?
- Which terms must the lender review?
- Are there payment restrictions, deferrals, or other conditions?
- Which consents and intercreditor documents does counsel need to address?
- What changes would require another lender review?
Keep priority questions with the professionals
The order in which creditors are entitled to be paid can matter to both the seller and the senior lender. Ask counsel to explain the proposed priority arrangements, the documents that create them, and any limits on payment or enforcement.
A platform can keep those documents and reminders organized. It should not determine creditor priority from the order in which financing sources appear in a chart. A complete-looking funding diagram is not a legal opinion.
Check the combined payment picture
A seller-note scenario should sit alongside the other obligations the buyer expects to meet. Ask the buyer’s accountant and lender how to assess the proposed overall burden and the cash needed to operate the business.
For planning, record which payment figures come from confirmed schedules and which remain illustrations. If the proposed bank terms change, revisit the seller-note assumptions rather than keeping an outdated scenario.
Keep one current proposal
Use a dated version that the deal team can refer to in discussions. Track the open questions, who owns each answer, and which changes have been confirmed. Keep historical versions so a reviewer can follow how the proposal evolved.
Dealosure is being designed to organize that shared picture, then the confirmed seller-note records after closing. It is not a lender or a financing approval service. The actual lending decision and signed terms remain with the relevant parties.
Further reading
These independent resources provide background on Canadian acquisitions. They are not endorsements of Dealosure.
General information only. Work with qualified Canadian legal, accounting, and financing advisors on your specific transaction. This page is not legal, tax, or lending advice.
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