Inside My $2.4M Business Acquisition: Deal Structure, Seller Financing & What Comes Next

How I’m Using Smart Structuring to Buy a Profitable Business

We’ve officially signed the term sheet for our business acquisition.

That might not mean much if you’ve never done a deal before, but let me break it down.

A term sheet is essentially a non-binding agreement between me and the bank financing the deal. It lays out the purchase price, the financing structure, and the seller note.

This is a huge milestone because it means the deal is moving forward. But more importantly—it’s structured in a way that makes it a home-run deal.

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Breaking Down the Deal Terms

Here’s what the structure looks like:

💰 $2.4M Purchase Price
📜 $720K Seller Note (A key financing strategy—more on this below.)
💵 $120K Down Payment (What we’re personally putting in.)

What makes this a strong deal?

✅ Cash Flow Positive – The business generates enough profit to cover the monthly loan payments, the seller financing, and still leave distributions for raises and ownership payouts.
✅ Built-in Scalability – There’s immediate opportunity to increase efficiency, upskill staff, and grow revenue without increasing overhead.
✅ Long-Term Wealth Creation – This deal doesn’t just pay us—it positions us to increase enterprise value and acquire more businesses in the future.

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Why a Seller Note is a Game-Changer in Acquisitions

A seller note is when the seller agrees to finance a portion of the sale instead of getting 100% of the money upfront.

Why is this powerful?

Pros of a Seller Note:

✔ Less Upfront Cash Needed – We don’t have to come up with as much money on Day 1.
✔ Shows Seller Confidence – If they’re willing to hold a note, it means they believe the business will continue to perform.
✔ Better Financing Terms – Banks love seeing seller financing because it lowers their risk.

Cons of a Seller Note:

🚧 Ongoing Obligation – We’ll need to make payments to the seller over time.
🚧 Risk if Business Declines – If cash flow dips, we still owe that money.
🚧 Possible Negotiation Challenges – Some sellers may ask for personal guarantees or higher interest rates.

Bottom line? A seller note allows us to leverage the business’s cash flow to fund the acquisition, reducing the amount of money we need to put in upfront. It’s a tool that makes buying a business far more accessible.

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Now, Due Diligence Begins

With the term sheet signed, we’re officially entering the due diligence phase.

This is where we verify everything before finalizing the deal.

🔍 Financial Review – The bank will analyze our tax returns, bank statements, and proof of funds to confirm we can afford the down payment.

🔍 Legal & Business Health Check – We’ll dig into the company’s financial records, legal history, and any potential risks to ensure it’s fiscally sound.

🔍 Operational Deep Dive – We need to understand the staff, processes, and scalability potential before making big moves.

How long does due diligence take? Typically 30 days, but in this case, the seller requested extra time due to their busiest work season. So, we’re looking at a longer diligence period to ensure they’re fully available for the process.

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What’s Next: Scaling the Business

Right now? I’m excited as hell.

I’m already envisioning how we can double revenue while maintaining high margins.

Here’s the game plan:

✅ Upskill Our Team Through AI – If our current staff leverages AI, they can increase productivity without increasing effort. That means more revenue per employee, allowing us to stay lean while paying everyone more.

✅ Drive Business Growth Without Overhead Bloat – If we can do more with the same team, we protect margins and maximize profitability.

✅ Increase the Business Valuation – The more efficient and profitable the company becomes, the higher the valuation—giving us the option to sell at a premium or acquire more businesses.

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Final Thoughts: The Path to Financial Freedom

This journey has been incredible so far.

Every step forward makes financial freedom feel more real, more tangible, more within reach.

The way this deal is structured doesn’t just create income today—it lays the foundation for long-term generational wealth.

I’m fully in this game now.

And I’ll be documenting the entire process here.

🚀 Follow along as I navigate due diligence, scale this business, and break down the real playbook for financial freedom.

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3 Tangible Takeaways: How You Can Start Thinking Like an Acquirer

If you’re reading this, you’re probably someone who wants to build wealth, own businesses, or create financial freedom.