Vendor loan

Wietze Willem Mulder
Wietze Willem Mulder, Brookz
Jan. 20, 2025
There are several ways to finance a business acquisition, and a vendor loan can be part of the total financing sum.
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There are different ways to finance a business acquisition and a vendor loan can be part of the total financing sum.

In this article, we take you through the definition, the pros and cons and for whom it is a suitable form of financing.

What is a vendor loan?

A vendor loan is a form of deferred payment. The seller agrees not to receive part of the purchase price until a later date, allowing the buyer to complete the deal with a small amount of financing. It is based on a loan agreement from the seller to the buyer, which is why we also know a vendor loan as the seller's loan or seller's credit.

The selling party has a better chance of a successful sale when they think with the buyer about the financing issue. If there is a good understanding, the buyer may be able to approach the seller for a vendor loan.

Advantages and disadvantages vendor loan

The benefits are probably self-explanatory, but we list them for you anyway:

  • Provides a bond of trust between buyer and seller (which in turn motivates any other investors);
  • Get financing more easily.

Of course, there are downsides, as no business acquisition is risk-free. Here are the main points to consider if you want to use a vendor loan:

  • If the buyer cannot meet the financial obligations, the seller has the right to tap the company's dividends;
  • For the seller, working with a deferred payment is a gamble;
  • Due diligence must be done to investigate the buyer's position;
  • Securing the contractual part optimally can be quite a challenge.

Vendor loan alternatives

The vendor's contribution can also be reflected in other ways. These are the alternatives of a vendor loan:

  • Earn-out arrangement - This arrangement is used to close the gap between asking price and buyer's offer. The earn-out arrangement allows a portion of the purchase price to depend on future performance;
  • Subordinated loan - The seller doesn't want to pull off the sale, but the buyer can't get the financing. A loan can be provided, but there are conditions attached to the repayments. In fact, subordinated means that repaying the bank loan always comes first.
Written by
Wietze Willem Mulder, Brookz

Wietze Willem Mulder is Manager of Content at Brookz. He studied journalism and has written for business titles such as FEM Business, Sprout, De Ondernemer and Management Team. He is also co-author of the handbooks How to buy a business and How to sell a business.

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