Seller Notes in M&A: Meaning, Terms, Risks, and Examples
Seller notes are a common financing structure in middle-market M&A. Learn how seller financing works, why buyers use it, and how it affects deal structure and seller proceeds.

Seller notes are a common financing structure in middle-market M&A. Learn how seller financing works, why buyers use it, and how it affects deal structure and seller proceeds.

Completion accounts and locked box are two primary pricing mechanisms used in mergers and acquisitions to determine the final purchase price. This guide explains how each structure works, how working capital and net debt adjustments are handled, and why completion accounts dominate U.S. middle-market transactions while locked box structures are more common in Europe.

A practical guide to sources and uses in M&A, including how to read and build the table, how acquisition financing is structured, how debt, equity, rollover, seller notes, assumed debt, minimum cash, fees, and funds flow affect deal economics, and what sellers should understand before relying on buyer financing.