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.

A revenue peg and a working capital peg are two different mechanisms used to determine purchase price adjustments in M&A transactions. While working capital pegs are the standard approach in most middle-market deals, revenue pegs may be used in certain asset-light or recurring-revenue businesses. This guide explains how each method works, when buyers use them, and how they affect the bridge from enterprise value to final seller proceeds.

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.