Vendor Take-Back (VTB) Negotiation
Negotiate seller financing to reduce your cash requirement at closing.
What's Included
In Canadian SMB deals, vendor take-back (VTB) financing is increasingly common — 10-40% of the purchase price financed by the seller, paid back over 3-7 years.
VTB is great for buyers (less cash required) and useful for sellers (better tax outcome, signals seller confidence). We negotiate the VTB note: - VTB size (10-40% of purchase price typical) - Interest rate (prime + 1-3% typical) - Term (3-7 years typical) - Amortization vs balloon - Security and personal guarantee - Subordination to senior lender - Default and cure provisions - Right of set-off against indemnity claims
A well-negotiated VTB can lower your equity requirement by 25-40%.
Key Benefits
Lower cash required at closing
Signals seller confidence in business
Better terms than mezzanine debt
Set-off rights protect against indemnity claims
Often tax-efficient for seller too
Available in These Packages
Related Deal Services
More services in the same M&A lifecycle stage.
Offer & Negotiation
Build offer terms, price, financing structure, and negotiation tactics that protect your interests.
Letter of Intent
Draft a non-binding LOI that locks the deal, sets diligence access, and protects you in exclusivity.
Deal Structure
Design asset vs share, earn-out, VTB, holdback, and tax-optimized closing structure.
Payment & Financing
Design and source the financing stack: bank, BDC, vendor, SBA, and equity.