Deal-doers are paralysed. The evaporation of credit has killed a huge proportion of potential acquisitions. Uncertainty over values is endemic. Sellers are deeply reluctant to lower their price expectations; and buyers have little ammunition. What can boost the mergers and acquisitions field?
One tool that needs reviving now is the seller note. This is an IOU from the buyer to the seller, effectively a form of deferred consideration. It can help bridge the gap between the buyer's limited cash, and the vendor's desire to achieve a higher price. Such an instrument can be designed to suit: it can carry a coupon; it can be long dated or short; it can be for a fixed sum or dependent upon profits; it can be fully secured or rank behind other creditors.
The point is that it enables a deal to happen when all else fails. It lubricates the markets and keeps transactions alive. Many corporates are desperate to offload businesses, but purchasers are reluctant to commit when the visibility of earnings is so poor. Seller financing means the risk is to a degree shared, and so acquirers are able to stretch and vendors able to compromise – allowing fresh ownership and perhaps invigorated management to relaunch a business that needs new ideas. In America, it is common for a seller of a small company to act as a sort of banker – perhaps enabling a newcomer to get their first break as an entrepreneur.