The Seller Financing Course

The curriculum

Six modules. Everything you need to close a seller-financed deal.

From understanding why the window exists right now to structuring the note and closing — taught in order, built for action.

M01 Why seller financing works right now 5 lessons ▾

The market context that makes seller financing more available and more flexible than at any point in the last 30 years — and exactly how long this window stays open.

The Silver Tsunami: 10,000 Boomer owners retiring daily and what it means for deal structure
Why motivated sellers accept creative terms that non-motivated sellers won’t
The 2025–2030 acquisition window: why this is the best deal environment of your lifetime
How seller financing fits into an SBA structure — and when to use each
The four deal scenarios where seller financing is the optimal tool

Foundation

M02 Reading seller motivation — the key that unlocks everything 6 lessons ▾

Seller motivation determines deal structure flexibility more than any other variable. This module teaches you to identify it, qualify it, and use it to shape your offer before you write a number.

The motivation spectrum: from “testing the market” to “I need to close in 90 days”
How to identify retirement-driven sellers in your outreach before the first call
The four questions that reveal how flexible a seller will be on structure
Legacy vs. liquidity: how the seller’s real goal changes what you offer
Seller motivation vs. seller price — they are not the same thing
How to position yourself as a legacy buyer, not a bottom-feeder

Foundation

M03 The six deal structures — full playbook 8 lessons ▾

The complete mechanics of every major seller-financing structure — when to use each, how to present it to a seller, and what the lender needs to see to approve it.

SBA 7(a) fundamentals: what qualifies, what doesn’t, and what the lender is actually underwriting
The SBA + seller note stack: the most common zero-down path and exactly how to structure it
Pure seller financing: when to use it and the terms that protect both parties
Earnout structures: how to write a formula that is fair, specific, and enforceable
Equity rollback: why a seller staying as a minority partner can be better for everyone
100% seller note: the rare case, the buyer profile that makes it possible, and how to ask
Stacking structures: how to combine SBA, seller note, and earnout in a single deal
Deal math workshop: running the DSCR numbers for four different structure scenarios

Core tactics

M04 The seller conversation — scripts, sequencing, and objections 8 lessons ▾

Most buyers know what seller financing is. They don’t know how to introduce it to a seller who hasn’t thought about it — or how to handle the pushback when they do. This module covers both.

When and how to introduce seller financing — the conversation sequence that works
Framing seller notes as a benefit to the seller, not a concession to the buyer
The tax deferral conversation: why installment sales benefit motivated sellers
Handling “I want all cash at close” — the four-step response framework
Broker dynamics: how to navigate a listing broker who pushes back on creative structures
The direct-to-seller advantage: why off-market conversations are structurally different
Real call scripts for introducing seller financing in a first conversation
What to do when the seller says yes — keeping momentum without overcommitting

Core tactics

M05 LOI language, note terms, and protecting yourself in writing 7 lessons ▾

A verbal agreement to carry a note means nothing without the right written terms. This module covers exactly what needs to be in the LOI, the promissory note, and the purchase agreement — and the clauses that protect you if something goes wrong.

LOI language for seller-financed deals: what to include, what to leave out
Promissory note structure: interest rate, amortization, balloon, default triggers
SBA subordination requirements: what the lender requires and how to present it to the seller
Earnout formula documentation: writing it so it’s enforceable and unambiguous
Seller representations on the note: what you need the seller to warrant at close
Default and acceleration clauses: protecting yourself if the business underperforms
Working with a transactional attorney: what you need them to review vs. what you handle yourself

Advanced

M06 Close, transition, and managing the seller relationship post-close 6 lessons ▾

Closing a seller-financed deal is only the beginning. The seller is still in your business — as a note holder, a transition resource, or a minority partner. This module covers how to manage that relationship so it stays productive and doesn’t become a liability.

The seller transition plan: what to put in writing and what to keep flexible
Managing a seller who stays on as a consultant — boundaries, compensation, and exit ramps
Communicating with a note-holder seller: how often, what to share, and what to avoid
When the business underperforms: how to have the renegotiation conversation before default
Paying off the seller note early — why you should and how to structure the conversation
Using a seller-financed deal as the foundation for your next acquisition

Advanced

Module 03 preview

Six structures. Taught completely. One of them fits your deal.

Every structure is covered end-to-end — mechanics, seller conversation, lender requirements, and deal math.

struct_01

SBA 7(a) Loan

Up to 90% government-backed financing. 10-year term. The foundation most zero-down structures are built on.

10% equity injection required

// covered in M03 → lesson 01

struct_02

SBA + Seller Note Stack

SBA covers 80–90%. Seller carries a subordinated note on standby. The seller note counts toward equity — buyer brings closing costs only.

$0–3% buyer equity at close

// covered in M03 → lesson 02

struct_03

Pure Seller Financing

Seller carries the full note. Flexible terms negotiated directly. Ideal when SBA is unavailable and the seller is highly motivated.

10–30% typical down payment

// covered in M03 → lesson 03

struct_04

Earnout Structure

A defined portion of the price paid from future performance. Bridges the valuation gap when buyer and seller disagree on projections.

Reduces upfront by 10–25%

// covered in M03 → lesson 04

struct_05

Equity Rollback

Seller retains 10–20% minority equity post-close in exchange for a lower price. Aligns seller incentives with your success.

10–20% price reduction at close

// covered in M03 → lesson 05

struct_06

100% Seller Note

Seller finances 100% of the purchase price. No bank. Zero equity from buyer. Rare — but possible with the right seller and the right profile.

$0 buyer equity required

// covered in M03 → lesson 06

The numbers

Same $800K deal. Four structures. Very different cash requirements.

The deal doesn’t change. The structure does. You’ll be able to run this math for any deal by the end of Module 03.

SBA Only — Standard 10% equity required

Purchase price$800,000

SBA loan (90%)$720,000

Buyer equity (10%)$80,000

Annual SDE$240,000

Cash to close$80,000

Cash-on-cash Year 1: ~172% on $80K invested

SBA + Seller Note Stack Near zero-down

Purchase price$800,000

SBA loan (87%)$696,000

Seller note on standby$80,000

Buyer equity (3%)$24,000

Cash to close$24,000

Cash-on-cash Year 1: ~900% on $24K invested

Earnout — 20% Deferred Performance-based

Purchase price$800,000

Cash at close (80%)$640,000

Earnout deferred$160,000

SBA on $640K base$576,000

Cash to close$64,000

Earnout paid only if performance targets met

Equity Rollback — Seller 15% Aligned incentives

Effective purchase price$680,000

Price reduction (15%)−$120,000

SBA on $680K$612,000

Buyer equity (10%)$68,000

Cash to close$68,000

Seller retains 15% equity — buyout path defined in operating agreement

Who this course is for

Be honest with yourself before you enroll.

This course works for the right student. We’d rather you know upfront than find out halfway through.

This is for you

First-time buyers with limited capital

You know you want to own a business. You don’t have $200K sitting around. You need to understand how serious buyers close deals without needing a large down payment.

Actively searching or preparing to search
Comfortable learning deal math and structure
Willing to have direct conversations with sellers
Target deal size: $300K–$2.5M

This is for you

Rollup operators adding unit 2 or 3

You already own a business. You want to grow through acquisition but don’t want to tie up all your operating capital in every deal. Seller financing is how you keep the flywheel moving.

Want to preserve capital for operations
Building a multi-business portfolio
Looking for repeatable deal structures
Targeting tuck-in acquisitions in your sector

This isn’t for you

Passive investors or pure financiers

If you’re looking to buy a business entirely passively, or your primary interest is financial engineering rather than operating, the seller financing conversation is a different one.

No interest in operating the business
Expecting fully passive returns
Looking for deals above $5M
Not willing to have direct seller conversations

Enrollment

One course. Three ways to go through it.

Same core curriculum in every tier. Higher tiers add templates, live sessions, and direct access to Heather.

Self-study

The Course

$497

One-time · Lifetime access

All six modules, every lesson, and the complete deal math framework. Everything you need to understand and structure a seller-financed acquisition.

6 modules · 40+ video lessons
All 6 deal structure playbooks
Deal math workbook (PDF)
Seller motivation qualification framework
Lifetime access + all future updates
Private student community access

They closed deals they didn’t think were possible.

“I was convinced I needed $150K saved before I could buy anything. Module 03 showed me the SBA + seller note stack and I ran the math on a real deal I’d been sitting on. Closed four months later with $22K out of pocket. The conversation script from Module 04 is what got the seller to say yes to the note.”

James T.

Pest control acquisition — Phoenix, AZ

Closed $740K deal with $22K out of pocket

“The seller motivation module changed how I approach every first call. I stopped asking ‘are you willing to carry a note?’ and started asking about their timeline and what they wanted for the business after they left. The note conversation followed naturally from that. Completely different outcome.”

Amanda W.

Landscaping acquisition — Denver, CO

Seller note structured in first conversation

“On my third acquisition I used the equity rollback structure from Module 03. The seller stayed on as a 15% minority partner. He’s been the best operational asset in the transition — he has skin in the game and wants the business to succeed. I would never have thought to offer that without this course.”

Marcus K.

HVAC rollup operator — Dallas, TX

Equity rollback — seller became operational asset

👤

Your instructor

Taught by someone who has structured hundreds of these deals.

Heather Griffith Barber built her first business from scratch at 23. Over two decades of buying, scaling, and selling, she sat across the table from sellers as both buyer and advisor on hundreds of transactions — and watched the same financing mistakes repeat themselves every time a buyer didn’t know their options.

The seller financing frameworks in this course are the same ones Heather uses with her private advisory clients. The deal math, the conversation scripts, and the term sheet language are taken directly from real transactions — not textbooks, not theory.

The goal of this course is simple: by the time you finish Module 03, you should be able to run the structure math on any deal and know exactly which approach to bring to a seller conversation.

Author, The Due Diligence Bible

Creator, Buy Scale Sell valuation platform

18,000+ newsletter subscribers across BSS properties

900+ business owners advised across buy, scale, and exit decisions

Questions

Before you enroll.

Do I need to have a deal in hand to benefit from the course?

No — and many students find the course most valuable before they have a deal, because it changes how they evaluate opportunities and approach sellers. That said, students with a live deal in progress get the most immediate ROI, particularly from Modules 03 and 04.

Is this legal or financial advice?

No. This course is educational and strategic — it teaches deal structure frameworks, seller conversation tactics, and financial modeling. For legal review of your specific documents, you need a transactional attorney. For lender-grade financial verification, see Earnings Verified. The course tells you what to prepare for; your advisors execute on it.

What deal size is this course designed for?

The frameworks are optimized for the lower-middle-market acquisition range: $250K to $3M in purchase price. The SBA structure guidance is most relevant for deals in this range. For deals above $3M, the financing mechanics shift significantly and the course may be less directly applicable.

How long does the course take to complete?

The full course is approximately 8–10 hours of video content, plus workbook exercises. Most students complete it in 2–3 weeks at a comfortable pace, or in a concentrated weekend if they have a deal moving. Lifetime access means you can revisit specific modules whenever a new deal situation comes up.

What’s included in the template library?

The Complete Kit includes 14 documents: 4 seller conversation scripts (for different motivation scenarios), the LOI seller financing language library, a promissory note term sheet template, an earnout formula documentation template, a seller note term negotiation checklist, a DSCR and deal structure calculator in Excel, and several supporting worksheets. All in editable Word and PDF formats.

How does this course relate to the other BSS products?

The Seller Financing Course teaches you how to structure the deal. Earnings Verified verifies the SDE your price is based on. The LOI Review service reviews your written terms before you sign. Audit My Acquisition covers full diligence after LOI. The course is the strategy layer — the BSS services are the execution layer. They are designed to work together.

The complete guide to seller financing — from first conversation to close.

Six modules. Everything you need to close a seller-financed deal.

Six structures. Taught completely. One of them fits your deal.

SBA 7(a) Loan

SBA + Seller Note Stack

Pure Seller Financing

Earnout Structure

Equity Rollback

100% Seller Note

Same $800K deal. Four structures. Very different cash requirements.

Be honest with yourself before you enroll.

First-time buyers with limited capital

Rollup operators adding unit 2 or 3

Passive investors or pure financiers

One course. Three ways to go through it.

They closed deals they didn’t think were possible.

Taught by someone who has structured hundreds of these deals.

Before you enroll.

Do I need to have a deal in hand to benefit from the course?

Is this legal or financial advice?

What deal size is this course designed for?

How long does the course take to complete?

What’s included in the template library?

How does this course relate to the other BSS products?

The course teaches the structure. These execute it.

Buy Scale Sell

Earnings Verified

Zero Down Deals

The sellers who will carry a note are out there right now. You need to know how to find them — and what to say.