Seller Financing in UK Business Acquisitions: A Practical Guide to Vendor Finance and Deferred Consideration
A practical guide to seller financing in UK lower mid-market acquisitions: how vendor loan notes and deferred consideration work, typical proportions (15-30%), set-off rights, intercreditor positioning behind senior bank debt, HMRC tax treatment including Business Asset Disposal Relief preservation and QCB versus non-QCB structuring, and the common pitfalls that turn clean deals into disputes.
## Seller Financing in UK SME Deals: A Practitioner's Guide to Loan Notes, Deferred Consideration and Earn-Outs Seller financing vendor finance, vendor loan notes, deferred consideration is one of the most powerful tools in UK lower mid-market M&A, and one of the most misunderstood. When the cash a buyer can raise from a lender like NatWest, HSBC, Lloyds, Shawbrook, OakNorth or ThinCats falls short of the price the seller wants, or when the parties cannot agree on what the business is actually worth, deferred and seller-financed elements are usually what makes the deal close. In the £1M to £25…