Acquisition tools / 03

Forgivable Seller Note Calculator

Model principal reductions when business performance misses the agreed target.

Deal Parameters

Forgiveness Parameters

Performance target
$475,000
Purchase multiple
4.00x

Annual EBITDA Actuals

Total Forgiven
$200,000

Principal reduction

Effective Discount
40.0%

Off original note

Net Cash Out
$345,056

Principal + interest

Effective Purchase Price
$1,800,000

After forgiveness

Effective Multiple
3.75x

vs. avg ebitda

Year 1 Monthly Pmt
$9,436

Resets after forgiveness

Annual payment and forgiveness schedule

YrActual EBITDATargetMet?Beg BalanceMonthly PmtAnnual InterestAnnual PrincipalForgivenessEnd Balance
1$400,000$475,000NO$500,000$9,436$22,950$90,278$200,000$209,722
2$500,000$475,000YES$209,722$4,830$9,383$48,574−$161,148
3$500,000$475,000YES$161,148$4,830$6,898$51,059−$110,089
4$500,000$475,000YES$110,089$4,830$4,286$53,672−$56,417
5$500,000$475,000YES$56,417$4,830$1,540$56,417−$0

When to Use

Best For

Stable margin businesses where earnings reflect operating performance.

Buyer Upside

The seller shares downside when earnings miss the agreed target.

Seller Consideration

The buyer can influence EBITDA through expense and accounting decisions.

Higher Forgiveness Potential

Purchase multiples of 3 to 6x can amplify principal reductions.

The calculators and financial tools provided by The Business Buyer Blueprint are for educational and illustrative purposes only. Forgiveness is modeled at year-end after twelve monthly payments. Actual outcomes depend on negotiated terms, accounting definitions and lender requirements. This is not legal, tax or lending advice. Review any performance-based seller note with qualified professionals.

An informal conversation over business plans at a cafe

Protect yourself before you sign.

The 5% Down Financing Kit walks through seller note structures, including how to tie part of the note to the business performing as promised.