The Boomer Exit Wave: Why 80% Don’t Sell—and the Opportunity for Seller Financing
TL;DR: A huge cohort of owners are retiring. Many great businesses don’t transact—not because they aren’t valuable, but because deal structure, prep, and timing miss the mark. Flexible seller financing can bridge the gap.
The scale of the wave
Baby boomers still own a massive share of Main Street and lower middle–market businesses. As retirements accelerate, more owners will try to sell at once—yet most listings won’t close. Common reasons:
- Owner-dependence (the business is the owner)
- Messy books / unclear SDE
- Pricing that ignores marketability (systems, team, contracts)
- Minimal distribution (not enough qualified eyeballs)
- Rigid deal structure (all-cash expectations vs reality)
Why so many don’t sell
A willing buyer + a realistic seller + a financeable structure rarely align by accident. If even one is “off,” deals die:
- Prep: Buyers want clear financials, repeatable ops, and clean handoff.
- Fit: The buyer’s capabilities and plan matter as much as your numbers.
- Structure: SBA, cash, and seller financing each solve different problems.
The opportunity in seller financing
Well-structured seller financing can:
- Widen the buyer pool (more buyers can afford to pursue)
- Bridge valuation gaps (earnout or note with performance protections)
- Speed time-to-close (less bank friction)
Protect yourself with:
- A proper promissory note & security agreement
- UCC filing on the business assets
- Covenants (keep the name/brand/recipe until note is paid, minimum hours, quality standards)
- Default remedies (late fees, step-up interest, right to accelerate, step-in rights)
A real-world cautionary tale
If a buyer wants to change everything that made the business successful—name, menu, hours, quality—your risk goes up. Tie financing to operational guardrails and performance. If they deviate and the business fails, you want clear rights to step in or recover collateral.
What buyers value (and pay up for)
- Documented SOPs and training
- A manager or second-in-command
- Recurring revenue / sticky contracts
- Clean, credible financials (SDE that reconciles)
- Transferable brand, IP, domains, phone numbers, logins
For sellers: start with visibility, then improve the package
Don’t wait a year to “perfect” everything. List early, start conversations, then use buyer feedback to prioritize what to polish:
- Clean SDE and add-backs
- SOPs + training plan
- Transition timeline
- Reasonable, flexible structure (consider a small seller note or earnout)
For buyers: structure beats sticker price
If the headline price feels rich, explore:
- Smaller down payment + seller note
- Holdbacks/escrows for transition risks
- Performance-based earnouts
- Working capital targets and true-ups
Ready to take the next step?
- 🧮 Value your business: /business-valuation
- 🧭 Sellability Scorecard: /scorecard
- 📣 List your business: /sellers