Seller Note
Written by Christopher Krassnig - Founder - Kairos Exchange and ZenoX Media.
Published
- Checks in every memo8
- Automatic on day one3 of 8
- Read by handad spend and processor payouts
- Tracked ecom salesEUR 200M+ZenoX ad-management figures, not Kairos deal volume - Kairos hasn't closed a deal yet.
Seller Note is the promissory note a buyer signs when part of the purchase price is carried rather than paid at closing, typically 10 to 30 percent of the total, with its own rate, schedule, and default terms. It pays out on a fixed schedule regardless of how the store performs afterward. Sellers who carry one usually require a down payment and a personal guarantee.
The Protections That Matter
A meaningful down payment first, so the carried share is not the entire risk. A personal guarantee wherever the buyer's own entity is thin, so default has a real person behind it rather than an empty shell. A security interest in the assets, so a default has consequences beyond a strongly worded letter. And payments routed automatically rather than invoiced by hand every month, so collection does not depend on the buyer's memory. Carrying a note with none of these in place turns a sale into an unsecured loan to a business the seller no longer controls.
Not to Be Confused With
- Earnout
- a seller note is a fixed loan the buyer owes regardless of performance; an earnout is contingent and pays only if the store hits its target. Confuse them and a buyer structures a note like an earnout, then still owes every payment even if the store underperforms.