{"ok":true,"canonical_url":"https://dealroom.so/glossary/seller-debt","api_url":"https://dealroom.so/api/public/glossary/seller-debt","data_freshness":{"sba_records_through":"2026-05-31","fdic_records_through":"2026-03-31","dealroom_last_updated":"2026-06-15","timezone":"America/Chicago"},"source_summary":["Public SBA 7(a) loan records","FDIC institution data","DealRoom lender and franchise enrichment"],"term":{"slug":"seller-debt","term":"Seller debt","aka":"Seller note","group":"Your money in the deal","definition":"A portion of the purchase price that the seller agrees to finance, where the buyer repays the seller over time. This reduces the cash you need upfront for the acquisition.","what_it_means":"Seller debt is a common component of small business acquisitions. For SBA 7(a) loans, any seller debt must be on full standby. This means the seller cannot receive payments until the SBA loan is repaid, strengthening the business's cash flow for the primary lender.","url":"https://dealroom.so/glossary/seller-debt","official_sources":[{"slug":"sop-50-10","title":"SOP 50 10 — Lender and Development Company Loan Programs","official_url":"https://www.sba.gov/document/sop-50-10-lender-development-company-loan-programs","official_label":"View on SBA.gov","authority_tier":2,"publisher":"U.S. Small Business Administration","source_guide_url":"https://dealroom.so/sba-7a/sources/sop-50-10"},{"slug":"13-cfr-part-120","title":"13 CFR Part 120 — Business Loans","official_url":"https://www.ecfr.gov/current/title-13/chapter-I/part-120","official_label":"View on eCFR","authority_tier":1,"publisher":"Office of the Federal Register","source_guide_url":"https://dealroom.so/sba-7a/sources/13-cfr-part-120"}],"related":[{"slug":"seller-standby-agreement","term":"Seller standby agreement","url":"https://dealroom.so/glossary/seller-standby-agreement"},{"slug":"full-standby-agreement","term":"Full Standby Agreement","url":"https://dealroom.so/glossary/full-standby-agreement"},{"slug":"standby","term":"Standby","url":"https://dealroom.so/glossary/standby"},{"slug":"equity-injection","term":"Equity injection","url":"https://dealroom.so/glossary/equity-injection"}],"related_questions":[{"question":"What if the seller holds a significant portion of the acquired business's debt?","url":"https://dealroom.so/sba-7a/questions/what-if-the-seller-holds-a-significant-portion-of-the-acquired-business-s-debt"},{"question":"How does a seller note on full standby affect the debt service coverage ratio calculation?","url":"https://dealroom.so/sba-7a/questions/how-does-a-seller-note-on-full-standby-affect-the-debt-service-coverage-ratio-calculation"},{"question":"What happens if a seller note on standby is subordinate to another non-SBA debt?","url":"https://dealroom.so/sba-7a/questions/what-happens-if-a-seller-note-on-standby-is-subordinate-to-another-non-sba-debt"},{"question":"Can I use an SBA 7(a) loan for debt consolidation of existing business debts?","url":"https://dealroom.so/sba-loans/basics/can-i-use-an-sba-7-a-loan-for-debt-consolidation-of-existing-business-debts"},{"question":"How does a seller note on partial standby affect an SBA 7(a) loan's debt service coverage ratio?","url":"https://dealroom.so/for-lenders/questions/how-does-a-seller-note-on-partial-standby-affect-an-sba-7-a-loan-s-debt-service-coverage-r"},{"question":"Can I use working capital from an SBA loan to pay down existing seller debt not assumed by the buyer?","url":"https://dealroom.so/sba-7a/questions/can-i-use-working-capital-from-an-sba-loan-to-pay-down-existing-seller-debt-not-assumed-by"}]},"caveats":["Definitions represent DealRoom's plain-English interpretation for buyers; verify regulatory terms against the official SBA and eCFR sources listed.","Not legal, tax, or financial advice, and not an SBA eligibility determination."],"citation":{"label":"DealRoom.so Glossary — Seller debt","url":"https://dealroom.so/glossary/seller-debt","source_type":"DealRoom Data"}}