Adelphoï Labs
Paul Davis
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Forgivable Seller Note Calculator

Model seller financing structures with performance-based forgiveness provisions. See how different scenarios affect your effective purchase price.

Deal Structure

$
%

Note Amount: $150,000

%

Forgiveness Terms

Earnings Before Interest, Taxes, Depreciation & Amortization

$
%
x
%
yrs

Cash at Close

$850,000

Seller Note

$150,000

Monthly Payment

$2,899.92

Total Interest

$23,995

Forgiveness Scenarios

See how different EBITDA declines affect your effective purchase price.

EBITDA DeclineForgivenRemaining NoteEffective PriceSavings
No decline$150,000$1,000,000
-10%$150,000$1,000,000
-15%$15,000$135,000$985,0001.5%
-20%$30,000$120,000$970,0003.0%
-25%$45,000$105,000$955,0004.5%
-30%$60,000$90,000$940,0006.0%
-40%$90,000$60,000$910,0009.0%
-50%$120,000$30,000$880,00012.0%

How Forgiveness Works

With a 10% threshold and 2x ratio: if EBITDA declines by 20%, that's 10% beyond the threshold, triggering 20% note forgiveness ($30,000).

Important Disclaimer

This calculator provides estimates for educational purposes only. Actual deal structures should be reviewed by qualified M&A advisors, attorneys, and accountants. Forgiveness terms vary significantly by transaction and must comply with applicable regulations (including SBA requirements if applicable). Contact us for guidance on structuring your specific transaction.

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