Senior lenders usually count a vendor loan towards your side of the deal, close to your own money, as long as it ranks behind them and can't be repaid first. That's why meaningful support from the seller can bring the cash you need below 15% of the price.
Why the ranking matters
The lender wants to be repaid before the seller. So the seller's loan:
- ranks behind the senior lender if things go wrong
- can't be repaid early without the lender's agreement
- may have its repayments paused if the business falls behind on the main loan
Agreed in writing before completion
The senior lender will want the ranking set out in a written agreement between the lender, the seller and you before completion, often called a deed of priority. We negotiate it alongside the main facility.
What it means for the seller
The seller carries some risk until they're paid. Many accept it to get their price, especially when selling to a team they trust.
What it means for you
You still have to repay the vendor loan, usually with interest, so it has to fit within the business's cash flow alongside the main loan. See What is vendor finance?.
Last reviewed: 8 October 2026