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For more than 25 years, BBF has been built by countless members who chose to give their time and effort to the organization. What we have today exists because of that commitment, and I am grateful for it. Thank you, Paul McNally, for your guidance over the past two years.

This year is about continuing forward in a thoughtful way.

Our profession keeps changing. Deals are more complex. Clients expect more from their advisors. They rely on business brokers not just for access, but for experience, judgment, and professionalism. BBF plays an important role in supporting its members as those expectations continue to rise.

There are many positive things happening around our organization. We see it in ongoing BLS improvements, strong attendance at luncheons and networking events, successful cobrokerage transactions, and members who step up in local Districts to help move things forward.

BBF membership reflects professionalism, integrity, and competence built over tens of thousands of completed deals. That reputation matters. It works best when members respect one another, take responsibility for how to cooperate with each other, and support the standards that make cobrokerage work.

Education remains a key part of that. Practical, real-world education helps brokers build confidence, avoid mistakes, talk the same language as other brokers and deliver better results. It also helps protect the reputation of our profession. Thank you to those who are organizing luncheons, giving presentations or sharing your experiences!

I also look forward to connecting with many of you at our August conference in West Palm Beach. It will be a chance to learn, share ideas, and spend time together in an amazing location. Please keep watch for registration information over the next month or so.

Thank you for the professionalism you bring to BBF and for doing right by each other. Only when members stay engaged and support one another does our organization stay strong.

I look forward to the year ahead.

Seller financing has long played a crucial role in small business acquisitions, especially when an attribute of the deal is not palatable to the Buyer or Underwriting. With the recent changes to the SBA SOP, seller note requirements and uses have changed… changed… not died. These new regulations create opportunities to creatively mitigate deal specific hurdles in the hands of the well-informed.

In my opinion under the new regulations, there are three strategic uses of Seller Notes: (1) notes on full standby for the life of the SBA loan, (2) forgivable notes used to mitigate risk factors, and (3) seller notes on limited standby for two years that can impact the debt service coverage ratio (DSCR). Each variation has unique implications for borrower equity, underwriting, and deal structure.

1. Seller Notes on Full Standby for the Life of the Loan

One of the most powerful tools available in SBA acquisition financing is the seller note placed on full standby for the life of the loan. Under the new SBA regulations, if the note is on complete standby, meaning no payments of principal or interest are allowed until the SBA loan is fully paid, it can count as up to 5% of the required borrower equity injection.

Why This Matters

When acquiring a business, SBA requires borrowers to inject a minimum equity contribution, often 10% of the total project cost. This can be a significant hurdle for buyers, especially first time entrepreneurs or those with limited liquidity. A seller note structured properly on full standby effectively reduces the buyer’s required cash injection from 10% down to as little as 5%, making the deal far more accessible. This should widen your pool of qualified buyers, so I recommend floating the use of seller financing early, especially if the seller wants to quicken the pace of the sale.

Please note: while reducing the borrower’s equity injection to 5% may help preserve cash, it does not waive or lessen the borrowers obligation to meet the bank’s post-closing liquidity (Murphy’s Law Money) guidelines.

For example:

In this case, the seller note fulfills half of the borrower’s equity requirement.

Benefits

Risks

2. Forgivable Seller Notes for Risk Mitigation

In some cases, an acquisition presents specific risks that make lenders uneasy, such as customer concentration, asking prices above appraisal, or declining revenues. Here, a forgivable seller note can help close the gap.

How It Works

A forgivable note is essentially a contingent payment obligation. The note is structured so that repayment depends on future business performance or the satisfaction of certain conditions during a set time frame post-closing (typically 2-3 years). If those conditions are not met, the seller agrees to forgive all or part of the obligation.

Use Cases

Benefits

Considerations

Borrower’s attorney and Lender’s attorney must carefully draft the note, the forgiveness conditions, and ensure clarity and compliance. While the SBA program does not allow earn-outs, forgivable notes are permissible when structured as conditional forgiveness rather than contingent payments. At the end of the day, the note must be written to benefit the borrower.

3. Seller Notes on Standby for Two Years

The third common variation involves seller notes placed on standby for two years. In this structure, the borrower does not make payments of principal or interest during the standby period, but payments may resume afterward.

Why This Matters

When calculating DSCR (Debt Service Coverage Ratio), SBA requires lenders to include all repayment obligations in the analysis. However, if the seller note is on at least two years of standby, the payments could be excluded from the DSCR calculation during underwriting (at many banks, including mine).

This is particularly useful when the buyer’s projected cash flow is tight. By pushing seller note payments outside of the SBA’s DSCR model for the first two years, lenders can demonstrate compliance with SBA’s underwriting standards while still allowing for seller participation.

Benefits

Example

Because the $180,000 note is on standby for two years, it does not affect DSCR at underwriting and potentially bridges the valuation gap. After two years, payments begin, but ideally by then the borrower has stabilized operations and improved cash flow.

Putting It All Together: Strategic Structuring of Seller Notes

Each type of seller note serves a different strategic purpose (more than one seller note may be deployed to solve different hurdles):

When combined thoughtfully, these tools allow for more flexible and creative deal structures. For example, a complicated transaction might include (all 3 would be a rarity but possible):

Key Takeaways for Borrowers, Sellers, and Lenders

1. Seller alignment matters. Notes on standby demonstrate that the seller has confidence in the ongoing viability of the business.
2. Documentation is critical. SBA requires clear evidence of standby terms, forgiveness conditions, and repayment schedules.
3. Flexibility creates deal flow. Properly structured seller notes expand the pool of qualified buyers and make SBA financing possible for transactions that might otherwise fail.
4. Risk and reward must balance. While these notes provide important benefits, they also carry risks for sellers, who may wait years for repayment—or in the case of forgivable notes, never receive full repayment.

Conclusion

Seller notes remain a cornerstone of SBA business acquisition financing. Whether structured as equity injection support, forgivable risk mitigators, or DSCR-friendly instruments, they allow deals to move forward that might otherwise stall. For buyers, they reduce upfront cash needs and risk exposure. For sellers, they enable higher transaction values and a wider buyer pool. For lenders, they provide comfort that SBA requirements are being met without overburdening borrower cash flow.

The key is understanding the nuances of each type of seller note and structuring them in compliance with SBA guidelines. With proper planning, seller notes could transform a deal complication from dying on the vine into one that aligns the interests of buyers, sellers, and lenders alike which makes it to the closing table!

Morning Mayhem

It’s 8:00 a.m. The coffee isn’t even working yet, and the day is already sprinting ahead of you.

Welcome to the glamorous life of a business broker.

But what if, instead of drowning in admin before breakfast, you had a digital junior associate – working overnight, processing NDAs, building prospect lists, drafting seller updates, and even prepping tomorrow’s social media posts?

That’s Agent Mode.

What Is Agent Mode?

If you’ve tried ChatGPT, you already know the basics: it’s great at rewriting emails, polishing BizBuySell listings, or brainstorming LinkedIn posts. That’s a good start.

But here’s the difference: ChatGPT answers questions. Agent Mode executes goals.

Agents aren’t just chatbots—they’re like interns who don’t complain, don’t need lunch breaks, and never forget to update the CRM. They have:

Think of ChatGPT as your consultant. Agent Mode is your junior associate – minus the Starbucks runs and Friday “emergencies”.

Where Brokers Lose the Most Time

We’re not losing deals – we’re losing hours to admin work.

Important? Yes. Energizing? Not exactly. This is where Agent Mode shines: repetitive, low-precision tasks that still eat up our days.

A Broker’s Day with Agent Mode

8:30 a.m. — Inbox Freedom

Without Agent Mode: You’re attaching CIMs, typing the same “thank you for your interest” email 12 times, and praying you didn’t miss a hot lead.
With Agent Mode: Every NDA is logged, CIMs sent, CRM updated, and follow-ups scheduled. You just review the ones worth your time.
👉 Takeaway: Agents don’t negotiate—they just clear the runway so you can.

10:00 a.m. — Seller Updates (Without the Headache)

Without Agent Mode: You’re combing through emails, scribbled notes, and half-updated CRM entries to answer, “What’s happening with my business?”
With Agent Mode: By Friday, your agent has drafted a clean weekly report—buyer activity, NDAs signed, hot leads noted. You add a personal comment and send.
👉 Takeaway: Consistency builds seller trust—and now it doesn’t cost your Friday afternoon.

12:30 p.m. — Prospecting Over Lunch

Without Agent Mode: You’re toggling between Sunbiz, LinkedIn, and your CRM to build a list of potential sellers.
With Agent Mode: While you’re enjoying a sandwich, your agent delivers a cleaned CSV of salon and restaurant owners in your area, complete with emails.
👉 Takeaway: Agents are the research assistants you always wanted—minus the HR paperwork.

3:00 p.m. — Marketing Magic

Without Agent Mode: You’ve posted a listing on BizBuySell and now have to reformat it for LinkedIn, Facebook, and your email list.
With Agent Mode: You say, “Repurpose this listing,” and get:

5:00 p.m. — Prep Like a Pro

Without Agent Mode: You’re staring at a 40-page P&L, hoping to pull three talking points before tomorrow’s buyer meeting.
With Agent Mode: You upload the file, and it spits out a bullet summary: revenue trends, margin shifts, and anomalies.
👉 Takeaway: You walk into meetings ready to persuade, not exhausted from paperwork.

7:00 p.m. — Tomorrow, Already Handled

Without Agent Mode: You end the day with tomorrow’s to-do list weighing on you.
With Agent Mode: Overnight, your digital associate builds a prospect list, drafts outreach emails, and schedules your LinkedIn post.
👉 Takeaway: End the day ahead, not behind.

Pitfalls to Watch Out For

Agents are powerful, but they’re not miracle workers. A few guardrails to keep in mind:

1. Don’t Over-Automate: Keep human review on sensitive tasks like financials or contracts.
2. Garbage In, Garbage Out: If your CRM is messy, your agent will just replicate the mess faster.
3. Manage Expectations: Agents won’t close deals—they set you up to close more.
4. Confidentiality Counts: Sensitive data needs guardrails and monitoring.

Agents are like interns: full of potential, but don’t give them the car keys unsupervised.

The Future: A Portfolio of Agents

Picture this: every broker with their own digital “team”:

Sellers will start asking:

The brokers with agents working overnight will have better answers than the ones still typing reports at midnight.

Final Thoughts

Agent Mode won’t replace brokers. But brokers who use Agent Mode will replace those who don’t.

It’s about time:

So the next time you see five NDA requests in your inbox, imagine smiling instead of sighing. Because somewhere in the background, your agent is already on it.

And Finally… A Little Humor

If you’re still skeptical about Agent Mode, here’s a thought:

An agent will never:

Can it misinterpret a P&L sometimes? Sure. But so can humans (especially after lunch).

Bottom line? Agent Mode may not be perfect – but it’s the only junior associate who actually wants to work nights, weekends, and holidays.

👉Lesson for Business Brokers: Start small. Automate one workflow – NDAs, seller updates, or listing repurposing. Build confidence. Add more. Before long, you’ll wonder how you ever worked without your digital junior associate.

As we bring this year to a close—and as I conclude my two years as your State Chairman, I want to share a message of gratitude, pride, and optimism with each of our members across the Business Brokers of Florida. It has been an honor to serve in this role, and I look forward to turning over the reins to our incoming Chair, Ryan Cave, as he leads us into an exciting new chapter for the BBF. This has been a year where our collective resilience, dedication, and passion have truly shined. No matter what the market brought our way, BBF brokers continued to rise to the occasion, serving clients with professionalism, guiding owners through life-changing transitions, and upholding the standards that define our association.

I hope 2025 has been a year of growth for you, professionally, personally, and in the relationships that sustain your business. Every listing taken, every deal closed, and every challenge met with creativity and determination has strengthened not just your practice, but the BBF as a whole. Together, we continue to elevate what it means to be a business broker in Florida.

And now, we turn toward 2026 with momentum.

Behind the scenes, your leadership team has been working with renewed purpose as we prepare for the BBF Conference this coming August at the Hilton in West Palm Beach. This gathering will be more than an event, it will be a celebration of who we are as brokers, an opportunity to sharpen our craft, and a chance to inspire one another as we step into a new year of possibility.

We are also preparing our new District and State Officier’s as we move into the next chapter of our leadership. This transition symbolizes progress, growth, and our shared commitment to building an association whose impact will stretch far beyond tomorrow. We truly are laying the foundation for the future of business brokerage in Florida.

Our vision is bold: to position the Business Brokers of Florida as the premier business brokerage association in the nation. And with the drive, integrity, and talent of our members, that vision is well within reach. Every one of you plays a vital role in that journey.

As we look ahead, I’m inspired by what we have already achieved and energized by what lies before us. Thank you for your hard work, your trust, and your commitment to excellence. Let’s carry that spirit forward into 2026 and continue building something extraordinary—together.

Wishing you a strong finish to the year and an even stronger beginning to the next.

In the fast-paced world of buying and selling businesses, intellectual property (IP) is a critical asset that can significantly impact the value and success of a transaction. For business brokers, understanding and addressing IP considerations is essential to ensuring smooth and profitable deals. This article explores the key aspects of IP that brokers must keep in mind during business transactions, providing insights into identification, valuation, legal risks, and more.

What is Intellectual Property?

Intellectual property refers to creations of the mind that hold value for businesses. These intangible assets are often pivotal to a company’s brand, operations, and competitive edge. The main types of IP include:

Understanding these categories and their relevance to a business is crucial for brokers navigating the complexities of business sales.

Identifying Intellectual Property Assets

The first step in addressing IP considerations is identifying all relevant assets. Conducting an IP inventory ensures that nothing is overlooked during the transaction process. Areas to review and consider when identifying IP assets:

Business brokers must ensure comprehensive disclosure to avoid surprises that could derail the deal later.

Evaluating the Value of Intellectual Property

IP can significantly influence a business’s valuation. As a broker, it’s important to assess the worth of IP assets accurately. Common valuation methods include:

Collaborating with IP valuation experts can provide a more precise understanding of the value these assets bring to the table.

Legal Considerations and Risks

Ownership verification is a cornerstone of any IP transaction. Brokers, through the legal guidance of an IP attorney, should:

Additionally, ensuring that trade secrets are adequately documented and protected is essential to preserving their value.

Transferring Intellectual Property Rights

The transfer of IP rights requires meticulous documentation. Essential agreements include:

It’s also important to register ownership changes with relevant authorities, such as patent or trademark offices, to ensure legal protection for the buyer.

Conclusion

Intellectual property considerations are vital for business brokers aiming to facilitate successful transactions. By thoroughly identifying, valuing, and addressing IP-related issues, brokers can safeguard their clients’ interests and ensure a smooth transfer of assets. Whether you’re a buyer or seller, consulting with an IP attorney and experienced broker is key to navigating this complex landscape.

SecureMark Legal is a dynamic, women-owned law firm that seeks to take the mystery out of brand protection and really take that aspect of protecting business brands “off your plate” so you can focus on what you do best, running your business. We strive to break everything down for you in easily understandable ways and to really become a partner in your success. We are based out of South Florida, but since trademark and copyright registrations are primarily Federal in nature, we are able to serve clients all across the United States regardless of where your business is based.