Good questions. Here’s how I would recommend responding to Ryan’s concerns using the Equity Carry method, framed in plain language so he feels comfortable and protected: --- **Response Draft to Seller (Ryan):** Ryan, I completely understand your concerns and I appreciate your honesty. Let me break this down as simply as possible: 1. **Why two closings?** The first closing is a traditional all-cash close. That way, you know the deal is real, title transfers to us cleanly, and you walk away with a large down payment at the table. The second “closing” isn’t really a new sale—it’s just the paperwork that secures the remaining portion of your equity. We set it up this way so you get the immediate cash portion and the protections on the carried balance in writing. 2. **Is the buyer only bringing $570K?** No—our lender is funding the bulk of the $2.85M down payment. You’re walking away with real cash at the first closing. The $4.275M balance is not “left unsecured”—that’s where the second piece comes in. 3. **What happens in the second closing?** Instead of putting you in second lien position (which banks hate, and which could force you through a costly foreclosure if something went wrong), we secure your carried equity directly in the ownership structure of the LLC that owns the property. * You hold a minority equity position. * If we default—miss payments, don’t insure, etc.—you don’t chase us in court. You immediately have the right to take back 100% of the LLC and the property. * This actually gives you **more protection than a second lien** because foreclosure isn’t necessary. 4. **Are you a lender or equity partner?** Technically, your position is equity, but functionally it behaves like financing. You’re guaranteed payments each month as agreed, and if anything goes wrong you regain the property. Think of it as “preferred equity”—it sits ahead of us as the buyer. 5. **Why this benefits you:** * **Top price**: You’re getting retail pricing that most straight-cash buyers wouldn’t pay.