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:
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**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.
* **Big cash now**: You pocket nearly $3M upfront.
* **Tax benefits**: Because the balance is structured as an installment sale, you can spread your tax liability across several years instead of paying a huge lump-sum tax this year.
* **Full protection**: Instead of relying on a bank allowing you in second position, you’re secured directly in the LLC with the ability to take back the property if anything goes wrong.
This is a proven method that protects sellers while still allowing buyers to make aggressive offers. If you’d like, I’m happy to set up a call with my attorney to walk you through the operating agreement language that makes this protection airtight.
We’d love to move forward with you and make this as smooth as possible.
See below from the seller and LMK how you want to explain to them their questions/comments. Thanks. From Seller: Sorry Glenn – I’m just a country boy from a little town called Wimberley in the hill country of Texas and I’m having difficulty understanding this. Particularly why would there be 2 closings? Seems the buyer is getting financing for the first closing so is only brining $570K to the table and either the bank or us is financing the difference. Then the 2nd closing wont’ even have the recording on a deed of trust but equity. Is the equity in the business or as a lender? The lender on first closing will have first lien and I’m not sure what protections and benefits we would have as part of the 2nd closing. I think we need to wait to see what other offers come in. Ryan Glenn EstersonCell: (423) 483-0492www.themhpexpert.com (advisory)www.estersonmhcteam.com (brokerage)www.themhpaccountant.com (accounting)www.rentbutter.com (tenant screening)