Acquisition Dossier: The Seller Carried 100%

Daniel Ghebreyohannes, in the auto glass trade since 1998, agreed to buy Diamond Auto Glass LLC, a windshield replacement shop in Irving, Texas, for $500,000. The shop did about $1.5 million of revenue in 2025 and reported about $133,000 of net income, roughly half the $250,000 minimum one lender's board required. This dossier documents the file built to finance the purchase, what each source of capital said, and where the money came from in the end: the seller approved carrying 100% of the price. Daniel is now working on refinancing that seller note.

1. Mandate profile

• Buyer: Daniel Ghebreyohannes, founder of AI Auto Glass Experts Inc., Dallas. In auto glass since 1998. He has built three auto glass companies and sold two.
• Target: Diamond Auto Glass LLC, Irving, Texas. Windshield replacement is about 95% of revenue. All five staff stay on at current pay under the purchase agreement.
• Price: $500,000 for 100% of the company, including all inventory, equipment, vendor lists and customer lists (purchase agreement, March 2026). The seller pays the existing liabilities.
• The seller's own number: a valuation prepared on the seller's behalf put fair market value at $525,000 to $600,000. The agreed price sits below the low end.
• The relationship: the seller had known Daniel for 28 years and taught him the trade.
• The ask: $700,000. That covered the $500,000 price plus $200,000 of working capital.

2. Situation: strong revenue, thin reported earnings

Revenue was not the problem. Diamond grew revenue about 15% in 2025, to roughly $1.5 million. Net income moved the other way, from about $190,000 in 2024 to about $133,000, as gross margin fell from 25% to 19%.

Cash-flow lenders size a loan off that net income line. One lender took the file to its board twice in July and got the same answer both times. Net income sat under its $250,000 minimum, and projected savings could not count, because a minimum measured on past results cannot be met with future ones. Another lender offered $300,000 without recourse, under half of the $700,000 the price and working capital required.

At the start, the seller was the hardest part: he did not want to finance the sale.

3. What was built

Raises.com ran the capital side alongside Daniel's own advisor.

• 3.1. A file a lender can underwrite. A single combined checklist stalled, so the seller's accountant got two separate lists, one for the seller and one for the buyer. The data room gathered three years of P&L statements, the Schedule C history, the articles of organization, the purchase agreement and the seller's valuation. It was organized around what underwriters ask: structure, debt and equity, seller financing, leverage, use of funds and repayment. The shop carried no insurance policies, so general liability cover went on the list. When a lender asked for current values, the inventory and hard assets were revalued in July.
• 3.2. One target, one model. The confidential information memorandum was cut down to Diamond alone. Earlier drafts carried four more targets and a ten-shop model, and a reader looking at five targets cannot tell where the money goes. The final version carried Diamond's three-year P&L history, a three-year model built for Diamond alone and Daniel's record in the trade.
• 3.3. A borrowed balance sheet. To strengthen the file, Raises.com built a key-principal structure. A partner with more net worth and liquidity stands behind the loan application in exchange for equity and a fee at closing. Across three offers the terms ran from 3% equity plus $5,000, to 10% plus $12,000 with no recourse to the partner, to 30% plus $10,000 if the partner's own company carried the loan. The protections were there from the first offer. The company's Class A shares were pledged into escrow, and the partner got a board seat with approval rights over major decisions. Both would be released once the loan reached an agreed loan-to-value or was refinanced.
• 3.4. A seller note on the table early. In July, after the first board decline, the buyer's side proposed funding the purchase now and having the seller carry the balance over 24 months.

4. The capital sources, side by side

5. Outcome: the seller carried 100%

The seller approved carrying 100% of the price. On the signed $500,000 agreement, that is a $500,000 seller note. No bank loan went into the price, and none of Daniel's own cash went to it at close.

The same seller who did not want to finance at the start ended up financing all of it. What changed his mind is not on record. We do know who was asking: a buyer he had known for 28 years and taught the trade himself.

Where it stands now: the 100% seller carry was approved, and Daniel is now on a mission to refinance the note.

6. Operator lessons (replicable)

• Lenders underwrite the net income line. Diamond grew revenue 15% in the same year its net income fell 30%, and the board that reviewed it judged it on the second number.
• Ask the seller even after a no. This seller did not want to finance at the start and ended up carrying the whole price.
• A 100% carry rested on a 28-year relationship. Without one, plan for the seller to carry part of the price and fund the rest elsewhere.
• A key principal prices risk like an investor. Expect to give real equity and a closing fee, plus protections that release only at an agreed loan-to-value or a refinance.
• Build the lender file even when the seller ends up as the lender. A refinance needs the same file.

Related case studies

• Cody Sechelski: first acquisition of a Texas HVAC roll-up · equity-light structure with seller participation, also in Texas
• Ade: two closed acquisitions on one framework · a first-time buyer of a cash-flowing business
• Henry Iwunze: from first acquisition to repeat buyer · building a repeatable acquisition process