Seller-Carried Ownership Transition
Exit on Your Terms
Your business is your greatest asset. Your exit should be, too.
A Seller-Carried Ownership Transition (SCOT) is a structured exit solution where an owner finances the sale of their business by carrying a note, with Haven Mercer serving as an institutional intermediary to facilitate the transaction, underwrite the credit, service the loan, and asset-manage it from origination through the final payment.
With SCOTs, the selling owner retains economic exposure to their business through a professionally-managed loan, while receiving the benefits of automatic passive income and capital gains tax deferral, and unlocking value that is not otherwise available through traditional exit outcomes.
SCOTs are designed for business owners who want control over the timing, structure, and economics of their exit, with terms that reflect the value they’ve built over decades.
Two Paths, One Structure
Each SCOT path shares the same core mechanics. The variable is who’s on the other side.
Whether you’re transitioning the business to your team or selling to an outside buyer, a SCOT gives you control over timing, terms, and tax treatment. The path you choose depends on your priorities.
SCOT-MARKET is where a seller transitions ownership to a third-party buyer, using seller finance to expand the buyer pool, accelerate closing timelines, and create negotiating leverage.
This is the path for sellers who want maximum flexibility in finding the right buyer. Seller financing influences the entire transaction, creating flexibility on price and structure that may have not been achievable in a normal cash sale. You automatically earn predictable, tax-advantaged income, without the hassle of being a lender and without the friction involved with reinvestment indecision and outsourcing.
SCOT-LEGACY is where a seller transitions ownership to their own management team or employees using seller finance. The people who helped build the business become the people who carry it forward.
This is the path for sellers who have a capable team ready to step into ownership. It preserves the culture, the relationships, and the reputation you spent decades building, while converting your equity into predictable, tax-advantaged, long-term income. Your team gets a shot at ownership they would never access through a traditional sale. You get an exit that reflects your values, not just your valuation.
Why Consider a SCOT?
Most business owners have three exit options, each of which can be uniquely suboptimal.
When business owners begin thinking about an exit, the options tend to narrow quickly and the outcomes often fall short. Most options involve some combination of loss of control, unnecessary complexity, a significant tax hit, or simply not acting at all.
Each of these traditional options has its own downside considerations:
01 · M&A Sale
You deal with sophisticated investors driven by financial incentives, resulting in meaningful trade-offs for you and your employees.
02 · ESOP
Complex to establish, cumbersome to maintain, and burdened by repurchase obligations. Uneconomical at most small business sizes.
03 · Inaction
The business declines as the owner ages. No clear succession plan leads to employees leaving and enterprise value deterioration.
A Better Way to Exit
SCOTs were built for the gaps the traditional playbook leaves behind.
When business owners exit via a SCOT, they restructure their outcome favorably across multiple dimensions. Instead of accepting the trade-offs and compromises that come with traditional outcomes, owners gain influence over what matters most: who takes over, what they earn, and how they’re taxed.
SCOTs offer an exit that optimizes for what traditional outcomes cannot:
01 · Tax-Advantaged Income
Instead of surrendering nearly 30% of your equity to taxes at close, SCOTs allow you to defer capital gains tax while earning predictable income.
02 · Value Maximization
SCOTs enhance transaction liquidity by expanding the buyer universe, often resulting in higher purchase prices with stronger certainty of closing.
03 · True Legacy Preservation
With a SCOT-LEGACY transaction, you are handing your business to the people who built it with you, who know it best, and who you trust the most.
How Does Haven Mercer Help?
SCOTs can be a powerful tool, but only with the right infrastructure supporting them.
We are a centralized, trusted partner that manages the entire SCOT transaction lifecycle, so that selling owners can step away from operational responsibilities while continuing to receive passive income with confidence.
01 · Faciliation
We handle underwriting, structuring, and documentation, through a centralized process to eliminate friction and execution risk.
A clean, coordinated transaction
02 · Servicing
We retain servicing; collecting payments, monitoring performance, and managing all of the administrative tasks involved with a loan.
Steady income, zero operational burden
03 · Asset Management
We leverage our platform to oversee resolutions, pursue liquidity options for qualified loans, and preserve your value throughout the life of the loan.
Ongoing stewardship of your value