Selling a Lending Business

Based on hundreds of real buyer-seller diligence conversations we’ve helped happen on Rejigg, these are the lending topics that actually move price or stall a deal: who can approve a change of control, how you really get paid, which partners can reprice you, how bank vendor risk goes, and what happens when rates or audits get choppy.

Get a Free ValuationSchedule a CallRead the Guide

What buyers ask and how to be ready

Each topic below comes from real buyer-seller conversations. Here's what they ask, what they're really evaluating, and how to prepare.

Legal Ability

Can the deal legally happen: change-of-control, ownership limits, and program dependencies?

Buyers are checking whether the business can keep operating under new ownership, or whether you are really selling a permission that a regulator, bank partner, or program can pull. They also want to understand timing risk because one required consent can turn a normal close into months of waiting. If you cannot explain this cleanly, buyers usually assume the toughest version of the rules.

How to prepare

  • List every license, registration, and delegated authority you rely on, and who holds each one
  • Summarize which contracts require notice or consent on ownership change, plus typical timelines you’ve seen
  • Document any sponsor bank, charter, certification, or ownership-status rules that must remain true after close

Great Answer

We mapped every activity that depends on a license versus what is purely operational. Two team members hold the required licenses for regulated work, and we have written coverage and cross-training for each. Three agreements require change-of-control consent, and we confirmed the steps and typical timelines with each counterparty.

Okay

We know a few contracts require consent and that one person’s license matters, but we have not pulled it into one clear map yet.

Gives Pause

We have never looked at change-of-control language. I’m sure it’s fine because our partners like us.

How Rejigg helps: Rejigg’s secure data room lets you share your licensing and consent map only with pre-vetted buyers after an NDA is signed. Learn more in the guide

Revenue Mechanics

What exactly are you paid on—and who controls the lever?

Buyers are underwriting the engine behind the financials, down to the exact fee base and timing. They want to see who can change the economics, like a bank partner that can reprice your split or a platform that can delay remits. When the mechanics are clear, buyers worry less about a surprise margin squeeze.

How to prepare

  • Create a one-page “how we get paid” map by revenue line: payer, calculation, timing, and what can change it
  • Walk through 2–3 real invoices or deal examples showing pass-through versus true gross profit
  • Separate install-base revenue (servicing, platform, trails) from market-sensitive revenue (volume, rates)

Great Answer

Here’s a one-page map of every revenue line. Our basis-points revenue is calculated on average daily balance with a floor and a tier break after $X, and we collect on a 30-day lag. Here are two invoices that show what is pass-through versus what we keep, plus our realized take-rate for the last 12 quarters.

Okay

We can explain the model and who pays us, but we have not captured the exact formulas and invoice examples in one place.

Gives Pause

We’re paid on AUM, and it’s pretty stable. It’s complicated to break down.

How Rejigg helps: Rejigg’s data room keeps your revenue map, invoices, and supporting schedules organized so buyers can diligence the mechanics without long email chains. Learn more in the guide

Partner Control

Do any referral, broker, or distribution partners have the ability to re-trade your split or terminate quickly?

In lending, the real customer is often a sponsor bank, capital partner, lead buyer, marketplace, or distribution channel. Buyers want to know how quickly a single counterparty could cut volume, reprice terms, or terminate and leave you with fixed costs. If key contracts are not assignable, the buyer is modeling a renegotiation as part of the purchase.

How to prepare

  • Pull the partner contracts that control revenue and summarize assignment, termination, and repricing rights in plain English
  • Quantify the share of revenue or volume tied to each partner and what is immediately at risk if they pause
  • Document relationship stabilizers: renewal history, multiple contacts, and what you can operationally do if volume slows

Great Answer

Our top two partners represent 58% of volume, and here are one-page summaries for each contract: term, termination rights, change-of-control consent, and repricing language. Both are assignable with written consent, and we have been through a similar consent process before on a prior ownership change at a customer. If one partner paused for a quarter, our cost base flexes by $X, and we can route volume through our second live channel.

Okay

We know which partner relationships matter most and the rough revenue share, but we have not summarized the clauses yet.

Gives Pause

They would not terminate because we have a great relationship. We do not worry about contract language.

How Rejigg helps: Rejigg lets you share partner contracts and clause summaries in a permissioned data room, and track consent and diligence requests through closing. Learn more in the guide

Vendor Risk

Which approvals can kill growth: bank vendor risk, model review, or examiner scrutiny?

If you sell to banks or regulated lenders, growth can stall because the risk team will not approve you, even if the business line wants you badly. Buyers look for proof you can clear vendor onboarding with real artifacts and that you can remediate gaps without weeks of chaos. They also want to see that compliance runs as a process, not as tribal knowledge in one person’s inbox.

How to prepare

  • Assemble a recently completed bank vendor due-diligence packet with customer details removed
  • Write down who owns security and compliance tasks day-to-day and the cadence for reviews and responses
  • Document incident history clearly, including “none,” and keep a remediation playbook for deferrals

Great Answer

Here’s a completed vendor packet from the last six months with identifying details removed, plus the evidence files we reuse. We had one deferral tied to incident-response documentation, fixed it within 30 days, and got approved. Questionnaires and audit responses are owned by named staff on a weekly cadence, not parked with an outside consultant.

Okay

We’ve been through bank onboarding and can pull policies and questionnaires, but they are not packaged cleanly yet.

Gives Pause

We don’t really do packets. If a bank asks, we figure it out then.

How Rejigg helps: Rejigg’s pre-vetted buyers, NDA gating, and secure data room let you share vendor-risk evidence quickly without over-sharing sensitive security materials. Learn more in the guide

Rate Sensitivity

If rates and volumes swing, what’s your real sensitivity?

Buyers are stress-testing how your revenue behaves through rate changes, tighter credit, and volume swings, and whether your costs move when revenue drops. A lending-adjacent business can look stable until prepayments slow and servicing income changes, or origination volume falls off a cliff. A specific sensitivity model helps buyers price risk with math instead of fear.

How to prepare

  • Build 2–3 simple scenarios using your real drivers: volume down 30%, balances down 15%, rates up/down, partner pullback
  • Show the last 24–36 months with the metrics that drive your P&L, not only top-line revenue
  • Split costs into required-to-operate versus discretionary and note what actually flexes in 30–90 days

Great Answer

We track revenue by driver, so here’s what happened over the last 12 quarters as rates moved and volume shifted. If originations fall 30%, revenue drops $X, and we can take out $Y of variable ops cost within 60 days, while compliance and insurance stay flat. We also show how prepayment shifts affect servicing income and the timing lag.

Okay

We know we’re exposed to rate and volume swings and can talk through the pattern, but we have not built clean scenarios and cost-flex assumptions yet.

Gives Pause

Rates don’t really affect us. We just keep growing.

How Rejigg helps: Rejigg’s offer comparison view helps you evaluate structures like earnouts or seller financing against your rate and volume sensitivity, side-by-side. Learn more in the guide

Audit Trails

Do you keep clear evidence of 'who did what, when' inside your process?

Lending workflows get tested by audits, complaints, and repurchase requests, and buyers want confidence you can recreate decisions fast. They look for defensible logs, approvals, change history, and consistent exception handling. Thin audit trails usually mean slower diligence and tougher liability language in the purchase agreement.

How to prepare

  • Document where audit evidence lives for approvals, overrides, access changes, and key workflow steps
  • Standardize QC and exception handling so issues are caught and resolved consistently
  • Prepare examples of audit or exam requests you’ve handled and how quickly you responded

Great Answer

We can show an end-to-end file history: who made the decision, who approved any override, what changed, and when. QC exceptions flow into a tracked queue with resolution notes, and we can pull samples quickly for an auditor. Here are two anonymized audit requests and the response package we delivered within 48 hours.

Okay

We have logs in our systems and can usually reconstruct decisions, but it takes manual work and is not standardized yet.

Gives Pause

We don’t really keep logs. If someone asks, we piece it together from emails.

How Rejigg helps: Rejigg’s data room helps you organize audit evidence and sample files so buyers can review quickly without turning diligence into endless one-off requests. Learn more in the guide

Credit Box

If you touch credit decisions, what does your credit box look like in practice?

If you originate, underwrite, or buy credit exposure, buyers need to understand the real approval rules, pricing logic, and how exceptions are handled. They’re also checking whether performance improved because operations tightened or because standards quietly loosened. Even when you do not hold the credit risk, buyers want a clean line for where your responsibility ends if loans go bad.

How to prepare

  • Write a shareable summary of underwriting criteria, pricing logic, and your exceptions policy
  • Name who can approve overrides and show how you monitor drift over time
  • Separate “we advise” versus “we decide” responsibilities in contracts and procedures

Great Answer

Here’s our credit box summary: key borrower criteria, pricing bands, and the exception categories we allow. Overrides require approval by named roles; they are logged with reason codes, and we review drift monthly against loss performance. Where we act as a broker or vendor, our contracts and procedures show the lender owns the final decision and where our role stops.

Okay

We can describe our underwriting approach and who approves exceptions, but it is not documented in a shareable format yet.

Gives Pause

We’re conservative. We know a good borrower when we see one.

How Rejigg helps: Rejigg helps you share a buyer-safe version of credit box documentation and performance support in a controlled way, without dumping raw sensitive data on day one. Learn more in the guide

Key People

Who owns the regulated 'responsible person' work after close?

In lending, key-person risk often shows up in compliance ownership, not sales. Buyers want to know who answers audits and complaints, who owns bank risk questionnaires, and who can approve changes to underwriting rules or models. If every decision routes through one founder, buyers plan for a longer transition and will usually price in more risk.

How to prepare

  • Map compliance-critical tasks to named owners and backups
  • Document routines for questionnaires, audits, monitoring, training, and escalations
  • Write a transition plan that shifts responsibility over time, with dates and handoff steps

Great Answer

Compliance ownership is split across named roles with written routines. One person is the primary audit and vendor-risk contact, and a second person is trained and has handled live requests. Approvals and escalations follow defined authority levels with a weekly review cadence, so decisions do not bottleneck on the founder.

Okay

One person still owns most compliance work today, but we plan to hire or cross-train after close.

Gives Pause

I handle all of that. It’s faster.

How Rejigg helps: Rejigg’s deal workspace keeps transition responsibilities and timelines visible to both sides so key-person coverage is documented, not implied. Learn more in the guide

Growth Motion

Where do deals actually come from—and what’s the real sales cycle?

Bank and lender sales cycles are usually slow, and procurement and security reviews create real friction. Buyers are evaluating whether growth is repeatable, how much of it comes from one relationship, and how much cash they need to fund the wait from intro to signed contract. They also want to know what kills deals late so they can fix the right bottlenecks after close.

How to prepare

  • Break pipeline sources into clear buckets: associations, channel partners, direct outreach, referrals, platform ecosystems
  • Track timelines from intro to signed and from signed to go-live, including common stall points
  • List the top three late-stage deal killers and the changes you made to improve close rates

Great Answer

Over the last 18 months, 45% of deals came from two associations, 35% came from one channel partner, and the rest came from direct outreach. Our typical cycle is 4–6 months from intro to signed and another 6–10 weeks to implementation, with security review as the main gating item. Late-stage deals most often die in legal over liability caps, and here’s fallback language we’ve used to get signatures without giving away the company.

Okay

We know where leads come from and that the cycle is long, but we have not quantified stages and stall reasons consistently.

Gives Pause

Deals come from relationships. It varies.

How Rejigg helps: Rejigg gives you vetted buyer access, direct messaging, and scheduling so you can run a broker-free process and learn quickly which growth story holds up in real buyer calls. Learn more in the guide

Ready to Take the Next Step?

Whether you're just exploring or ready to list, we can help.

Get a Free Valuation

See what your lending business could be worth based on real transaction data.

Try the Calculator

Talk to an Expert

Schedule a free consultation. We'll answer your questions and help you plan your exit.

Schedule a Call

Read the Full Guide

Our 6-step owner's guide covers everything from deciding to sell through post-sale transition.

Start the Guide

Questions Lending Owners Ask Us

Most lending businesses price off two things: how durable the fee stream is and how much liability can follow it after close. Buyers dig into how you get paid (servicing income, origination fees, basis points on balances, referral fees), who can reprice you, and whether you have repurchase or chargeback exposure. For a starting point, use Rejigg’s free valuation calculator, then adjust for partner concentration, consent requirements, and rate sensitivity.

No. Brokers charge 5–10% of the sale price for work an informed owner can do themselves with the right tools. Rejigg gives you pre-vetted buyers, digital NDAs, a secure data room, direct messaging, and an offer dashboard so you can run a broker-free process without losing control of confidentiality. Start with the preparation guide, then list once your diligence materials are in shape.

Sometimes, but it depends on what the business actually does and whether regulators or partner banks allow the ownership and control changes that come with SBA financing. SBA lenders also scrutinize recurring cash flow, compliance costs, and contingent liabilities like buybacks. Before you burn weeks on a buyer’s financing plan, run payment scenarios with Rejigg’s SBA loan calculator and pressure-test whether your consent timelines and cash flow can support it.

Some lending deals close in a few months, but many run longer because of partner consents, bank compliance diligence, and vendor-risk reviews. The fastest processes usually have three things ready early: a clear “how we get paid” map, a short list of change-of-control approvals, and audit-ready evidence. Rejigg keeps NDAs, documents, and buyer questions in one workflow so diligence stays tight. See the due diligence checklist.

Prepare documents that prove your revenue survives and your risk is manageable. That usually means partner contracts with change-of-control, termination, and repricing language called out; recent bank vendor-risk packets; audit and incident-response artifacts; and an invoice walkthrough that separates pass-through costs from real gross profit. If you touch credit decisions, include a shareable underwriting and exceptions summary. Rejigg’s secure data room lets you control who sees what and when.

A working capital adjustment is a closing true-up so the business transfers with a normal level of day-to-day operating assets and liabilities. In lending, this can get nuanced because remits, chargebacks, and vendor payables can swing around month-end, and one unusual cutoff can distort the “normal” number. Aim for a simple definition tied to historical averages, not a cherry-picked month. Rejigg’s offer comparison dashboard helps you spot and compare working capital terms across offers.

An earnout pays you additional purchase price later if the business hits targets after closing. In lending, earnouts show up when revenue depends on origination volume, balances, or partner economics that can change quickly with rates. Pick a metric that matches how you actually get paid and that you can measure cleanly every month. Get tight on definitions, reporting rights, and who controls key levers like pricing, channel routing, and marketing spend. Use Rejigg’s negotiation guide to structure it.

Buyers usually focus on reps that protect them from hidden compliance and performance liability. Expect detailed questions about legal compliance, accuracy of loan or file data, ownership and assignability of key contracts, undisclosed investigations, and whether performance claims match source data. If contracts include repurchase, indemnity, or chargeback language, buyers will ask for trigger history and any reserves you carry. It helps to summarize exposures early and back them with documents in Rejigg’s controlled data room.

Not always. Many buyers mainly care that bank vendor-risk reviews will not stall growth after the deal. You can often get there with solid evidence: security policies, incident history, access controls, business continuity plans, and a recent penetration test summary. If SOC 2 is underway, share the scope, what is done, and what is still open. Rejigg lets you share sensitive security artifacts only after buyers sign NDAs through the platform.

Change-of-control clauses can force partner consent, allow termination, or trigger repricing. That can turn your sale into a high-stakes negotiation with the counterparty right when you want certainty. Identify the few agreements that control revenue, summarize the clauses in plain English, and confirm the approval process before you commit to a close date. Rejigg’s data room and deal tracking keep consents as a visible checklist instead of a last-minute scramble.

Show concentration the way it actually exists in lending, which is often partner or integration concentration rather than one end-customer. Break revenue and volume out by sponsor bank, lead buyer, marketplace, core integration, or processor. Then explain what keeps each relationship sticky, plus what would need to happen for it to unwind. Buyers can price concentration when the story is specific and supported. Rejigg helps you share this breakdown safely with vetted buyers under NDA.

Taxes depend on deal structure and what you are selling, like equity versus assets and how the purchase price is allocated across categories. Lending can add complexity if you operate across multiple states, use regulated entities, or transfer servicing rights or loan assets. Bring in a tax advisor early so you do not agree to an allocation that costs you real money later. Rejigg helps you keep offers, drafts, and allocation language organized while you evaluate outcomes.

Seller financing means you take part of the purchase price as payments over time. In lending deals, buyers often ask for it when there is partner consent risk, rate sensitivity, or uncertainty around renewals and volume. If you offer a note, match the protections to the real risks, like reporting requirements, covenants, and clear remedies if payments slip. Rejigg’s offer comparison tools let you review seller financing terms across buyers in one place.

Many lending deals include a transition period because relationships and compliance ownership do not hand off overnight. Buyers usually care most about continuity in three areas: who answers audits and risk questionnaires, who manages partner escalations, and who can explain the revenue mechanics with real examples. A strong plan assigns each responsibility to a person, sets a timetable, and shows how authority shifts after close. Use the transition planning guide to document it.

Buyers usually will not pay a profit multiple on pass-through costs you do not keep. Expect an invoice walkthrough that shows what you bill and remit versus what you retain as gross profit, plus proof that vendor fees are not about to jump. If your margin depends on volume tiers, rebates, or quarterly true-ups, document the exact terms and show the historical net impact. Rejigg’s QuickBooks integration can help keep the supporting detail organized inside your data room.

Timing is usually driven by readiness and risk events, not the calendar. Look at whether your last few quarters reflect normal operations or a temporary rate-driven spike or dip. Also, factor in partner renewal dates, change-of-control consent lead times, and upcoming audits that could drain your team during diligence. Rejigg lets you talk to vetted buyers early and pressure-test timing under NDA without broadcasting that you are for sale.

Confidentiality matters in lending because sponsor banks, partners, and key employees can react quickly to sale rumors. Use NDAs before sharing anything sensitive, and stage disclosure so early conversations stay high-level until buyer intent is real. On Rejigg, buyers are pre-vetted, NDAs are signed digitally, and you control document access in a secure data room, so contracts and compliance files do not end up as email attachments.