What happens to my acquisition loan if the target business loses a major customer right after closing?
The buyer's obligation to repay the acquisition loan does not disappear simply because the business underperforms after closing — a borrower generally remains bound to the loan's repayment terms regardless of the underlying cause of a revenue shortfall, unless the loan agreement itself provides some specific relief, which is uncommon for ordinary business risk of this kind.
Losing a major customer can, however, trip financial covenants built into many commercial loan agreements, such as minimum revenue thresholds or debt-service coverage ratios the borrower is required to maintain, and breaching a covenant like this can itself be treated as a default even if scheduled payments are still being made on time. A default of that kind can give the lender rights to demand renegotiated terms, additional security, or in a serious case, accelerate the loan. This operating risk is entirely separate from, and does not get cured by, any indemnity claim the buyer might separately have against the seller for an unrelated pre-closing issue, so the two situations need to be assessed and managed independently.
Key takeaways
- Repayment obligations continue regardless of the reason for a revenue shortfall.
- Losing a major customer can trip financial covenants even if payments stay current.
- A covenant breach can itself be a default separate from missed payments.
- This operating risk is distinct from any separate indemnity claim against the seller.