Not by itself, but any loan secured by the assets of the U.S. business is excluded from the investment total. The E-2 analysis is run on the portion the investor has personally placed at risk.
Only money the investor can lose counts
The regulations and the Foreign Affairs Manual treat capital as at risk when the investor stands to lose it if the business fails. Funds borrowed against the enterprise's own assets are not the investor's risk; if the business fails, the lender takes the inventory and the investor walks away. A seller note secured by receivables and stock is exactly that kind of loan, so it is subtracted.
A loan secured by the investor's Mount Pearl home or by personal guarantee is his risk and can count. The remaining question is whether the counted amount is substantial. The test is proportional: the investor's at-risk capital is compared with the total cost of purchasing the business, and the lower the total cost, the higher the proportion expected.
A buyer who puts seventy per cent of the price at personal risk is in a strong position; a buyer who finances ninety per cent through the seller with the business as collateral is usually not. Ask the seller to restructure before signing rather than after.