PIPE (Private Investment in Public Equity) Modeling Question

People,
Can you help me with the situation below?
 

Situation
- PIPE investment by Fund A in Company B
- Company B Mkt Cap @ Transaction: $1 bn
- Company B Shareholders' Structure @ Transaction: 45% Controlling & 55% Free Float
- Company B Total Debt @ Transaction: $700 mm
- Company B Cash @ Transaction: $500 mm
Investment Structure
- Fund A Cash in: $120 mm
- Fund A Cash Out: amount needed to acquire 10% of current outstanding shares from controlling shareholders
- Cash Out to be financed via sellers' finance (or seller notes)
- Sellers’ finance to be paid via dividends, further capitalizations (if needed) and/ or exit proceeds
- Transaction Fees: 1.0% of advisory fee on the purchase/exit price
- The existing Compny's B debt will be repaid with a prepayment penalty of 1.0% over principal

Doubts

1) How to structure the Sources & Uses Table for this deal?
2) Given Fund A is not buying the entire company or control, is there a need for a premium on the current share price of Company B to make this cash out?
3) Given Fund A only has a minority stake, how does it make the company take on debt (the seller notes) and lever up? Wouldn't that only be possible if the Fund A has a majority stake and gets to control the company's financing decision? How do I model the seller notes (i.e. inside or outside the company)?

Thanks!