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3d • General discussion
Structuring Earn-Outs & Seller Notes
High-value business exits rarely consist of 100% cash at closing; they often involve seller notes, equity rollovers, or performance earn-outs.
Structuring these deal terms strategically protects your payout while giving the buyer confidence in a smooth post-sale transition.
- What percentage of cash at closing (e.g., 70% or 80%) is your absolute baseline requirement for selling your business?
- How will you structure performance earn-out milestones to guarantee you receive full value for post-acquisition growth?
Action Item: Draft a term sheet outline detailing your ideal mix of Cash at Closing, Seller Note, and Performance Earn-out.
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Structuring Earn-Outs & Seller Notes
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