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Deal structure comparison

The same price can create a very different outcome.

Separate cash at close from seller financing, contingent earnout, and rollover equity before treating the headline number as the owner’s result.

Structure the headline

How much value is certain,
deferred, or still at risk?

Adjust the structure, then test how much of the seller note and earnout you want to include in a conservative scenario. Rollover value remains separate.

Test a collection scenario↓

What the headline price is made of

$15.0M
CashNoteEarnoutRollover

Cash at close$9.0M

Seller note · contractual$2.3M

Earnout · contingent$1.5M

Rollover · continued exposure$2.3M

Scenario value before rollover$11.8M

The scenario applies your collection assumptions to the seller note and earnout. It excludes rollover equity because no defensible future value can be inferred here. It also does not model debt, working capital, taxes, indemnities, security, subordination, timing, or control over performance.See what to do before exclusivity →

Illustrative educational tool only. The arithmetic is internally consistent with the assumptions you enter, but it is not a valuation, tax return calculation, legal opinion, investment recommendation, or guarantee. Asset allocation, tax basis, depreciation recapture, entity type, installment payments, federal surtaxes, state residence and sourcing, transaction adjustments, and other facts may materially change the result. Review the assumptions with the appropriate professionals.

Price versus certainty

Not every dollar in an offer has the same value or risk.

  1. Cash at close.Immediate value, before debt, costs, taxes, escrows, and adjustments.
  2. Seller note.Deferred payment subject to credit, security, subordination, and collection risk.
  3. Earnout.Contingent value shaped by definitions, control, performance, and dispute mechanics.
  4. Rollover equity.Continuing exposure whose future value depends on the post-close enterprise and liquidity path.

Before exclusivity

Model what is received, when, and under whose control.

Compare offers using cash timing, collection and performance scenarios, tax character, working-capital treatment, indemnity exposure, employment expectations, and the personal capital the owner actually needs—not headline price alone. Keep rollover equity separate until its rights, leverage, governance, dilution, and liquidity path can be evaluated.

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Published byMorrowgate Private Wealth

Educational content for business-owner transition planning. Updated July 29, 2026. How this content is prepared.

Continue with the next question

The business decision and personal decision belong in one picture.

A buyer approached

Use the next 72 hours to protect leverage and organize questions.

→Estimate net proceeds

Bridge the price to illustrative owner proceeds.

→Test whether it is enough

Compare potential proceeds with personal capital required.

→

Build the complete picture

One number is useful.
A defensible decision is better.

The Owner Journey connects business economics, readiness, family priorities, and the question still unresolved.

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