Most owners focus on the purchase price when thinking about a sale.

But that “headline number” rarely tells the full story.

In M&A, deal structure (ie how and when you get paid) can have a bigger impact on your outcome than price alone.

In this week’s issue, we’ll break down:

  • 3 insights that could change how you evaluate an offer
  • 2 frameworks to help you think strategically about deal structure
  • 1 simple action step to clarify your own priorities

3 Insider Insights About Deal Structure

1. The headline number isn’t the real number

Two deals with the same purchase price can result in drastically different outcomes. Structure affects risk, taxes, timing, and peace of mind. Don’t evaluate offers on price alone — look at how you’ll actually get paid.

2. Most deals are a mix of multiple payment types

Cash at close. Earnouts. Seller notes. Equity rollovers. It’s rarely one-size-fits-all. A strong advisor helps you understand what each option means for your personal finances and your ability to fully exit.

3. The right structure depends on your goals

Your ideal deal might not be the highest offer. It might be the cleanest exit. Or the lowest risk. Or the one that lets you stay involved at arm’s length. The best structure is one that aligns with the unique shape you want your exit to take.

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2 Frameworks We Use to Evaluate Offers

The Deal Structure Spectrum

Think of deal structure as a spectrum of risk vs. reward.

Your ideal structure will be influenced by your tolerance for risk.

For instance:

  • 100% Cash at Close — Max security, lowest future upside
  • Heavy Earnout or Equity Rollover — Max upside, highest risk

There is no right or wrong deal structure. But it is crucial to have clarity about personal preference (and your risk tolerance) going into the deal.

Buyer Fit + Structure Fit

Different buyers may lean toward different structures:

  • Strategic Buyers often offer more cash if there’s clear synergies.
  • Private Equity deals typically include earnouts or equity rollovers.
  • Individual Buyers may ask for seller financing to bridge capital gaps.

Knowing your buyer’s profile helps you negotiate smarter and avoid surprises.

List Of Our Completed Transactions

1 Action Item This Week

The Deal Structure Spectrum

Think of deal structure as a spectrum of risk vs. reward. Your ideal structure will be influenced by your tolerance for risk.

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